HomeMy WebLinkAbout16444 ORD - 08/05/1981sp;8/5/81 ;\st ,'t .,
AN ORDINANCE
AUTHORIZING THE CITY MANAGER TO EXECUTE INSTALLMENT
PURCHASE AGREEMENTS WITH INTERNATIONAL BUSINESS
MACHINES CORPORATION, INCLUDING ASSOCIATED DOCUMENTS,
FOR THE INSTALLMENT PURCHASE OF WORD PROCESSING EQUIP-
MENT FOR THE CITY SECRETARY'S OFFICE AND THE CITY
ATTORNEY'S OFFICE WITH AVERAGE MONTHLY PAYMENTS OF
$1,155 FOR THE FIRST YEAR, AND $949 PER MONTH FOR THE
SECOND THROUGH FIFTH YEARS, AS MORE SPECIFICALLY SET
FORTH IN THE INSTALLMENT PAYMENT AND PURCHASE AGREE-
MENTS, SUBSTANTIAL COPIES OF WHICH ARE ATTACHED HERE-
TO AS EXHIBITS "1" THROUGH "6" AND MADE A PART HEREOF;
AND DECLARING AN EMERGENCY.
•
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI,
TEXAS:
SECTION 1. That the City Manager be and he is hereby authorized
to execute installment purchase agreements with International Business
Machines Corporation, including associated documents, for the installment
purchase of word processing equipment for the City Secretary's office and
the City Attorney's office with average monthly payments of $1,155 for the
first year, and $949 per month for the second through fifth years as more
specifically set forth in the installment payment and purchase agreements,
substantial copies of which are attached hereto as Exhibits "1" through "6"
and made a part hereof.
SECTION 2. That upon written request of the Mayor or five Council
members, copy attached, to find and declare an emergency due to the need for
executing the above agreements in order to expedite purchase of word process-
ing equipment, such finding of an emergency is made and declared requiring
the suspension of the Charter, rule as to consideration and voting upon ordin-
ances or resolutions at three regular meetings so that this ordinance is
passed and shall take effect upon first reading as an emergency measure this
5 day of August, 1981.
ATTEST:
C Secretary
APPROVED:. DAY OF AUGUST, 1981
4 Bruce City
ttorney
16144
THE CITY OF CORPUS CHRISTI, TEXAS
MIGMLiwEb.
SEP 271984
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
(J
(K
(L
C EICCCCCL C. C C C C C. C t_
Fiscal Year Fromto j l
Installment Payment Agreement
(State and Local Government)
to -.1,17 -s j
Length of Installment Payment Plan
MONTHS
This Installment Payment Agreement supplements and amends the Purchase Agreement, dated
19 , between INTERNATIONAL BUSINESS MACHINES CORPORATION (IBM) and the Customer with respect to the
IBM machines and/or their model upgrades and features (hereinafter called machines) on that Agreement.
Cash Price (Purchase Price from Purchase Agreement)
►
741'13764
I
Trade -In Credit (from Purchase Agreement) •
►
--
Purchase Option Credits (from Purchase Agreement)
►
---r—
Cash Down Payment 1ATime of Installation
0 Effective Date of Purchase
►
TY 4L
Total Down Payment
(B+C+D)
1.
? La/[l/ fa
Unpaid Balance of Cash Price
(A—E)
►
75.p O
State and Local Taxes (if applicable)
Date
►
Amount Financed/Unpaid Balance
(F+G)
►
85004V
Time Price Differential — FINANCE CHARGE on
Amount Financed
2 4. 5-2 !l'3
at an ANNUAL INTEREST RATE of
►I . 25
Ins ailment Payments to be made as follows:
(Select One)
0 Monthly Option — First Installment Payment (Monthly Installment Payment Amount + J) $
- S9 Successive Monthly Installment Payments m /?.5-• 88
❑ Annual Option
- Fiscal Period Installment Payments
1 $
2 sell"
•3 $
4 $
5 $
6 $
fY rP • 66
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
(J)
(K)
(1)
EACH
NOTE
FIRST INSTALLMENT PAYMENT INCLUDES
TAX ON TIME PRICE DIFFERENTIAL.
TIME PRICE DIFFERENTIAL BEGINS TO
ACCRUE 30 DAYS PRIOR TO THE FIRST
INSTALLMENT rAYMENT.
THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE A PART OF THIS AGREEMENT
NOTICE TO BUYER
1. Under the law, you are entitled to a completely filled in exact copy of this Agreement at the time you sign. Keep It to protect your legal rights.
2. Under the law, you have the right to pay off in advance the full amount due and to obtain a partial refund of the FINANCE CHARGE based on the "Actuarial Method".
3. IBM reserves a purchase money security Interest In each of the machines listed herein. These Interests will be satisfied by payment In full. A copy of this Agreement may be filed
on IBM's behalf with appropriate stale authorities at any time alter a signature by the Customer as a financing statement in order to perfect IBM's security Interest.
4. If one of the events of default described on the reverse side of this document should occur. and If IBM should then exercise its right to declare all unpaid Installments to be
Immediately due and payable, yqu will have the right to a lull refund of any part of the FINANCE CHARGE as yet unaccrued at the lime of such declaration by IBM. In such a
case, your refund will be computed under the "Actuarial Method-.
THE BUYER ACKNOWLEDGES RECEIPT OF A TRUE COPY OF THIS AGREEMENT(THIS IS A RETAIL INSTALLMENT CONTRACT)
THIS INSTALLMENT PAYMENT AGREEMENT AND THE PURCHASE AGREEMENT REFERRED TO HEREIN CONSTITUTE A SINGLE AGREEMENT AND THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE BUYER AND IBM, WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR
WRITTEN. AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE BUYER ACKNOWLEDGES
THAT THE BUYER HAS READ THIS AGREEMENT. UNDERSTANDS IT, AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, AND BY BUYER'S SIGNATURE ON
THIS AGREEMENT ACKNOWLEDGES THAT BUYER IS LEGALLY AUTHORIZED TO ENTER INTO THIS AGREEMENT. THE BUYER ACKNOWLEDGES RECEIPT OF A TRUE
COPY HEREOF AND OF THE PURCHASE AGREEMENT REFERRED TO HEREIN.
Business Machines Corporation
Tax on Time Price Differential (if applicable)
C,�/r///
►
Address
•
Total Payments
(H+I+J)
D.
/ 1 1 S2' ;9V
Branch Office Address
Deferred Payment Price
(A+G+I)
►
AI. 09 % !Y$
Ins ailment Payments to be made as follows:
(Select One)
0 Monthly Option — First Installment Payment (Monthly Installment Payment Amount + J) $
- S9 Successive Monthly Installment Payments m /?.5-• 88
❑ Annual Option
- Fiscal Period Installment Payments
1 $
2 sell"
•3 $
4 $
5 $
6 $
fY rP • 66
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
(J)
(K)
(1)
EACH
NOTE
FIRST INSTALLMENT PAYMENT INCLUDES
TAX ON TIME PRICE DIFFERENTIAL.
TIME PRICE DIFFERENTIAL BEGINS TO
ACCRUE 30 DAYS PRIOR TO THE FIRST
INSTALLMENT rAYMENT.
THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE A PART OF THIS AGREEMENT
NOTICE TO BUYER
1. Under the law, you are entitled to a completely filled in exact copy of this Agreement at the time you sign. Keep It to protect your legal rights.
2. Under the law, you have the right to pay off in advance the full amount due and to obtain a partial refund of the FINANCE CHARGE based on the "Actuarial Method".
3. IBM reserves a purchase money security Interest In each of the machines listed herein. These Interests will be satisfied by payment In full. A copy of this Agreement may be filed
on IBM's behalf with appropriate stale authorities at any time alter a signature by the Customer as a financing statement in order to perfect IBM's security Interest.
4. If one of the events of default described on the reverse side of this document should occur. and If IBM should then exercise its right to declare all unpaid Installments to be
Immediately due and payable, yqu will have the right to a lull refund of any part of the FINANCE CHARGE as yet unaccrued at the lime of such declaration by IBM. In such a
case, your refund will be computed under the "Actuarial Method-.
THE BUYER ACKNOWLEDGES RECEIPT OF A TRUE COPY OF THIS AGREEMENT(THIS IS A RETAIL INSTALLMENT CONTRACT)
THIS INSTALLMENT PAYMENT AGREEMENT AND THE PURCHASE AGREEMENT REFERRED TO HEREIN CONSTITUTE A SINGLE AGREEMENT AND THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE BUYER AND IBM, WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR
WRITTEN. AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE BUYER ACKNOWLEDGES
THAT THE BUYER HAS READ THIS AGREEMENT. UNDERSTANDS IT, AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, AND BY BUYER'S SIGNATURE ON
THIS AGREEMENT ACKNOWLEDGES THAT BUYER IS LEGALLY AUTHORIZED TO ENTER INTO THIS AGREEMENT. THE BUYER ACKNOWLEDGES RECEIPT OF A TRUE
COPY HEREOF AND OF THE PURCHASE AGREEMENT REFERRED TO HEREIN.
Business Machines Corporation
Gusto .. aye
C,�/r///
_ ieInternational
Address
Please Type or Print all Information except signature
City and Stale
I
Zip Code
Branch Office Address
Br. Off. No
Mark For (Attention Of)
City and State
Zip Code
By (Customers Signature)
Date
By (IBM Representative's Signature)
Date
Signed By — (Print Name)
Signed By — (P int Title)
UIM 025 B6 3 (Vial l
IBM BRANCH OFFICE COPY
Page 1 of 2
(_ L L C
ACCEPTANCE
Acceptance of this Agreement by IBM is contingent upon the absence of any mathematical error or
deviation from IBM's current prices Unless the Buyer is advised to the contrary within 30 days alter
the signing of this Agreement, this Agreement is accepted by umf as written and is In full force and
effect on the date signed by IBM. -
PAYMENT -
The Customer promises to pay: - - •,•C`a - s 1., ,
(1) the Cash Down Payment in full, and • '
(2) the Installment Payments until fully paid, all as shown on the first page of this Agreement.
The Cash Down Payment will be due as follows: `"• = , ....-. - - . e
(I) • for other than the purchase gilt. a. it leased or rented^machines on the Date ot::
Installation: or
(2) for the purchase of installed leased or rented machines on the Effective Date of Purchaid.'
The First Installment Payment will be due on the lsl.day of the second month following the
Installation Date or Effective Date of Purchase" , -
If Cuilomer selects the Monthly Option, successive Installment Payments will be due on the 1st day'
of each month following the due dale for -the First Installment Payment. II Customer selects the
Annual Option•, successive Installment Payments are due on the first day of succeeding fiscal
L L L .�
INSTALLMENT PAYMENT AGREEMENT
� -; (State and' - .opal Government)
TERMS AND CONDITIONS
The, Customer having been offered the choice of purchasing al the Cash Price (less any credirfor
trade-in equipment ar purchase option accruals) plus applicable State and Local taxes ar at the'
Deferred Payment Price has elected to purchase at such Deferred Payment Price,
The,Customer may at any time pay in advance the full amount due hereunder and the Time Price
Differential will be adjusted by IBM to reflect the shorter payment period.
All remittances are to be made to the IBM Branch Office Address shown on the Installment Payment
Record, which will be mailed to the Customer by IBM.
ASSIGNMENTS
This Installment Payment Agreement is not assignable by the Customer, nor may the Customer sell,
transfer, relocate. or dispose of the machines, oe any of them, without prior wntten permission of
IBM. In no event may the machines be relocated outside the United States. Any attempted assignment, .
or transfer by the Customer of any of the rights, duties or obligations of this -Installment Payment
Agreement is void, _ -
••
CUSTOMER'S COVENANTS
The Customer agrees that: (a) it will not create, assume, or voluntarily suffer to exist, without giving
IBM at leasf15 calendar days' prior written notice, any mortgage, pledge, encumbrance, security
interest, lien, or charge of any kind upon the machines, or any of them: (b) it wilt keep the machines
in good repair and operating condition, Mit will pay promptly an taxes and other charges when levied
or assessed upon the machines, or their operation or use, or upon IBM in connection with this
Installment Payment Agreement (exclusive of taxes.based on net Income); and (d) It will promptly
satisfy all liens against the machines.
The Customer further agrees to procure and maintain Bre insurance with extended coverage against
toss, theft, damage to or destruction of the machines for the full insurable value thereof for the
duration of this Installment Payment Agreement, the policy for such insurance being endorsed to
show loss payable to IBM and assigns -as respectivelnterests may appear:Upon request a certificate
-
of such insurance will be furnished to IBM or assigns. Any proceeds received directly by IBM under
such insurance shall be credited to the payment required from the Customer pursuant to the Section
entitled ...Destruction of Machines.' ' - ^ : I •
DESTRUCTION OF MACHINES= . c • 2 • . -+: -
In the event that any of the machines shag be lost, stolen, irreparably damaged or destroyed or •
otherwise rendered permanently unfit for use from any cause whatsoever (such occurrences being
hereinafter called Casualty Occurrences) prior la the payment in lull of the Total Installment Payment
Price. to the extent permitted by law the Customer shall promptly pay to IBM a sum equal to the
aggregate Casualty Value of such machines: Any money so paid shall be applied, on the installment
date next following receipt by IBM of such payment, to reduce Installments thereafter lalling due so ,
that such installments represent only the payments due for the remaining machines. - •
The Casualty Value of each machine suffering a Casualty Occurrence—shah be the sum of the balances
of unpaid Installment Payments and Time Price Differential unpaid at the time of such Casualty
Occurrence and attributed to such machine, such -Time Price Differential being adjusted by IBM to
reflect the shorter payment period.' • i - "
DEFAULTS 4;
Any one ormore of the following are events cif default: (a) the Customer shall fail to -pay in full any
sum payable by the Customer when dug hereunder following IBM's written notice of such failure.
except as provided for in the Section titled "Funding'; (b) the Customer shall fail to obtain insurance
as required in this Installment Payment Agreement; (o) the Customer shag, for more than 30 days
after IBM shall have demanded in writing performance or observance thereof, failed to comply with
any other term of this Installment Payment Agreement; (d) any. insolvency proceedingss.of any
character, voluntary or involuntary, shag be instituted by or against the Customer; or (e) the -
Customer shall make en assignment for thebenefit of creditors. —.-- . -- - - -
r i;ate
REMEDIES
If an event of default shall have occurred, IBM or assigns may, to the extent permitted by law, (a)
recover the balance of amounts due hereunder; (b) enter any premises where the machines may be
' and take possession of them, or render Them unusable, and retain all prior payments as partial
compensation for their use and depreciation, (c) it Customer has failed la keep the machines in good
repair and operating condition, restore the machines to good` epair and operating condition at
Customer's expense for actual time and materials expended by IBMat IBM's then current charges: (d)
sell the machines, alter al least IS days' notice before the date of any intended public sale or the date
after wfiich any private sale or other disposition of the machines is to be made, with or without the
machines at the sale, at which sale IBM or assigns may purchase the machines; (e) incur attorney's
fees and legal expenses in exercising any of its rights and remedies upon default which the Customer
agrees to pay: and/or (U •pursue any other remedy permitted by law or in equity...
Waiver of any default shall not be a waiver of any other default; all al IBM's rights hereunder are
cumulative and not alternative.; , • • ; •. - r. „•_r ;i-• -
FUNDING
Since the Customer intends to request the appropriation of funds periodically to be paid for the
• machines, if funds are not appropriated for the Customer for such Installment Payments for, any
: future Fiscal Period, the Customer will not be obligated to pay the remainder of the Total Installment
Payment Price due beyond the end of the then current Fiscal Period. Such event will not constitute an
/ ,event of default.The Customer agrees to notify IBAJ.in writing of such nonappropnation at the earliest
possible time.
In the event that funds are not appropriated asprov
ded above and the Customer is unable to make
further payments due under this Installment Payment Agreement beyond the end of the then current
- Fiscal Period, IBM will, within a reasonable time after the end of such Period, enter and take the
machines from the Customer's premises and will retain all sums previofisly.paid by Customer to IBM
as partial compensation for machine use and depreciation; provided, however, that upon Customer
request, Customer may, prior to such repossession, retain the machines during a reasonable period
agreed to by IBM ala monthly charge designated by IBM, beginning on the first day following theta.
Fiscal
•-
Fiscal Period far which payment has been made hereunder.: _ -
•
ANY HOLDER OF THIS CONTRACT IS SUBJECT TO ALL CLAIMS AND •
-DEFENSES WHICH -THE DEBTOR COULD- ASSERT- AGAINST THE
SELLER OF GOODS' OR SERVICES OBTAINED PURSUANT HERETO
_OR WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE
DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR
HEREUNDER. -
LOCATION OF MACHINES !
• The machines shall remain personal properly, not become part of the freehold, and be kept at the
Customer's address shown on the face of this Agreement where IBM may inspect them at any
• reasonable time. -• • '
Until payment in full of the Deferred Payment Price due hereunder, the Customer may not sell,
transfer, substantially modify, relocate or dispose al the machines, or any of Them, without prior
written permission of IBM, nor may the machines be relocated outside the United States.
GENERAL .
If the unit price or trade-in credit for any machine is adjusted as provided for In the Purchase
Agreement referred to herein, the payments herein agreed to be paid shall be adjusted and this
Installment Payment Agreement shall be amended accordingly.
The terms and conditions al this Installment Payment Agreement shall prevail notwithstanding any
variance with the terms and conditions of the Purchase Agreement referred to herein..
Should this Installment Payment Agreement and/or the Purchase Agreement referred to herein be
held by the courts to be invalid or unenforceable, in whole or in part, the parties agree that the
machines shall be deemed to have been installed pursuant to the terms and conditions of IBM's State
and Local Government Lease Plan al IBM's applicable Slate and Local Government Lease Plan
'Monthly Charges. commencing with the Date of Installation or the Effective Date of Purchase of the
machines. For the period prior to such holding, IBM shall credit to the applicable Lease Plan Monthly
' Charges the amounts paid by the Customer to IBM under this Installment Payment Agreement and
amounts paid by the Customer for maintenance, property taxes and insurance. Any excess credits
shall be refunded to the Customer, and any deficiency shall be due to IBM; but in no event shall any •
amount be due to IBM in excess of funds appropriated.,
•
ti
y Page 2 of 2
Z 140-210A-3 (7)s1H
• • UIM025
32
OPD Supplement to Agreement for IBM Licensed Programs
To: International Business Machines Corporation
IBM Branch Office Address:
Name and Address of Customer:
Reference Agreement No.:
Supplement No.:
Branch Office No.:
Customer No.:
The following Licensed Program Materials are hereby made subject to the referenced Agreement for IBM Licensed Programs:
Number
Number
Licensed Program/
Features,
_,Optional Materials
DesignatedTypeIa iat
TypelSerial
Cha gds
Payment
Penod
Testing Period
Warranted
Initial
Process
Monthly
One -Time
I
-1-eAa l 2
/6
S
Ar.
17
3
L
,lz. `f
,Is
4
IRLIN.Azek
1
✓
/S"
r✓
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✓
Item
Number
Program Services...,,Installation
DesignatiSM
Representative
License
Applies
Location
License
Applies
Est. ShipiDel Date
or Elteclrveeate/o
Additional License
Designated Machine Location
Central
— Service
Local
Service
Local
Assistance
Ar.
17
•
[,-
rr.
le
• ,1
1
✓
r✓
Cl
P! . -- -
Acceptance o this Supplement by IBM is contingent upon (1) a satisfactory credit report on the Customer and (2) with
regard to the data shown on this Supplement, the absence of any mathematical error or deviation from IBM's current prices
and terms Unless advised to the contrary within 30 days after the signing of this Supplement, the Customer may consider
this Supplement to have been accepted by IBM as written and be in full. force and effect as of the date signed by IBM.
Program Services designated above will be provided without additional charge for a current release of the licensed program.
'Provided until discontinuance by IBM upon six months' notice.
"Provided until calendar date indicated.
'• •Provided for number of months indicated.
The Customer acknowledges that the Customer has read the Agreement for IBM Licensed Programs together with this
Supplement and agrees to be bound by their terms and conditions. Further, the Customer agrees that the Agreement and
this Supplement are the complete and exclusive statement of the Agreement between the parties, which supersedes all
proposals or prior agreements, oral or written, and all other communications between the parties relating to the subject
matter of this Agreement and this Supplement.
By By
Authorized Signature
Name (Typeer-Prinl)
Title
On On
Date
Authorized Signatwe
Name (Type or Print)
Title
Dale ,
Please send all communications to IBM at its branch office address listed above unless notified to the contrary.
W1Ml 63-O m acct IBM BRANCH OFFICE COPY Page 1 of 1
0977
Purchase Agreement
pry.
MACHINE
DESCRIPTION
Destination
Chpere•
Machine
Quantity
Destination XMPrihce
Charge'
ine
Ouantlty
Machine
Price
Type/Model
Feature
/
66-2v1#02-
O2
/7Z4 -�
;
it ;
376&16,9
3766100
/
G34 ti
oL0
D'
Destination Charge ('Subject to Change) — Invoiced Separately
1
/ /doloo
/leapt"
/
33o0
--r-
1
i
i
3 ecOo
3 Gyro
Sub -Total (B -D -E)
s_330
l L b'�'
nil
��
i
i
3Zopa
azo 00
/
St/S�,¢o/
/ !St
O c�S
Advance Payment Received
I►
38po
38 T�
NET AMOUNT (F+G+H-I)
z •00
sy� (ep!O
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1 1
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1
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Supply K 1s: 012112 018118 ❑ Other
i
1
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!
Destination Charge (.3'1311md 1. OL rra) tit ►
A/-!Oo
Purchase Price (Excluding applicable taxes and Destination Charges' .
$ 99YS90
For The Purchase of Installed Leased or Rented Machines:
Effective Date of Purchase Serial No Meter Count
Oty.
Casio Vi a *�"n W . A�"y ..i
DESCRIPTION
Include any deduction due to machine condition
Serial Number
Allowance
(Excluding Destination Charge)
Destination
Charge'
Br. Olt. No
Ztp Cale
N (Mimi. It
BY (Gus aes Slgnatu Dale
City M Mato
BY (IBM Repsfantati..s Slgnatwal
Data
Signa/ By —(Print Name) Signed By +IPnnl Title)
I
i
i
1
1
I
I
I
1
Destination Charge ('Subject to Change) — Invoiced Separately
O.
--y
❑ Trade -In
--r-
❑ Purchase Option Credits
I►
Sub -Total (B -D -E)
!
l L b'�'
nil
i
State and Local Taxes (Including Taxes. If Applicable on Line A)
Service Agreement IC and ICC 0 Service Agreement Signed
❑ SA II 0 Customer Declines........
❑ SA III 0 Customer Accepts on Installation........
Supply Agreement
0 Supply Agreement Signed
0 Customer Declines
Destination Charge (Subject to Change) (A+C)
t
/ !St
Advance Payment Received
I►
i
I
' •
NET AMOUNT (F+G+H-I)
►
sy� (ep!O
THE TERMS AND CONDITIONS ON THE REVERSE AND ATTACHED ARE A PART OF THIS AGREEMENT
THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ THIS AGREEMENT UNDERSTANDS R, AND AGREES TO BE BOUND BT ITS TERMS AND CONDITIONS. FURTHER. THE
CUSTOMER AGREES THAT R IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS,
ORAL OR WRITTEN. AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
(A)
(B)
International Business Machines Corporation
Casio Vi a *�"n W . A�"y ..i
Number of
Machines
Please Type or Print all Information except signature
City ml slate ztP 040.
Branch Onrp Marna
Br. Olt. No
Ztp Cale
N (Mimi. It
BY (Gus aes Slgnatu Dale
City M Mato
BY (IBM Repsfantati..s Slgnatwal
Data
Signa/ By —(Print Name) Signed By +IPnnl Title)
cessing Equipment On
(C)
(D)
(E)
(F)
(G)
(H)
(1)
IJ)
MUST BE INITIALED TO BE VALID
0 Currently on Automatic Service Plan
0 Customer Agrees to Purchase ,,aril
❑ Regular Plan
❑ Automatic Service Plan
0 Customer Declines........•
TERMS AND CONDITIONS ONYATTACHMENT
MACHINE
Number of
Machines
Basic Annual
Se Per Charge
Per Unit
Guaranteed Annual Inspection Desired
Zone Charge
11 Applicable
Per Unit
Yes/No
Charge
Typal Modal
Feature
-i
i
1
1
I
1
1
I
1
I
I
f
!
i
Service Agreement IC and ICC 0 Service Agreement Signed
❑ SA II 0 Customer Declines........
❑ SA III 0 Customer Accepts on Installation........
Supply Agreement
0 Supply Agreement Signed
0 Customer Declines
Z 140-2184-4110/801
U/M 50
IBM BRANCH OFFICE
CUSTOMER
Page 1 of 3
L-X,e 'a3 "
PURCHASE AGREEMENT TERMS & CONDITIONS Page
w ago- ew
Customer agrees to purchase and International Business Machines Corporation (IBM) by its
acceptance of this Agreement, agrees to sell. on the following terms and conditions, the machines
shown on the first page of this Agreement Under these terms and conditions, IBM will. ll) sell
machines to the Customer. and (2) provide Warranty service. and (3) as available. furnish
programming and programming services. all as described herein. The Customer agrees to accept the
machines. Warranty service. programming and programming services under the terms and conditions
of this Agreement. The Customer further agrees with respect to the machines and programming to
accept the responsibility for (1) their selection to achieve the Customer's intended results, (2) their
use and (3) the results obtained therefrom. The Customer also has the responsibility for the selection
and use of. and results obtained from, any other equipment. programs or services used with the
machines and programming.
Acceptance of this Agreement by IBM is contingent upon (ii a satisfactory credit report on the
Customer and (2) with regard to the dollar amounts shown on the first page of this Agreement, the
absence of any mathematical error or deviation from IBM's current prices Unless the Customer is
advised to the contrary within 30 days alter the signing of this Agreement. this Agreement is
accepted by IBM as written and is in full force and effect from the date signed by IBM.
The term "machines' as used in this Agreement refers to machines and/or their model upgrades
and features unless the context requires individual reference to model upgrades and features.
PAYMENT
The Customer agrees to pay the Purchase Price less any applicable Trade•lo Credit as shown on the
first page of this Agreement.
Payment will be made as specified in the invoice. unless otherwise provided far in an installment
payment agreement between IBM and the Customer.
Except for the purchase of installed leased or rented machines:
This Agreement must be signed by the Customer and accepted by IBM on or before the Date of
Installation of the machines
For the purchase of installed leased or rented machines:
The prices stated herein are exclusive of any charges which are due or may become due from the
Customer under any IBM lease or rental agreement relating to the machines.
The Effective Date of Purchase shall be the later of the Effective Date of Purchase stated on the
first page of this Agreement or the dale on which this Agreement, signed by the Customer. is
received by IBM. The machines will be terminated under the applicable IBM lease or rental
agreement between IBM and the Customer as of the day immediately preceding the Effective
Date of Purchase
In addition to the prices shown on the first page of this Agreement, the Customer agrees to pay
amounts equal to any taxes resulting from this Agreement• or any activities hereunder. exclusive of
taxes based en net income. Any personal property taxes assessable on the machines alter delivery
to the carrier shall be borne by the Customer. except that any such taxes assessable on purchase of
installed leased or rented machines on en after the Effective Date of Purchase shall be borne by the
Customer.
machines covered by this Agreement. such Order Certification. along with any associated
Supplement to Order Certification for IBM Machines signed by the Customer, is hereby incorporated
in and made a part of this Agreement.
PRICE PROTECTION PERIOD
For Electric Typewriters and Input Processing Equipment not yet installed. IBM may not increase the
prices from the dale on which this Agreement is signed by the Customer and IBM to the originally
scheduled shipping date (this period will at no lime exceed twelve months).
For machines other than Electric Typewriters and Input Processing Equipment not yet installed,
prices of the machines stated herein shall not be subject to any established price increase from the
dale on which this Agreement is signed by the Customer and IBM unless written notice shall have
been given to the Customer at least three months before the date of shipment.
For purchase of installed leased or rented machines. unless protected by a valid quotation, prices
are subject to change until the Elf ectwe Date of Purchase within the limits set forth in the provisions
of any applicable IBM lease agreement.
If IBM's established price for mix machine upon the Date of Installation shall be lower than the price
for such mach
ine stated in thisA 8 reement, the Customer shall have the benefit of such lower price.
INSTALLATION
The Customer agrees to provide a suitable installation environment with all the facilities prescribed
by IBM. Machines purchased under this Agreement shall be installed as specified by IBM.
Except for purchase of installed leased or rented machines. the Date of Installation for a machine
being installed (except for Customer Set Up machines) will be the day (Monday through Friday)
following the day that (1) the machine is installed as specified by IBM, or 12) the machine is
delivered to the Customer, if the Customer fails to provide a suitable installation environment or
elects to delay installation. IBM will notify the Customer of the Date of Installation.
CUSTOMER SET-UP MACHINES
The Customer shall be responsible for set-up of Customer Set -Up (CSU) machines. A CSU machine
will be'considered to be installed on•the last day (Monday through Friday) of the CSU allowance
oe rio dfor for s of the machine.
ch machine e whit ch
Customer's commences nprthe day (Monday through Friday) following the date
A CSU feature or model conversion will be considered to be installed one month following the later of
its estimated dale of shipment or its actual date of shipment from IBM.
CONFIGURATION CHANGES
By agreement.behveen IBM and the Customer, changes in the configuration of machines described
herein may be made prior to the date of shipment. Such changes will be subject to prices and
shipping schedules in effect at time of change.
Additional features and model upgrades which are field installable may be ordered in writing by the
Customer under this Agreement. at any time atter its acceptance by IBM. for installation in the
machines. subject to IBM's prices then generally in effect.
PROGRAMMING
The term "programming" as used in this Agreement shall mean such programming as IBM may make
generally available. from time to time, without separate charge. for machines of the types ordered by
the Customer under this Agreement. IBM will furnish such programming as maybe requested by the
Customer.
The term "programming services' shall mean such services as IBM may generally make available
without separate charge to connection with programming. IBM will determine'the progragrming
services available and their duration ' " •'
The terms "programming" and "programming services" do not include IBM programs and services
that are available for a separate charge or which are offered under separate written agreements.
LIMITED WARRANTIES
Machines purchased under this Agreement maybe either newly manufactured by IBM from new and
serviceable used parts which are equivalent to new in performance in these machines, on assembled
by IBM from serviceable used parts. or machines which have been previously installed. IBM warrants
that each machinewill be in good workingorder on the day that itis installed and that it wdl conform to
IBM's official published specifications
The following Warranty Period will apply to the machines:
DESTINATION CHARGES
All Destination Charges for each machine. model change or feature, and any rigging charges.
including those charges related to any equipment being traded. in, will be paid by the Customer in
accordance with IBM's then current shipping and billing practice.
TITLE
Except for purchase of installed leased or rented machines, title to each machine passes to the
Customer on the date of shipment from IBM. or on the date this Agreement is signed by IBM,
provided that such Agreement is accepted by IBM, whichever is later.
For purchase of installed leased or rented machines, title to each machine passes on the Effective
Dale of Purchase.
SECURITY INTEREST
IBM reserves a purchase money security interest in each of the machines listed herein in the amount
of its Purchase Price. These interests will be satisfied by payment in full unless otherwise provided
for in an IBM installment payment agreement. Acopy of this Agreement may be filed on IBM's behalf
with appropriate state authorities at any time after a signature by the Customer as a financing
statement in order to perfect IBM's security interest. Such fibng does not constitute acceptance of
this Agreement by IBM.
TRADE-IN ALLOWANCE CREDIT
The Customer agrees to make available to IBM the trade-in equipment listed on the first page of this
Agreement prior to or upon the Date of Installation of machines ordered hereunder. IBM may reduce
the Trade -In Allowance Crediland Increase the NetAmount shown on the first page of this Agreement it
any trade-in equipment, when received by IBM orRs authorized agent, is not in substantially the same
condition as when inspected.
The Trade -In Allowance Credit may not be reduced, other than for equipment condition, unless
written notice shall have been given to the Customer at least three months before the date of
shipment of the machines ordered hereunder.
The Customer certifies that the Customer is the true owner and that IBM will receive the trade-in
equipment free from any encumbrances.
Title to the trade-in equipment and risk of loss will remain in the Customer until physical delivery Ie
IBM or its authorized agent, at which bine tide will be deemed to pass.
The Trade -In Allowance Credit will be issued promptly alter passage of title of the trade-in equipment
to IBM and upon installation of the orPorder machines. The credit will be applied only as part
PBayment of the Purchase Price of the on -order machines or against sums due or to become due to
TRAADE•IN EQUIPMENT DESTINATION CHARGES
All destination, packaging and rigging charges for trade-in equipment other than Electric Typewriters
and Input Processing Equipment are the responsibility of the Customer.
RISK OF LOSS OR DAMAGE
The Customer assumes risk of loss or damage spun delivery of the machines tp the Customer, or the
Effective Dole of Purchase for installed leased.,drrented machines.'
SHIPMENT' (Except tar nut wand; .i insraaed Iease4.r rented machine,/
IBM agrees to schedule each machine for shipment in accordance with IBM's applicable shipment
sequence and will confirm and amend. as -necessary, the Customer's schedule. Prior to shipment,
IBM will make reasonable accommodation to a delay requested by the Customer.
ORDER CERTIFICATION
If IBM requires the signing by the Customer of an Order Certification for IBM Machines for any of the
Except for the purchase of installed leased or rented machines, the Warranty Period for each
machine will be 90 days commencing upon the Date of Installation of such machines.
For the purchase of installed leased or rented machines. the Warranty Period for each machine
will be 90 days commencing upon the date the originally ordered machine was first installed on
rent or lease with the Customer.
I. SERVICE AND PARTS WARRANTY
IBM will provide Warranty service to keep in or restore to good working order each machine for 90
days from the Warranty commencement date at no additional charge to the Customer, exceptes set
forth in the Section entitled "Exclusions. This Warranty service includes preventive maintenance
based upon the specific needs of individual machines as determined by IBM and unscheduled.
on-call remedial maintenance. Warranty service will also include lubrication. adjustments, and re
placement of parIs deemed necessary by IBM. Parts will be furnished on an exchange basis, and the
replaced parts become the property of IBM. Warranty service provided under this Agreement does
not assure uninterrupted operation of the machines
Commencing on the Date of Installation of an additional feature or model upgrade increment. IBM
will provide a 90 day Service and Pads Warranty for such feature or model upgrade increment
During the Warranty Period. engineering changes. determined applicable by IBM. will be controlled
and installed by IBM on the machines. The Customer may. by providing notice subject to written
confirmation by IBM, elect to have only mandatory changes, as determined by IBM. installed on the
machines.
IBM shall have full and free access to the machines to provide service thereon. The Customer shall
promptly inform IBM of any change in the machine's location during the Warranty Period: Service
outside the scope of the Warranty will be furnished at IBM's time and material rates then generally in
effect. .. • _ -
II.ADDITIONALWARRANTYPROVISIONS
IBM further warrants that programming designated by IBM far Ise with a machine and 1orwhich
programming services are available will conform to IBMs official published specifications when
shipped to the Customer if properly used on such machine Thereafter. IBM wilt provide programming
services, subject to the provisions slated in the Section entitled "Programming."' •,
IBM does not warrant that the functions contained in the programming will operate in the
combinations which may be selected for use by the Customer, or will meet the Customer's
requirements.
ALL PROGRAMMING FOR WHICH NO PROGRAMMING SERVICES ARE AVAILABLE IS DISTRIBUTED
ON AN "AS IS" BASIS WITHOUT WARRANTY.
IBM does not warrant that the operation of the machine or programming will be uninterrupted or
error Tree. or that all programming errors will be corrected
III. EXCLUSIONS
The warranties provided by IBM under the Agreement do by failure
include: continually
(a) installation environment withnall facilitieseprescribed by IBMoilud g, but vide a not limited to.
adequate space, electrical power. air conditioning or humidity control;
(b) repair of damage or increase in service time caused by the use of the machines for other than
ordinary use for which designed: j .
fc) parts (duecto other than normal weae use r) or repetitivecserrvicercalls; air of damage. replacement of
(d) repair of damage or increase in service time caused by: accident; disaster. which shall include,
but not be limited to, Fire. flood, water, wind and lightning; transportation: neglect or misuse;
alterations. which shall include. but not be limited to. any deviation from IBM's physical,
mechanical or electrical machine design; attachments, which are defined as the mechanical.
electrical or electronic interconnection to an IBM machine of non -IBM equipment and devices
not supplied by IBM. or IBM machines. except those IBM machines which are owned by IBM.
under the Service and Parts Warranty provision of an IBM purchase agreement or under an IBM
service agreement;
lel repair of damage or increase in service time caused by the conversion from one IBM model to
another or the installation or removal of an IBM feature whenever any of the foregoing was
performed by other than IBM. This exclusion shall apply only during the 90 days subsequent to
the date of such machine modification:
(f) additional service time and replacement parts associated with the installation by IBM of an
engineering change when such additional service and parts are required due to the conversion
from one IBM model to another or the installation or removal of an IBM feature whenever any of
the foregoing was performed by other Than IBM:
" (g) furnishing supplies las designated by IBM) or accessories. painting or refinishing the machines
or furnishing material therefor. inspecting altered machines. making specification changes or
perlormingservices connected with relocation of machines. or adding or removing accessories.
attachments or other devices:
(h) electrical work external to the machines or maintenance of accessories. alterations. attach-
ments or other devices not furnished by IBM:
(i) such service which is impractical for IBM to render because of alterations in. or attachments to.
the machines: and
(it providing Warranty service U the machine is located outside the United States. Puerto Rico.
Guam or the Canal Zone.
PATENT AND COPYRIGHT INDEMNITY •
IBM will defend the Customer against a claim that machines or programming supplied hereunder
i!lunges a U S. Patentor Copyright. or that the machinesoperation pursuant to the current unaltered
Operating Instructions provided by,IBM for such machine and/or pursuant to a current release and
modification level of any programming supplied by IBM infringes a U.S. patent. IBM will pay resulting
costs, damages and attorneys fees finally awarded provided that:
a) the Customer promptly notifies IBM in writing of the claim; and
h) IBM has sole control of the defense and all related settlement negotiations.
II such claim has occurred. or in IBM's opinion. is likely to occur, the Customer agrees to permit IBM.
at its option and expense either to procurator the Customer the righttocontinue using the machines or
programming or to replace or modify the same so that they become non infringing. If neither of the
foregoing alternatives is reasonably available, the Customer agrees to return the machines or
programming on written request by IBM. IBM agrees to grant the Customer a credit for returned
machines as depreciated. The depreciation shall be an equal amount per year over the life of the
machines as established by IBM
IBM has no liability for any claim based upon the combination. operation or use of any machines or
programming supplied hereunder with equipment or data not supplied by IBM. or with any program
addition programming supplied
if such been
avoided
useof another prgram whthrcapablof rformig he sameor diferent fuctInor esut.BM
has no liability for any claim based'upon alteration of the machines or modification of any
programming supplied hereunder. If such claim would have been avoided by the absence of such
aIteration or modification.
The foregoing stale the entire obligation of IBM with respect to infringement of patents and copyrights.
WITH T TO PURCHASE OF INSALLED CH HAV
BEEN
NS ALLEDEFORMORETHAN90DAYS?THECUSTOMERAGASED ORREESTOPURCHASETHENTED MACHINES EMACHINESON
AN "AS IS" BASIS WITHOUT WARRANTY.
IN NO EVENT WILL IBM BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES,
EVEN IF IBM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES. EXPRESS OR IMPLIED,
EXCEPT AS MERCHANTABILITY Y AND FITNESS OR A PACONSUMER GOODS RT CULAR PUWHICH RSE POSE APPLHE Y FORT E PERIOD OF TS HE
EXPRESS WARRANTIES.
PURCHASERS OF CONSUMER PRODUCTS SHOULD NOTETHAT SOME STATES DO NOT ALLOW FOR
THE EXCLUSION OF CONSEUENTIAL DAMAGESTHE LIMITATION ON THE DURATION O
IMPLIED WARRANTIES SO THE ABOVE EXCLUSIONOR AND LIMITATION MAY NOT BE APPLICAB EF
ALSO O HAVE OTHER RIGHTS WHICH MAY VASPECIFIC
AY FROMETATE TO STATE D THE PURCHASER MAY
ALL INQUIRIES CONCERNING THE ABOVE WARRANTY AND/OR IBM'S PERFORMANCE THEREUNDER
SHOULD BE ADDRESSED TO IBM AT ITS BRANCH OFFICE ADDRESS SHOWN ON THE FACE OF THIS
AGREEMENT.
OTHER PRODUCTS AND SERVICES
All maintenance and other service activities (including but not limited to activities excluded from the
Warranties provided under thisAgreement and those relating to pre installation planning, inspections.
relocation of machines, engineering changes and altered programming) which may be made available
by IBM to the Customer at no additional charge oral IBM's then applicable time and material charges.
in connection with any machines or programming supplied under this Agreement shall be subject to
the terms and conditions of this Agreement unless such activities are provided under another written
agreement signed by IBM and the Customer.
LIMITATION OF REMEDIES
IBM's entire liability and the Customers exclusive remedy shall be as follows:
In all situations involving performance or non-performance of machines. model upgrades, features or
programming furnished under this Agreement. the Customer's remedy's II) the adjustment or repair
of the machine, model upgrade or feature, or replacement of its parts by IBM. or. al IBM's option.
replacement of the machine, model upgrade or feature. or correction of programming errors. or (2) d.
atter repeated efforts. IBM is unable to install the machine. model upgrade or feature or a replacement
machine. model upgrade or feature in good working order. or to restore it to good working order. or to
make programming operate. all as warranted, the Customer shall he entitled to recover actual damages
to the limits set forth a This Section Far any other claim concerning performance or non-performance
under thisurAgreementrtheCustomer shalllbeentitlede torecoveractualdamagestothelimitssetforth
r
in this Section. '
IBM's liability for damages to the Customer for any cause whatsoever, and regardless of the form of
aclion. whether in contract or in tort including negligence. shall be limited to the greater x1525,000 or
the purchase price stated herein for the specific machines that caused the damages or that are the
subject matter of or are directly related to the cause of action. The foregoing limitation of liability will
nol apply to the payment of cost and damage awards referred loin the Section entitled "Patent and
Copyright Indemnity, or to claims for personal injury caused solely by IBM's negligence.
In no event will IBM be liable for any damages caused by the Customer's failure to perform the
Customer's responsibilities, or for any lost profits or other consequential damages, even d IBM has
been advised of the possibility of suchdamages, or for any claim against the Customer by any other
party. except as provided in the Section entitled "Patent and Copyright Indemnity." -
In addition to the machines. programming and services provided under this Agreement. IBM offers
other products and services at separate charges under applicable written IBM agreements. IBM and
the Customer agree that such products and services cannot be the subject of an oral agreement. The
Customer
and conditions ofwith a written agreement such signed by the Customer andducts or services as IBM, but only under the
GENERAL
This Agreement is not assignable without the prior written consent of IBM. Any attempt to assign any
of the rights- duties or obligations of this Agreement without such consent is void.
This Agreement can only be modified by a written agreement duly signed by persons authorized to sign
agreements on behalf of the Coslomer unit 01 IBM (as authonioed IBM Manager), and variance from the
terms and conditions of this Agreement in any order or other written notification from the Customer.
will be of no effect. The term "this Agreement' as used herein includes any future written amendment
made in accordance herewith.
II the Customer defaults as to any obligation to return machines or fails to pay any amounts due
hereunder. IBM, in addition to any other remedies. may repossess the machines without notice and
the Customer agrees to pay all costs and expenses of collection and/or repossession. including all
attorneys fees incurred. up to the maximum permitted by applicable state law.
If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the
validity. legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby. , • . •.
No action. regardless of form, arising out of this Agreement maybe brought by either party more than
two years after the cause of action has arisen. or. in the case of non-payment, more than two yeast
from the date of the last payment.
IBM is not responsible for failure to fulfill its obligations under this Agreement due to causes beyons
its control
This Agreement will be governed by the laws of the State of New York.
TRAVEL EXPENSE
There will be no charge for travel expense associated with Warranty service or programming service
under this Agreement, except travel charges in those instances where the machine location is not
normally accessible by private automobile or scheduled public transportation or if the IBM Service
Representative is unable to travel to the machine location. perform regular service. and then (ravel to
IBM's nearest Branch Office or Point of Service within IBM's normal business hours. In such instances
the Customer agrees to pay actualtravel expense plus travel and waiting time at IBM's prevailing hourly
rate.
MAINTENANCE SERVICE AND PARTS
Following expiration of the applicable Warranty Period. IBM if requested will provide, at IBM's rales
and terms then in effect, maintenance service and maintenance parts for the machines, as long as
such service and parts are generally available.
ENGINEERING CHANGES
IBM will, upon request, furnish to the Customer, al IBM's prices then generally in effect, such
engineering changes as IBM shall have available for sale and which may be suitable for use on. or in
announcedion winlh. thehe fu future will bes suitable los usM makes no e on, ee fion that n connection with. thesneering e machines es which may be
CUSTOMER
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SERVICE AGREEMENT I — TERMS AND CONDITIONS
ACCEPTANCE
Acceptance of this Agreement by IBM Is contingent upon the absence of any mathematical
error and upon consistency with IBM's then current prices Unless the Customer is advised
to the contrary within 30 days from the Customer's signing of this Agreement, this
Agreement is accepted by IBM as written and Is in lull force and effect on the date signed
by IBM.
TERM
This Agreement will remain in force until the Renewal Month and will then be automatically
extended for annual perrod(s) until all machines have been withdrawn from service under
this Agreement.
For each machine there will be a Service Commencement Date which will be the day
following the expiration date of the Service and Parts Warranty provision of an IBM
Purchase Agreement or the Service Commencement Date as shown on the face of this
Commence'menit Date up to but not including thmachine
ffirst iday of the providedenewfrom Month the
as showService
on the face of this Agreement, or the Customers presently established Renewal Month If
the Customer elects to prorate. Thereafter, Service Availability for each machine will be
automatically extended for annual period(s), unless the machine Is withdrawn from
service.
The Customer can terminate this Agreement or withdraw any machine from this Agreement
at any time with one month's prior written notice to IBM.
Except as otherwise provided herein, IBM may withdraw any machine from this Agreement
at any time following twelve months from the Service Commencement Date by providing
the Customer with one month's prior written notice.
SERVICE AVAILABILITY • -
IBM will provide service availability during IBM's normal business hours while the machine
is located within the United Stales, Puerto Rico, Guam or the Canal Zone. This service to
keep the machine(s) in, or restore the machine(s) to, good working order includes
unscheduled, on-call remedial maintenance and preventive maintenance (Inspections).
Inspections may be performed during the course of the on-call remedial maintenance and
are based upon the specific needs of the Individual machine as determined by IBM.
Maintenance will include lubrication, adjustments and replacement of maintenance parts
deemed necessary by IBM. Maintenance parts will normally be either new or equivalent to
new in performance when installed In an IBM machine. If anew or equivalent to new part Is
not available, and a used part Is supplied, the Customer will be so advised. Maintenance
parts will be furnished on en exchange basis, and the replaced parts become the property
of IBM. Service provided under this Agreement does not assure uninterrupted operation of
the machine(s).
The Customer may purchase a Guaranteed Annual Inspection by so Indicating on the lace
of this Agreement. The charge will be the charge then generally In effect on the latter of the
Commencement Dale or Renewal Month of this Agreement. If Guaranteed Annual
Inspection has been purchased and IBM falls to perform such Inspection, the Customer
will be given a refund of the amount paid for such Guaranteed Annual Inspection.
CHARGES
Tha Customer agrees to pay a Basic Annual Service Charge as indicated on the face of this
Agreement
Service Charges are subject to Increase by IBM effective on the Renewal Month with prior
written notice by IBM to the Customer.
If the Customer requests service to be performed at a time outside IBM's normal business
hours, there will be no additional charge for maintenance parts; however, the service, if
available, will be furnished at IBM's applicable hourly rates and terms then In effect.
When the distance from the Machine's Location to IBM's nearest Branch Office or Point of
Service is greater than 15 miles, the Customer agrees to pay IBM's then current Zone
Charges or travel charges. Travel charges will consist of actual travel expense plus travel
and waiting time at IBM's prevailing hourly rate. Travel charges will also apply If the
machine location is not normally accessible by private automobile or scheduled public
transportation or if the IBM Service Representative Is unable to travel to the machine
location, perform regular service, and then travel to IBM's nearest Branch Off ice or Point of
Service within IBM's normal business hours.
Changes in machine specifications may result In an adjustment of the Service Charge.
Such adjustment will become eliective upon the Installation of the specification change.
AUTOMATIC SERVICE AGREEMENT PROVISION. (Optional—sea face of this Agreement)
Each machine subsequently purchased, the type of which is eligible for service under this
Agreement, will be automatically added to this Agreement. The Service Commencement
Date will be the day following the expiration date of the Service and Pans Warranty
provision of the applicable IBM Purchase Agreement.
The Service Charge and Zone Charge, If any, will be the lower of charges then In effect on
the last Renewal Month for service under this Agreement or the charges In effect on the
Service Commencement Date for that machine.
TAXES -
In addition to the charges due under this Agreement, the Customer agrees to pay amounts
equal to any taxes resulting from this Agreement, or any activities hereunder, exclusive of
taxes based upon net income.
INVOICING '
The Basic Annual Service Charge and Zone Charge, If any, will be invoiced in advance.
Payment will be due as specified In the Invoice. All other charges due hereunder am
payable as specified In the Invoice: The Basic Annual Service Charge and Zone Charge, If
any, for a partial month's service will be prorated on the basis of a 30 -day month.
EXCLUSIONS
Service under this Agreement does not Include'
(a) repair of damage or increase In service lime caused by accident, misuse, disaster, or
abuse; or by accessories, alterations, attachments or other devices not furnished
by IBM; ,
•
(b) furnishing or repairing supplies or accessories (optional features); painting; or
refinishing the machines;
(c) making specification changes; -• •
(d) maintenance service due to the use of supplies, Including repair of damage,
replacement of parts (due to other than normal wear) or repetitive service calls;
(e) service of accessories, alterations, attachments, or other devices not furnished by
- IBM;
(fI repair of damage or increase In service time caused by failure to continually provide a
suitable Installation environment with all facilities prescribed by IBM including, but
notnlimited to, adequate space, electrical power, air conditioning or humidity control;
(g) additional service time and, or replacement parts due to conditions set forth in the
Sections "Access to Machines," "Engineering Changes — Installation and Control.'
and "Non -IBM Parts."
ACCESS TO MACHINES
IBM shall have lull and free access to the machine(s) to provide service (hereon.
If persons other than IBM representatives shall install model conversions or feature
additions or shall perform service on a machine, and as a result further repair by IBM is
required, such further repairs will be made at IBM's applicable time and material rales and
terms then in effect. If such additional repair Is required, IBM may withdraw the machine
from this Agreement upon one month's prior written notice to the Customer following any
repetition of the need for additional repair of such machine caused by non -IBM service
activity.
ENGINEERING CHANGES—INSTALLATION AND CONTROL
Engineering changes, determined applicable by IBM, will be controlled and Installed by
IBM on machines covered by this Agreement. The Customer may, by providing notice
subject to written confirmation by IBM, elect to have only mandatory changes, as
determined by IBM, Installed on machines so designated.
IBM reserves the right to charge, at its applicable time and material ales and terns then In
effect, for additional service time and replacement pads associated with the Installation by
IBM of an engineering change when such additional service and pans are required due to
the conversion Irom one IBM model to another or the Installation or removal of an IBM
feature whenever any of the foregoing was performed by other than IBM.
NON -IBM PARTS
Service provided by IBM under this Agreement does not include the replacement or
adjustment of parts which were not furnished for the machine by IBM, or the time spent In
determining the need for replacement or adjustment of such parts, except for common
hardware items such as screws, nuts, bolts, clamps and commercially available parts such
as Iighlbulbs IBM will replace, Cl the Customer's request and at IBM's applicable time and
. material rales and terms then In effect, maintenance parts which were not furnished for the
machine by IBM (except when such part is in an alteration) when such parts are directly
interchangeable with the IBM maintenance parts.
When IBM determines that a machine under this Agreement contains a part, nal famished
for the machine by IBM, which Is particularly significant to IBM's ability to provide
maintenance service for such machine under this Agreement, IBM may withdraw the
machine from this Agreement upon one month's prior written notice to the Customer,
unless the Customer replaces the part with a directly interchangeable part furnished for the
machine by IBM. IBM will, at the Customers request, replace such pad with a directly
Interchangeable part at IBM's applicable time and material rates and terms then in effect.
DISCLAIMER AND LIMITATION OF LIABILITY
IBM's liability to the Customer for damages, from any cause whatsoever. and regardless of
the form of action, whether In contact or In tort Including negligence, shall be limited to
actual damages up to a maximum of $10,000 or Twelve months Service Charges for the
specific machines under this Agreement that caused the damages or that are the subject
matter of or are directly related to the cause of action. The foregoing limitation of liability
will not apply to claims for personal Injury or damage to real property or tangible personal
property caused by IBM's negligence.
IN NO EVENT WILL IBM BE LIABLE FOR LOST PROFITS OR OTHER CONSEQUENTIAL
DAMAGES EVEN IF IBM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OR FOR ANY CLAIM AGAINST THE CUSTOMER BY ANY OTHER PARTY.
IBM DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW LIMITATIONS OF AN IMPLIED
WARRANTY OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUEN•
TIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO .
YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO
HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
GENERAL
Subject to the terms of the following paragraph, IBM may modify the terms and conditions
of this Agreement effective on the Renewal Month by providing the Customer with prior
written notice.
Any such modification will apply unless the Customer exercises the option to terminate
this Agreement or withdraw the machines) affected by such modification. Otherwise, this
Agreement can only be modified by a written agreement duly signed by persons authorized
to sign agreements on behalf of the Customer and of IBM (an authorized IBM Manager) and
variance from the terms and conditions of this Agreement In any Customer order er other
written modification will be of no effect.
The Customer represents that the Customer Is the owner of the machine(s) under this
Arethis Agreement. or, if not the owner, has authority from the owner to Include such machine(s)
greement.
This Agreement Is not assignable; its rights, duties and obligations may not be assigned
or transferred by the Customer without the prior written consent of IBM. Any attempt to
assign or transfer any of the rights, duties or obligations of this Agreement without such
consent Is void.
IBM's service provided outside the scope of this Agreement will be furnished at IBM's
applicable time and material rates and terms Then In effect.
IBM Is not responsible for failure to render service due to causes beyond Its control
(Including a claim of patent Infringement, or action thereon, that may inhibit IBM's ability
to render service).
Either party may withdraw any machine or all machines from this Agreement for failure of
the other to comply with any of its terms and conditions.
No action, regardless of form, arising out of this Agreement may be brought by either party
more than two years after the cause of action has arisen, or, in the case 01 non-payment,
mom than two yeam from the date of the last payment.
This Agreement will be governed by the laws of the Stale of New York. . • _
•
Attachment`
Z 140.2184-4 (10/30(
:Supply. Agree~c.nt
Supply Group RIBBONS & TAPES
TOTAL ANNUAL
OUANTITY
ORDERED
MIOUANTITY ITO ANT )
SINGLE LOCATION 'y
Quantity
Description
Reorder A
9111 al Quantity
Price
Per
- SHIPMENT QUANTITY MONTHS OF -• ==ter ..e./ • "
Ouanitly
Description
40
.riM1±`,!. cti r'
Reorder
o SHIPMENT QUANTITY MONTHS OF
AA AMP,^
OUantily
Description
Reorder
s{.
ev
Bill at Quantity' Price
Per
a$:`>Fs rid
SHIPMENT QUANTITY MONTHS OF^
SLPTZTICIA
Bill at Ouantlty
Price
Per
JUNK
AvauSi
Fr
acq
Quantity
Descnpnon
Reorder R
Bill at Quantity
Price
Per
SHIPMENT QUANTITY MONTH5 0
PCBRuAnv
1U.
Supply Group
BILL TO
TOTAL ANNUAL rf��
QUANTITY U
ORDERED
MINIMUM SHIPMENTr1L
QUANTITY TO A U
SINGLE LOCATION
Quantity
Description
_.. ema0-CYT-nuANTiYYoMONT
Reorder A
3 OF. .� --
.z.
Bill at Quantity Pnce
Per
.. - ___ -..•- + .., �• ' . '- .�
."• a••
Quantity
Description
Reorderq
Boll at Quantity Price
Per
SHIPMENT. QUANTITY-MONTAS:OF`-,^.
Ouanlity
COIATccv
Oescriptlon
' M1l.ini Yx Td!"a`rJwt aig t
Reorder
SHIPMENT QUANTITY iMONTMS
`vtf
Price
13I11 at Quantity
Per
MISCELLANEOUS SUPPLY ITEMS
Ouantlly
Description
Reorder A
SHIPMENT QUANTITY MON 1MS OF
Bill al 0uanNly
Price
Per
VA
APRIL
AUCUS
c.rew.ew
oda
(Y VC.4•Ew
Quantity
Description
Reorder A
0111 at Quantity
Price
Per
+5 x�M1+r&
AlIGVDT
Ocrowl
ucdcwwa
11 the Customer requests delivery of Supplies at quantities lower than the Minimum SRipmenl Ouantity to a Single Location as indicated, IBM will bill and the Customer agrees to pay th
higher price for su h lower quantity based on IBM's app icable price list.
THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE PART OF THIS AGREEMENT.
THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AILD 009810ION5. FURTHER, THE CUSTOMER AGREES THAT
IT I5 THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL
OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
International Business Machines Corporation
BILL TO
SHIP TO 111 Dilferent Than BIN 00)
Customers Name
Customer's Name
Branch 011100 No. -
Mark For (Attention OI)
Mark For (Attention 00
•
Branch:Wilco Address
Address
Address
CITY
City
City
.
State
Zip Code
State
Zip Code
State
Zip Code
BY:
DATE:
IBM REPRESENTATIVE SIGNATURE
Z 140.9088- •
. U/M 50 1/90
ATTEST:
BY:
CUSTOMERS SIGNATURE
DATE
CUSTOMER REPRESENTATIVE'S NAME TITLE „Telephone Number
' DO NOT PAY UNTIL INVOICED IBM BRANCH OFFICE
City Secretary
APPROVED:
J. BRUCE AYCOCK, CITY ATTORNEY
By
Assistant City Attorney
.Iw..,swll. ar J n..i..nacy
APPROVED:
Director of Data Processing -
r
Z 140-90a6.0.7/88
SUPPLY AGREEMENT
TERMS AND CONDITIONS
ACCEPTANCE
Customer agrees to purchase and International Business Machines
Corporation (IBM) by its acceptance of this Agreement, agrees to sell,
on the following terms and conditions, the Supplies shown on the
first page of this Agreement. Acceptance of this Agreement is
contingent upon (1) a satisfactory credit report on Customer, and (2)
with regard to the dollar amounts stated herein, the absence of any
mathematical error or deviation from IBM's standard prices. Unless
the Customer is advised to the contrary within 15 days after the
Customer's signing of this Agreement, this Agreement is accepted by
IBM as written on the date signed by IBM. The date on which the
Customer signs this Agreement, if subsequently accepted by IBM,
will be the Effective Date.
TITLE
Title to Supplies under this Agreement will pass to Customer on the
date of shipment from IBM. -
SECURITY INTEREST
IBM reserves a Security Interest in the Supplies listed herein or to be
ordered in the future under this Agreement in the amount of their
purchase price. These interests will be satisfied by payment in full. A
copy of this Agreement may be filed with appropriate State authori-
ties at any time alter signature by Customer as a financing statement
in order to perfect IBM's Security Interest.
RISK OF LOSS
Customer assumes risk of loss or damage upon delivery of the
Supplies to the Customer.
TERM
Except as othervrise provided herein, this Agreement will remain in
force one year from the Effective Date and will then be automatically
renewed for annual period(s) unless terminated either by the Cus-
tomer on one month's written notice at any time, or by IBM on one
month's written notice prior to renewal.
CHARGES
The price of each Supply item will be the price as indicated on the
face of this Agreement and is determined by the Minimum Shipment
Quantity to a Single Location and the Bill at Quantity as indicated on
the face of this Agreement. If at the end of the current Agreement
period the Customer has not accepted delivery of at least the Bill at
Quantity, then IBM will bill and the Customer agrees to pay the
difference between IBM's prices for the total annual quantity
received, based on IBM's applicable price list, and the price as
invoiced. If the Customer requests delivery of Supplies at quantities
lower than the Minimum Shipment Quantity to a Single Location, IBM
will bill and the Customer agrees to pay the higher price for such
lower quantity based on IBM's applicable price list.
Transportation charges within the United States (including Puerto
Rico and the Canal Zone) are at IBM's expense.
Terms are net 30 days from date of invoice.
PRICE PROTECTION
Except as stated below. all prices charged will be IBM's applicable
established prices in effect on the Effective Date of this Agreement. A
price quoted on the face of this Agreement for Copy Paper, Copy
Offset Masters and Copy Transparancies will be firm for 30 days,
after which the prices charged for such items will be the prices in
effect on the date shipped from IBM.
If this Agreement is automatically renewed, IBM's applicable
established prices and terms and conditions in effect on the renewal
date shall apply for the renewal period.
If IBM's applicable established price upon the shipment date of any
Supply under this Agreement shall be lower than the price for such
Supply stated in this agreement, the Customer shall have the benefit
of such lower price. •
TAXES
In addition to the charges due under this Agreement, the Customer
agrees to pay amounts equal to any taxes resulting from this
Agreement, or any activities hereunder, exclusive of taxes based
upon net income.
SUBSTITUTIONS/ADDITIONS/DELETIONS
If at any time Customer forecasts purchasing an increased quantity
of Supplies, IBM, at Customer's request, will terminate this Agree-
ment and negotiate a new Agreement specifying the increased
quantity of Supplies and the applicable price.
At any time IBM may delete or substitute any Supply item listed
herein. If such deletion or substitution results in Customer using a
reduced amount of Supply items. IBM will not increase the applicable
price for such Supply items during the then current term of the
Agreement.
DEFAULT
If Customer defaults hereunder or if a petition in bankruptcy is filed
by or against Customer:
1. IBM, in addition to other remedies, may repossess any Supplies
which were previously delivered hereunder and for which payment
has not been received;
2. IBM may refuse to make further shipments of Supplies; and
3. Customer agrees to pay IBM's cost and expenses of collection
and/or repossession, including the maximum attorney's fee
permitted by law, said fee not to exceed 25% of the amount due
hereunder.
LIMITED WARRANTY/REMEDY
IBM warrants the Supplies to the original purchaser to be free from
defects in material and workmanship at the time of delivery.
Purchaser's exclusive remedy for breach of the limited warranty is
repair or replacement of the defective Supplies provided that Pur-
chaser returns said defective Supplies to the nearest IBM Office
Products Branch Office listed in the telephone directory in the United
States, Puerto Rico or the Canal Zone within one year after delivery.
IBM's liability to the Customer for any cause whatsoever, and
regardless of the form of action. whether in contract or in tort
including negligence, shall be limited to actual damages up to an
amount equal to the greater of the purchase price of the items
causing the damage or $1000. Under no circumstances will IBM be
liable for any lost profits, incidential or consequential damages
arising out of the use of or inability to use the supplies, even if IBM
has been advised of the possibility of such damages. The foregoing
limitation of remedy will not apply to the payment of cost and damage
awards for personal injury or damage to real property or tangible
personal property caused by IBM's negligence.
NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PAR-
TICULAR PURPOSE WILL APPLY TO THE SUPPLIES.
SOME STATES DO NOT ALLOW LIMITATIONS ON‘HOWLONG AN
IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY
ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO
STATE.
GENERAL
Subject to the terms of the following paragraph, IBM may modify the
terms and conditions of this Agreement effective on the renewal date
by providing the Customer with prior written notice.
Any such modification will apply unless the Customer exercises the
option to terminate this Agreement or withdraw the individual
Supply items affected by such modification. Otherwise, this Agree-
ment can only be modified by a written agreement duly signed by
persons authorized to sign agreements on behalf of the Customer
and IBM (an authorized IBM Manager) and variance from the terms
and conditions of this Agreement in any customer order or other
written modification will be of no effect.
Either party may terminate this Agreement for failure of the other to
comply with any of its terms and condjtions.
No action, regardless of form, arising out of this Agreement may be
brought by either party more than two years after the cause of action
has arisen, or, in the case of non payment, more than two years from
the date of the last payment.
This Agreement will be governed by the laws of the State of New
York.
•
0977
Purchase Agreement
Oty
MACHINE
DESCRIPTION
Destination
Charge'
Per
Machine
Quantity
X
Destination
Charge'
Machina
Price
Quantity
X
Machine
Price
Type/Model
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Destination Charge' tic to ange)
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Purchase Price (Excluding applicable taxes and Destination Charges*
For The Purchase of Installed Leased or Rented Machines:
Effective Date of Purchase Serial No Meter Count
Qty.
Q..Na
,
DESCRIPTIONSerWl
Include any deduction due to machine condition
Number
Allowance
(Excluding Destination Charge)
Destination
Charge'
City and sots
Charge
Type/ Model
04 Cade
Branch Mu Address
ars 011. No
I
1
t
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City end state
zip Code
By (custom signature)
1
1
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Destination Charge (*Subject to Change) — Invoiced Separately
By (IBM Representatives 0.gnetwa)
11.
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o Trade -In
Signed By— (Print Title)
.---;`—
❑ Purchase Option Credits
fr
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(B -D -E)
IN'
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State and Local Taxes (Including Taxes. 11 Applicable on Une A)
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Destination Charge (Subject to Change)
(A+ C)
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Advance Payment
•—•—r--*•
•Received
NET AMOUNT
(F+G+H-I)
J►
$2g5?f1o0
THE TERMS AND CONDITIONS ON THE REVERSE AND ATTACHED ARE A PART OF THIS AGREEMENT
THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ THIS AGREEMENT, UNDERSTANDS IT. AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER. THE
CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES. WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS,
ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF TH10 AGREEMENT.
(A)
(6)
International Business Machines Corporation
Q..Na
,
..• „
Adr4 to,,,,,..„
Guaranteed Annual Inspection Desired
Please Type or Print all Information except signature
City and sots
Charge
Type/ Model
04 Cade
Branch Mu Address
ars 011. No
Mark�ytn tldn o0
t
e
City end state
zip Code
By (custom signature)
1
I
Date
By (IBM Representatives 0.gnetwa)
Date
Signed By-1Print Name)
Signed By— (Print Title)
cessing Equipment vn
(C)
(D)
(E)
(F)
(G)
(H)
(1)
(J)
MUST BE INITIALED TO BE VALID
❑Currently On Automatic Service Plan
❑ Customer Agrees to Purchase....m.e.
0 Regular Plan
0 Automatic Service Plan
IDCustomer Declines.... ^..I.
TERMS AND CONDITIONS ONTATTACHMENT
MACHINE
Number oI
Machines
Basic Annual
Service Charge
Per Unit
Guaranteed Annual Inspection Desired
Zone Charge
11 ApplICable
per Unit
Yes/No
Charge
Type/ Model
Feature
I
1
I
1
1
I
I
Service Agreement IC and III 0 Service Agreement Signed
0 SA II 0 Customer Declines..........
c•
0 SA III 0 Customer Accepts on Inslallalion..4 r;.s .
Supply Agreement
0 Supply Agreement Signed
❑Customer Declines
Z 140-2164-4(10/80)
U.M 50
IBM BRANCH OFFICE
CUSTOMER
Page 1 of 3
of
PURCHASE AGREEMENT TERMS & CONDITIONS Zraa-Page1lto aq
machines covered by this Agreement, such Order Certification, along with any associated
Supplement to Order Certification for IBM Machines signed by the Customer, is hereby incorporated
In and made a part of this Agreement.
Customer agrees to purchase and International Business Machines Corporation (IBM) by its
acceptance of this Agreement, agrees to sell, on the following terms and conditions, the machines
shown on the first page of this Agreement.Under these terms and conditions, IBM will. (f) sell
machines to the Customer, and (2) provide Warranty service, and (31 as available, furnish
programming and programming services, all as described herein. The Customer agrees to accept the
machines. Warranty service. programming and programming services under the terms and conditions
of this Agreement. The Customer further agrees with respect to the machines and programming to
accept the responsibility for (I) their selection to achieve the Customer's intended results. (2) their
use and (3) the results obtained therefrom The Customer also has the responsibility for the selection
and use of. and results obtained from, any other equipment, programs or services used with the
machines and programming.
Acceptance of this Agreement by IBM is contingent upon (I) a satisfactory credit report on the
Customer and (2) with regard to the dollar amounts shown on the first page of this Agreement, the
absence of any mathematical error or deviation from IBM's current prices. Unless the Customer is
advised to the contrary within 30 days after the signing of this Agreement, this Agreement is
accepted by IBM as written and is in full force and effect from the date signed by IBM.
The term "machines" as used in this Agreement refers to machines and/or their model upgrades
and features unless the context requires individual reference to model upgrades and features.
PAYMENT
The Customer agrees to pay the Purchase Price less any applicable Trade -In Credit as shown on the
first page of this Agreement.
Payment will be made as specified in the invoice. unless otherwise provided for in an installment
payment agreement between IBM and the Customer.
Except for the purchase of installed leased or rented machines.
This Agreement must be signed by the Customer and accepted by IBM an or before the Date of
Installation of the machines
For the purchase of installed leased or rented machines
The prices stated herein are exclusive of any charges which are due or may become due from the
Customer under any IBM lease or rental agreement relating to the machines.
The Effective Date of Purchase shall be the later of the Effective Date of Purchase stated on the
first page of this Agreement or the date on which this Agreement. signed by the Customer, is
received by IBM The machines will be terminated under the applicable IBM lease or rental
agreement between IBM and the Customer as of the day immediately preceding the ENecbve
Date of Purchase
In addition to the prices shown on the first page of this Agreement. the Customer agrees to pay
amounts equal to any taxes resulting from this Agreement, or any actiwbes hereunder, exclusive of
taxes based on net income. Any personal property taxes assessable on the machines after delivery
to the carrier shall be borne by the Customer. except that any such taxes assessable on purchase of
installed leased or rented machines on or after the Eltective Date of Purchase shall be borne by the
Customer.
DESTINATION CHARGES
All Destination Charges for each machine, model change or feature. and any rigging charges,
including those charges related to any equipment being traded -in, will be paid by the Customer in
accordance with IBM's then current shipping and billing practice.
TITLE
Except for purchase of installed leased or rented machines, title to each machine passes to the
Customer on the date of shipment from IBM, oron the date this Agreement is signed by IBM.
provided that such Agreement is accepted by IBM, whichever is later.
For purchase of installed leased or rented machines, bile to each machine passes on the Effective
Dale of Purchase.
SECURITY INTEREST
IBM reserves a purchase money security interest in each of the machines listed herein in the amount
of its Purchase Price. These interests will be satisfied by payment in full unless otherwise provided
for in an IBM installment payment agreement. A copy of this Agreement maybe filed on IBM's behalf
with appropriate stale authorities at any time after a signature by the Customer as a financing
statement in order to perfect IBM's security interest. Such filing does not constitute acceptance of
this Agreement by IBM.
TRADE-IN ALLOWANCE CREDIT
The Customer agrees to make available to IBM the trade-in equipment listed on the first page of this
Agreement prior to or upon the Date of Installabon of machines ordered hereunder. IBM may reduce
the Trade•In AllewanceCredltand increase the Net Amount shown on the first page of this Agreementif
any trade-in equipment. when received by IBM arts authorized agent, is not in substantially the same
condition as when inspected.
The Trade -In Allowance Credit may not be reduced, other than for equipment condition. unless
written notice shall have been given to the Customer at least three months before the date•ot
shipment of the machines ordered hereunder.
The Customer certifies that the Customer is the true owner and that IBM will receive the trade-in
equipment free from any encumbrances. '+
Title la the Irade•inequipment and risk aJlass will remain in the Customer until physical delivery to
IBM or its authorized agent, at which time hoe will be deemed to pass.
The Trade•ln Allowance Credit wilbe issued promptly after passage of Ulle of the trade-in equipment
to IBM and Upop installation of the on -order machines. The credit will be applied only as part
Payment ofthe Purchase Price of the on -bider machines or against sums due or to become due to
TRADE-IN EQUIPMENT DESTINATION CHARGES •,
All•destination,: packaging and rigging charges for trade-in equipment other than Electric Typewriters
and Input Processing Equipment are the responsibility of the Customer.
RISK OF LOSS OR DAMAGE '
The Customer assumes risk of loss or damage upon delivery oElhe machines to the Customer, or the
Effective Date of Purchase fop insfal(ed leased or rented machines. '
SHIPMENT - (E.capi ror the purchase of mimed (eased au rrnlyd machine,)
IBM agrees to schedule each machine for shipment in accordance with IBM's applicable shipment
sequence and will confirm and amend, d's necessary. the Customers schedule.' Prior to shipment,
IBM will make reasonable accommodation to a delay requested by the Customer.
ORDER CERTIFICATION
It IBM requires the signing by the Customer of an Order Certification for IBM Machines for any of the
PRICE PROTECTION PERIOD
For Electric Typewriters and Input Processing Equipment not yet installed. IBM may not increase the
prices from the date on which this Agreement is signed by the Customer and IBM to the originally
scheduled shipping dale (this period will at no time exceed twelve months).
For machines other than Electric Typewriters and Input Processing Equipment not yet installed.
prices of the machines staled herein shall not be subject to any established price increase from the
date on which this Agreement is signed by the Customer and IBM unless written notice shall have
been given to the Customer at least three months before the date of shipment
For purchase of installed leased or rented machines. unless protected by a valid quotation, prices
are subject to change until the Effective Date of Purchase within the limits set forth in the provisions
of any applicable IBM lease agreement.
If IBM's established price far any machine upon the Date of Installation shall be lower than the price
lar such machine stated in this Agreement, the Customer shall have the benefit of such lower price.
INSTALLATION
The Customer agrees to provide a suitable installation environment with all the lacilities prescribed
by IBM. Machines purchased under this Agreement shall be installed as specified by IBM.
Except for purchase of installed leased or rented machines, the Date of Installation for a machine
being installed (except Ian Customer Set -Up machines) will be the day (Monday through Friday)
following the day that (I) the machine is installed as specified by IBM. or (2) the machine is
delivered to the Customer, if the Customer lails to provide a suitable installation environment, or
elects to delay installation. IBM will notify the Customer of the Date of Installation,
CUSTOMER SET-UP MACHINES
The Customer shall be responsible for set-up of Customer Set -Up (CSU) machines. A CSU machine
will be considered to be installed on the last day (Monday through Friday) of the CSU allowance
period for such machine. which commences on the day (Monday through Friday) following the date
aI receipt of the machine at the Customers premises.
A CSU feature or model conversion will be considered to be installed one month following the later of
its estimated date of shipment or its actual date of shipment from IBM.
CONFIGURATION CHANGES
By agreement between IBM and the Customer. changes in the configuration of machines described
herein may be made prior to the date of shipment Such changes will be subject to prices and
shipping schedules in effect at lime of change.• -
Additional features and model upgrades which are field installable maybe ordered in writing by the
Customer under this Agreement, at any time after its acceptance by IBM. for installation in the
machines. subject to IBM's prices then generally in effect.
PROGRAMMING
The term "programming" as used in this Agreement shall mean such programming as IBM may make
generally available, from time to time, without separate charge. for machines of the types ordered by
the Customer under this Agreement. IBM will furnish such programming as maybe requestedby the
Customer.
The term "programming services" shall mean such services as IBM may generally make available
without separate charge In connection with programming. IBM will determine the programming
services available and their duration. -
The terms "programming' and "programming services" do not include IBM programs arid services
that are available for a separate charge or which are offered under separate written agreements.
LIMITED WARRANTIES
Machines purchased under this Agreement maybe either newly manufactured by IBM from _ riew and
serviceable used parts which are equivalent to new in performance in these machines, or assembled
by IBM from serviceable used parts. or machines which have been previously installed. IBM warrants
Ihateach machinewill both good workingorder on the day that it is installed and that it will conform to
IBM's official published specifications.
The following Warranty Period will apply to the machines.
Except for the purchase of installed leased or rented machines, the Warranty Period for each
machine will be 90 days commencing upon the Date of Installation of such machines.
Far the purchase of installed leased or rented machines. the Warranty Period for each machine
will be 90 days commencing upon the date the originally ordered machine was first installed on
rent or lease with the Customer.
I. SERVICE AND PARTS WARRANTY
IBM will provide Warranty service to keep in or restore to good working order each machine for 90
days from the Warranty commencement date at no additional charge to the Customer, 'except as eel
forth in the Section entitled "Exclusions." This Warranty service includes preventive maintenance
based upon the specific needs of individual machines as determined by IBM and unscheduled,
en -call remedial maintenance Warranty service will also include lubrication, adjustments. and re•
placement of parts deemed necessary by IBM Parts will be furnished on an exchange basis, and the
replaced parts become the property of IBM. Warranty service provided under this Agreement does
not assure uninterrupted operation of the machines. — ' . -. - '•' ' • • -.
Commencing on the Date of Installation of an additional feature or model upgrade increment. IBM
will provide a 90 day Service and Parts Warranty for such feature lir model upgrade increment.
During the Warranty Period, engineering changes. determinedapplicable by IBM. will be controlled
and installed by IBM on the machines. The Customer may. by.providing nobce subject to written
confirmation by IBM, elect to have only mandatory changes. as determined by IBM, installed on the
machines. - . •• ' •
IBM shall have full and free access to the machines to provide service thereon. The Customer shall
promptly inform IBM of any change in the machine's location during the Warranty Period. Service
outside the scope of the Warranty will be furnished at IBM's lime and material rates then generally in
eRect.
I. ADDITIONAL WARRANTY PROVISIONS
IBM further warrants that programming designated by IBM for rise with a machine and for which
programming services are available will conform. to IBM's official published specifications when
shipped to the Customer if properly used on such machine Thereafter. IBM will prowdeprogramming
services, subject to the provisions stated in the Section entitled "Programming."•
IBM does not warrant that the functions contained in the programming will operate in the
combinations which may be selected for use by the Customer, or will meet the Customer's
requirements
1I IBM requires the signingbythe Customer of an Order Certification for IBM Machines for any of thelrequirements.
S.
AU. PROGRAMMING FOR WHICH NO PROGRAMMING SERVICES ARE AVAILABLE IS DISTRIBUTED
ON AN "AS IS" BASIS WITHOUT WARRANTY.
IBM does not warrant that the operation of the machine or programming will be uninterrupted or
error free. or that all programming errors will be corrected.
III. EXCLUSIONS •
The warranties provided by IBM under the Agreement do not include:
(al repair of damage or increase in service time caused by failure to continually provide a suitable
installation environment with at facilities prescribed by IBM including, but not limited to.
adequate space, electrical power, air conditioning or humidity control;
(b) repair of damage or increase in service time caused by the use of the machines for other than
.ordinary use for which designed: ,
(c) maintenance service due to the use of supplies,. including repair of damage. replacement of
, parts (due to other than normal wear) or repetitive service calls:
(d) repair of damage or increase igservice time caused by: accident; disaster. which shall include.
but not be limited to• fire, flood, water, wind and lightning: transportation: neglect or misuse,
alterations• which shall include. but not be limited to. any deviation from IBM's physical.
mechanical or electrical machine design, attachments. which are defined as the mechanical.
• electrical or electronic interconnection to an IBM machine of non•IBM equipment and devices
not supplied by IBM: or IBM machines, except those IBM machines which are owned by IBM.
under the Service and Parts Warranty provision of an IBM purchase agreement or under an IBM
service agreement:
(e) repair of damage or increase in service time caused by the conversion from one IBM model to
another or the installation -or removal of an IBM feature whenever any of the foregoing was
performed by other than IN. This exclusion shall apply only during the 90 days subsequent to
the date of such machine modification;
(f) additional service time and replacement parts associated with the installation by IBM of an
engineering change when such additional service and parts are required due to the conversion
from one IBM model to another or the installation or removal of an IBM feature whenever any of
the foregoing was performed by other than IBM;
(g) furnishing snooks (as designated by IBM) or accessories. painting or refinishing the machines
or furnishing material therefor. inspecting altered machines. making specification changes or
performingservices connected with relocation of machines, or adding or removing accessories.
attachments or other devices;
(h) electrical work external to the machines or maintenance of accessories, alterations, attach
menta or other devices not furnished by IBM:
(i) such servicewhich is impractical lot IBM to render because of alterations in. or attachments to
the machines: and
((I providing Warranty service H the machine is located outside the United States. Puerto Rico.
Guam or the Canal Zone.
WITH RESPECT TO PURCHASE OF INSTALLED LEASED OR RENTED MACHINES WHICH HAVE BEEN
INSTALLED FOR MORE THAN 90 DAYS, THE CUSTOMER AGREES TO PURCHASE THE MACHINES ON
AN "AS IS" BASIS WITHOUT WARRANTY.
IN N0 EVENT WILL IBM BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES,
EVEN IF IBM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
EXCEPT AS TO CONSUMER GOODS IN WHICH CASE THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE APPLY FOR THE PERIOD OF THE
EXPRESS WARRANTIES.
PURCHASERS OF CONSUMER PRODUCTS SHOULD NOTETHAT SOME STATES DO NOT ALLOW FOR
THE EXCLUSION OF CONSEQUENTIAL DAMAGES OR THE LIMITATION ON THE DURATION OF
IMPLIED WARRANTIES SO THE ABOVE EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
THIS WARRANTY GIVES THE PURCHASER SPECIFIC LEGAL RIGHTS, AND THE PURCHASER MAY
ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
ALL INQUIRIES CONCERNING THE ABOVE WARRANTY AND/OR IBM'S PERFORMANCE THEREUNDER
SHOULD BE ADDRESSED TO IBM AT ITS BRANCH OFFICE ADDRESS SHOWN ON THE FACE OF THIS
AGREEMENT.
OTHER PRODUCTS AND SERVICES
All maintenance and other service activities (including but not limited to activities excluded from the
Warranties provided under this Agreement and those relating to pre installation planning, inspections.
relocation of machines. engineenng changes and altered programming) which may be made available
by IBM to the Customer at no additional charge or at IBM's then applicable time and material charges•
in connection with any machines or programming supplied under this Agreement shall be subject to
the terms and conditions of this Agreement unless such activities are provided under another written
agreement signed by IBM and the Customer.
In addition to the machines, programming and services provided under this Agreement. IBM otters
other products and services at separate charges under applicable written IBM agreements. IBM and
the Customer agree that such products and services cannot be the subject of an oral agreement. The
Customer may contract with IBM for any such products or services as available. but only under the
terms and conditions of a written agreement signed by the Customer and IBM.
TRAVEL EXPENSE
There will bens charge for travel expense associated with Warranty service or programming service
under this Agreement, except travel changes in those instances where the machine location is not
normally accessible by private automobile or scheduled public transportation or H the IBM Service
Representative is unable to travel to the machine location. perform regular service, and Then travel to
IBM's nearest Branch Office or Point of Service within IBM's normal business hours. In such instances
the Customer agrees to pay actual travel expense plus travel and wailing time at IBM's prevailing hourly
rate.
MAINTENANCE SERVICE AND PARTS
Following expiration of the applicable Warranty Period. IBM if requested will provide, at IBM's rates
and terms then in effect• maintenance service and maintenance parts for the machines, as long as
such service and parts are generally available
ENGINEERING CHANGES
IBM will. upon request, furnish to the Customer, at IBM's prices then generally in effect, such
engineering changes as IBM shall have available for sale and which may be suitable for use on. or in
connection with• the machines. IBM makes no representation that engineering changes which may be
announced in the future will be suitable for use on. or in connection with, these machines.
PATENT AND COPYRIGHT INDEMNITY
IBM will defend the Customer against a claim that machines or programming supplied hereunder
nfringes a U.S. Patent or Copyright, or thalthe machines operation pursuant to the current unaltered
Operating Instructions provided byIBM for such machine and/or pursuant to a current release and
modification level of any programming supplied by IBM infringes a U S. patent. IBM will pay resulting
costs. damages and attorneys fees finally awarded provided that:
a) the Customer promptly notifies IBM in writing of the claim;'and
b) IBM has sole control of the defense and all related settlement negotiations.
!such claim has occurred, or in IBM's opinion, is likely to occur. the Customer agrees to permit IBM.
at its option and expense either to procure for the Customer the right to continue using the machines or
programming or to replace or modify the same so that they become non -infringing. If neither of the
foregoing alternatives is reasonably available, the Customer agrees to return the machines or
programming on written request by IBM. IBM agrees to grant the Customer a credit for returned
machines as depreciated. The depreciation shall bean equal amount per year over the life of the
machines as established by IBM.
IBM has no liability for any claim based upon the combination. operation or use of any machines or
programming supplied hereunder with equipment or data not supplied by IBM. or with any program
other than or in addition to programming supplied by IBM. if such claim would have been avoided by
use of another program whether capable of performing the same or different function or result. IBM
has no liability for any claim based 'upon alteration of the machines or modification of any
programming supplied hereunder, if such claim would have been avoided by the absence of such
alteration or modification.
The foregoingslate the entire obligation of IBM with respectto infringement of patents and copyrights.
UMITATION OF REMEDIES • ' i . .<r
IBM's entire liability and the Customer's exclusive remedy shall be as follows:
In all situations involving performance or non•perlormance of machines. model upgrades. features or
programming furnished under this Agreement, the Customer's remedy is (1) the adjustment or repair
of the machine, model upgrade or feature, or replacement of its parts by IBM. or, at IBM's option.
replacement of the machine. model upgrade or feature, or correction of programming errors, or (2) if,
atter repeated efforts. IBM is unable to install the machine. model upgrade or feature or a replacement
machine, model upgrade or feature in good working order. or to restore it to good working order, or to
make programming operate, all as warranted. the Customer shall be entitled to recover actual damages
to the limits set forth in this Section. For any other claim concerning performance or non•pedormance
by IBM pursuant to. or in any other way related to the subject matter of. this Agreement or any order
under this Agreement. the Customer shall be entitled to recover actual damages to the limits set forth
in this Section
IBM's liability Ion damages to the Customer for any cause whatsoever. and regardless of the form of
action. whether in contract or in tort including negligence. shall be limited to the greater 01E25.000 or
the purchase price stated herein for the specific machines that caused the damages or that are the
subject matter of or are directly related to the cause of action. The foregoing limitation of liability will
not apply to the payment of cost and damage awards referred to in the Section entitled "Patent and
Copyright Indemnity:or to claims for personal injury caused solely by IBM's negligence.
In no event will IBM be liable for any damages caused by the Customer's failure to perform the
Customer's responsibilities. or for any lost profits or other consequential damages, even if IBM has
been advised of the possibility of such damages. or for any claim against the Customer by any other
party. except as provided in the Section entitled "Patent and Copyright Indemnity.",
GENERAL
This Agreement is not assignable without the prior written consent of IBM. Any affempt to assign any
of the rights, duties or obligations of this Agreement without such consent is void.
This Agreement can only be modified by a written agreement duly signed by persons authorized to sign
agreements on behalf of the Customer and of IBM (an authorized IBM Manager). and variance from the
terms and conditions of this Agreement in any order or other written notification from the Customer.
will be of no effect. The term "this Agreement' as used herein includes any future written amendment
made in accordance herewith. •
If the Customer defaults as to any obligation to return machines or fails to pay any amounts due
hereunder. IBM. in addition to any other remedies. may repossess the machines without notice and
the Customer agrees to pay all costs and expenses of collection and/or repossession. including all
attorney's fees mourned. up to the maximum permitted by applicable state law. '
If any provision or provisions of this Agreement shall be held to be invalid. illegal or unenforceable. the
validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
No action, regardless of form, arising out of this Agreement maybe brought by either party more than
two years alter the cause of action has arisen, or, in the case of nonpayment. more than two years
from the date of the last payment.
IBM is not responsible for failure to fulfill its obligations under this Agreement due to causes beyond
its control
This Agreement will be governed by the laws of the State of New York.
Page 3 of 3
z 140-2164-4(10/60)
CUSTOMER
SERVICE AGREEMENT I - TERMS AND CONDITIONS
ACCEPTANCE
Acceptance of this Agreement by IBM is contingent upon the absence of any mathematical
error and upon consistency with IBM's then current prices. Unless the Customer Is advised
to the contrary within 30 days from the Customer's signing of this Agreement, this
Agreement is accepted by IBM as written and is In full force and effect on the date signed
by IBM
TERM
This Agreement wilt remain in force until the Renewal Month and will then be automatically
extended for annual period(s) until all machines have been withdrawn from service under
this Agreement.
For each machine there will be a Service Commencement Dale which will be the day
following the expiration date of the Service and Parts Warranty provision of en IBM
Purchase Agreement or the Service Commencement Date as shown on the lace of this
Agreement, whichever is later. Service for each machine will be provided from the Service
Commencement Date up to but not Including the first day of the Renewal Month as shown
on the face of this Agreement, or the Customers presently established Renewal Month if
the Customer elects to prorate. Thereafter, Service Availability for each machine will be
automatically extended for annual perlod(s), unless the machine Is withdrawn from
service.
The Customer can terminate this Agreement or withdraw any machine from this Agreement
at any time with one month's prior written notice to IBM.
Except as otherwise provided herein, IBM may withdraw any machine from this Agreement
at any time following twelve months from the Service Commencement Date by providing
the Customer with one month's prior written notice.
SERVICE AVAILABILITY
IBM will provide service availability during IBM's normal business hours while the machine
Is located within the United States, Puerto Rico, Guam or the Canal Zone. This service to
keep the machines) In, or restore the machine(s) to, good working order Includes
unscheduled, on-call remedial maintenance and preventive maintenance (Inspections).
Inspections may be performed during the course of the on-call remedial maintenance and
are based upon the specific needs of the Individual machine as determined by IBM.
Maintenance will include lubrication, adjustments and replacement of maintenance parts
deemed necessary by IBM. Maintenance parts will normally be either new or equivalent to
new In performance when installed 'nen IBM machine. Ila new or equivalent to new pad is
not available, and a used pert is supplied, the Customer will be so advised. Maintenance
pads will be furnished on an exchange basis, and the replaced pans become the property
of IBM. Service provided under this Agreement does not assure uninterrupted operation of
the machinels).
The Customer may purchase a Guaranteed Annual Inspection by so Indicating on the face
of this Agreement. The charge will be the charge then generally Melted on the latter of the
Commencement Dale or Renewal Month of this Agreement. If Guaranteed Annual
Inspection has been purchased and IBM fails to perform such inspection, the Customer
will be given a refund of the amount paid for such Guaranteed Annual Inspection.
CHARGES •
The Customer agrees to pay a Basic Annual Service Charge as indicated an the face of this
Agreement.
Service Charges are subject to Increase by IBM effective on the Renewal Month with prior
written notice by IBM to the Customer.
If the Customer requests service to be performed at a time outside IBM's normal business
hours, there will be no additional charge for maintenance parts; however, the service, If
available, will be furnished at IBM's applicable hourly rates and terms then in effect.
When the distance from the Machine's Location to IBM's nearest Branch Office or Point of
Service is greater than 15 miles, the Customer agrees to pay IBM's Then current Zone
Charges or travel charges. Travel charges will consist of actual travel expense plus travel
and waiting time at IBM's prevailing hourly rate. Travel charges will also apply II the
machine location is not normally accessible by private automobile or scheduled public
transportation or if the IBM Service Representative Is unable to travel to the machine
location, perform regular service. and then travel to IBM's nearest Branch Of lice or Point of
Service within IBM's normal business hours.
Changes In machine specifications may result In an adjustment of the Service Charge.
Such adjustment will become effective upon the installation of the specification change
AUTOMATIC SERVICE AGREEMENT PROVISION. (Optional—see face of this Agreement)
Each machine subsequently purchased, the type of which Is eligible for service under this
Agreement, will be automatically added to this Agreement. The Service Commencement
Date will be the day following the expireuon date of the Service and Pads Warranty
provision of the applicable IBM Purchase Agreement. -
The Service Charge and Zone Charge, It any, will be the lower of charges then In effect on
the last Renewal Month for service under this Agreement or the charges In effect on the
Service Commencement Owe for that machine.
TAXES
In addition to the charges due under this Agreement, the Customer agrees to pay amounts
equal to any taxes resulting from this Agreement, or any activities hereunder, exclusive of
taxes based upon net income.
INVOICING
The Basic Annual Service Charge and Zone Charge, If any, will be Invoiced in advance.
Payment will be due as specified In the Invoice. All other charges due hereunder am
payable as specified In the invoice. The Basic Annual Service Charge and Zone Charge, If
any, fora partial month's service will be prorated on the basis of a 30 -day month.
EXCLUSIONS
Service under this Agreement does not Include: -
(a) repair of damage or increase In service time caused by accident, misuse, disaster, or
abuse, Or by accessories. alterations, attachments Or Other devices not furnished
by IBM;
(b) IreumifinishisNngng orthe repmachairingines; supplies or accessories (optional features), painting, or
(c) making specification changes; • •
-
Id) maintenance service due to the use of supplies, Including repair of damage.
replacement or parts (due to other than normal wear) or repetitive service calls;
(el service of accessories, alterations, attachments, or other devices not furnished by
IBM; •
(1) repair of damage or Increase In service time caused by failure to continually provide a
suitable installation environment with all facilities prescribed by IBM Including, but
not limited to, adequate space, electrical power, air conditioning or humidity control;
and
Tme . ""•-•—
;
(g) additional service time and: or replacement parts due to conditions set forth in the
Sections "Access to Machines, "Engineering Changes — Installation and Control,"
and "Nan -IBM Parts."
ACCESS TO MACHINES
IBM shall have full and free access to the machine(s) to provide service thereon.
If persons other than IBM representatives shall install model conversions or feature
additions or shall perform service on a machine, and as a result further repair by IBM Is
required, such further repairs will be made at IBM's applicable time and material rates and
terms Then in effect II such additional repair Is required, IBM may withdraw the machine
from this Agreement upon one month's prior written notice to the Customer following any
repetition of the need for additional repair of such machine caused by non -IBM service
activity,
ENGINEERING CHANGES—INSTALLATION AND CONTROL
Engineering changes, determined applicable by IBM, will be controlled and Installed by
IBM an machines covered by this Agreement The Customer may, by providing notice
object to written confirmation by IBM, elect to have only mandatory changes, as
determined by IBM, installed on machines so designated.
IBM reserves the right to charge, at its applicable time and material rates and terms then in
effect, for additional service lime and replacement parts associated with the Installation by
IBM of an engineering change when such additional service and parts are required due to
the conversion from one IBM model to another or the Installation or removal of an IBM
Mature whenever any of the foregoing was performed by other than IBM.
NON -IBM PARTS
Service provided by IBM under this Agreement does not include the replacement or
adjustment of pads which were not furnished for the machine by IBM, or the time spent In
determining the need for replacement or adjustment of such pads, except for common
hardware items such as screws, nuts, bolts, clamps and commercially available parts such
as lightbulbs. IBM will replace, at the Customer's request and at IBM's applicable time and
material rates and terms then in effect, maintenance pads which were not furnished for the
machine by IBM (except when such part Is In an alteration) when such pads am directly
interchangeable with the IBM maintenance pads.
When IBM determines that a machine under this Agreement contains a pad, not furnished
for the machine by IBM, which is particularly significant to IBM's ability to provide
maintenance service for such machine under this Agreement, IBM may withdraw the
machine from this Agreement upon one month's prior written notice to the Customer,
. unless the Customer replaces the part with a directly Interchangeable pan furnished for the
machine by IBM. IBM will, at the Customers request, replace such part with a directly
Interchangeable part at IBM's applicable time and material rales and terms then In effect.
DISCLAIMER AND LIMITATION OF LIABILITY
IBM's liability to the Customer for damages, from any cause whatsoever, and regardless of
the form of action, whether In contract or In tort Including negligence, shall be limited to
actual damages up to a maximum of 510,000 or twelve months Service Charges for the
specific machines under this Agreement that caused the damages or that are the subject
matter of or are directly related to the cause of action. The foregoing limitation of liability
will not apply to claims for personal Injury or damage to mal property or tangible personal
property caused by IBM's negligence.
IN NO EVENT WILL IBM BE LIABLE FOR LOST PROFITS OR OTHER CONSEQUENTIAL
DAMAGES EVEN IF IBM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
OR FOR ANY CLAIM AGAINST THE CUSTOMER BY ANY OTHER PARTY, . . .
IBM DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. SOME STATES 00 NOT ALLOW LIMITATIONS OF AN IMPLIED
WARRANTY OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUEN-
TIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO
YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO
HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
GENERAL
Subject to the terms of the following paragraph, IBM may modify the terms and conditions
of this Agreement effective on the Renewal Month by providing the Customer with prior
written notice.
Any such modification will apply unless the Customer exercises the option to terminate
this Agreement or withdraw the machines) affected by such modification. Otherwise, this
Agreement can only be modified by a written agreement duly signed by persons authorized
to sign agreements on behalf of the Customer and of IBM (an authorized IBM Manager) and
variance from the terms and conditions of this Agreement In any Customer order or other
written modification will be of no effect.
The Customer represents that the Customer is the owner of the machines) under this
Agreement, or, If not the owner, has authority from the owner to include such machine(s)
under this Agreement.
This Agreement Is not assignable; Its rights, duties and obligations may not be assigned
or transferred by the Customer without the prior written consent of IBM. Any attempt to
assign or transfer any of the rights, duties or obligations of this Agreement without such
consent Is void.
IBM's service provided outside the scope of this Agreement will be lumished at IBM's
applicable time and material rates and terms then In effect.
IBM Is eel responsible for failure to render service due to causes beyond Its control
(including a claim of patent Infringement, or action thereon, that may Inhibit IBM's ability
to render service).
Either party may withdraw any machine or all machines from this Agreement for failure of
the other to comply with any of Its terms and conditions.
No action, regardless of form, arising out of this Agreement may be brought by either pony
more than two years after the cause of action has arisen, or, In the case of non-payment,
more than two years from the date of the last payment.
This Agreement will be governed by the laws of the State of New York. ..
Attachment
Z 140.2164-4(10/80)
:Supply: Agref nt
Supply Group
RIBBONS & TAPES
TOTAL ANNUAL r?
ORITY
DERED 1'Y7
MINIMUM SHIPMENT
OUANTITY TO A
SINGLE LOCATION
trantity
Description
Reorder A
BIII at Quantity
Price
Per
Asou
SR IPM NTT GUINTITY MONTHS OP s•n-
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Ouantity
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Bill at Quantity
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TITV-MONTHS OF
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SHIPMENT OUANTITY MONTHS OF
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ORDERED
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QUANTITY TO A U
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ENT-OUANTITY MONT •+
MISCELLANEOUS SUPPLY ITEMS
OJantity
Description
Reorder
BIII at Quantity
Price
Per
SHIPMENT QUANTITY MONTHS OF
.111
P•,a� a
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Cu -v SHIPMENT QUANTITY MONTH
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It the Customer requests delivery of Supplies at quantities lower than the Minimum Shipment Quantity to a Single Location as indicated, IBM will bill and the Customer agrees to pay the
higher price for su h lower quantity based on IBM'S applicable price list.
. THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE PART OF THIS AGREEMENT.
THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT. UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONC:TIONS FURTHER, THE CUSTOMER AGREES THAT
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR WRITTEN, AND ALL
OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
International Business Machines Corporation
BILL TO
SHIP TO (II Oillerent Than Bill To)
Custom"" Nam'
Customer's Name
Branch Office No.
Mark For (Attention Of)
Mark For (Attention OI)
Branch 011)de Address
Address
Address
City
City
City
State
Zip Code
State
Zip Code
State
Zip Code
BY:
BM REPRESENTATIVE SIGNATURE
DATE:
Z 140.9088-0
BY:
CUSTOMERS SIGNATURE
DATE --
CUSTOMER REPRESENTATIVE'S NAME TITLE
UWM 50 1/80 DO NOT PAY UNTIL INVOICED IBM BRANCH OFFICE
ATTEST:
City Secretary
APPROVED:
J. BRUCE AYCOCK, CITY ATTORNEY
By
Assistant City Attorney•
Assistant 'City Attorney
APPROVED:
Telephone Number
Director of Data Processing
2 140-9086-0-1/80
SUPPLY AGREEMENT
TERMS AND CONDITIONS
SUBSTITUTIONS/ADDITIONS/DELETIONS
If at any time Customer forecasts purchasing an increased quantity
of Supplies, IBM, at Customer's request, will terminate this Agree-
ment and negotiate a new Agreement specifying the increased
quantity of Supplies and the applicable price.
At any time IBM may delete or substitute any Supply item listed
herein. If such deletion or substitution results in Customer using a
reduced amount of Supply items, IBM will not increase the applicable
price for such Supply items during the then current term of the
Agreement.
DEFAULT
If Customer defaults hereunder or if a petition in bankruptcy is filed
by or against Customer:
1. IBM, in addition to other remedies, may repossess any Supplies
which were previously delivered hereunder and for which payment
has not been received:
2. IBM may refuse to make further shipments of Supplies; and
3. Customer agrees to pay IBM's cost and expenses of collection
and/or repossession, including the maximum attorney's fee
permitted by law, said fee not to exceed 25% of the amount due
hereunder.
LIMITED WARRANTY/REMEDY
IBM warrants the Supplies to the original purchaser to be free from
defects in material and workmanship at the time of delivery.
Purchaser's exclusive remedy for breach of the limited warranty is
repair or replacement of the defective Supplies provided that Pur-
chaser returns said detective Supplies to the nearest IBM Office
Products Branch Office listed in the telephone directory in the United
States, Puerto Rico or the Canal Zone within one year after delivery.
IBM's liability to the Customer for any cause whatsoever, and
regardless of the form of action, whether in contract or in tort
including negligence, shall be limited to actual damages up to an
amount equal to the greater of the purchase price of the items
causing the damage or $1000. Under no circumstances will IBM be
liable for any lost profits, incidential or consequential damages
arising out of the use of or inability to use the supplies, even if IBM
has been advised of the possibility of such damages. The foregoing
limitation of remedy will not apply to the payment of cost and damage
awards for personal injury or damage to real property or tangible
personal property caused by IBM's negligence.
NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PAR-
TICULAR PURPOSE WILL APPLY TO THE SUPPLIES.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY
ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO
STATE.
GENERAL
Subject to the terms of the following paragraph, IBM may modify the
terms and conditions of this Agreement effective on the renewal date
by providing the Customer with prior written notice. -
Any such modification will apply unless the Customer exercises the
option to terminate this Agreement or withdraw the individual
Supply items affected by such modification. Otherwise, this Agree-
ment can only be modified by a written agreement duly signed by
persons authorized to sign agreements on behalf of the Customer
and IBM (an authorized IBM Manager) and variance from the terms
and conditions of this Agreement in any customer order or other
written modification will be of no effect.
Either party may terminate this Agreement for failure of the other to
comply with any of its terms and conditions.
No action, regardless of form, arising out of this Agreement may be
brought by either party more than two years after the cause of action
has arisen, or, in the case of non payment, more than two years from
the date of the last payment.
This Agreement will be governed by the laws of the State of New
York.
ACCEPTANCE
Customer agrees to purchase and International Business Machines
Corporation (IBM) by its acceptance of this Agreement, agrees to sell,
on the following terms and conditions, the Supplies shown on the
first page of this Agreement. Acceptance of this Agreement is
contingent upon (1) a satisfactory credit report on Customer, and (2)
with regard to the dollar amounts stated herein. the absence of any
mathematical error or deviation from IBM's standard prices. Unless
the Customer is advised to the contrary within 15 days after the
Customer's signing of this Agreement, this Agreement is accepted by
IBM as written on the date signed by IBM. The date on which the
Customer signs this Agreement, if subsequently accepted by IBM,
will be the Effective Date.
TITLE
Title to Supplies under this Agreement will pass to Customer on the
date of shipment from IBM.
SECURITY INTEREST
IBM reserves a Security Interest in the Supplies listed herein or to be
ordered in the future under this Agreement in the amount of their
purchase price. These interests will be satisfied by payment in full. A
copy of this Agreement may be filed with appropriate State authori-
ties at any time after signature by Customer as a financing statement
in order to perfect IBM's Security Interest.
RISK OF LOSS -
Customer assumes risk of loss or damage upon delivery of the
Supplies to the Customer.
TERM
Except as otherwise provided herein, this Agreement will remain in
force one year from the Effective Date and will then be automatically
renewed for annual period(s) unless terminated either by the Cus-
tomer on one month's written notice at any time, or by IBM on one
month's written notice prior to renewal.
CHARGES
The price of each Supply item will be the price as indicated on the
face of this Agreement and is determined by the Minimum Shipment
Quantity to a Single Location and the Bill at Quantity as indicated on
the face of this Agreement. If at the end of the current Agreement
period the Customer has not accepted delivery of at least the Bill at
Quantity, then IBM will bill and the Customer agrees to pay the
difference between IBM's prices for the total annual quantity
received, based on IBM's applicable price list, and the price as
invoiced. If the Customer requests delivery of Supplies at quantities
lower than the Minimum Shipment Quantity to a Single Location, IBM
will bill and the Customer agrees to pay the higher price for such
lower quantity based on IBM's applicable price list.
Transportation charges within the United States (including Puerto
Rico and the Canal Zone) are at IBM's expense.
Terms are net 30 days from date of invoice.
PRICE PROTECTION
Except as stated below, all prices charged will be IBM's applicable
established prices in effect on the Effective Date of this Agreement. A
price quoted on the face of this Agreement for Copy Paper, Copy
Offset Masters and Copy Transparancies will be firm for 30 days,
after which the prices charged for such items will be the prices in
effect on the date shipped from IBM.
If this Agreement is automatically renewed, IBM's applicable
established prices and terms and conditions in effect on the renewal
date shall apply for the renewal period.
If IBM's applicable established price upon the shipment date of any
Supply under this Agreement shall be lower than the price for such
Supply stated in this agreement, the Customer shall have the benefit
of such lower price.
TAXES '
In addition to the charges due under this Agreement, the Customer
agrees to pay amounts equal to any taxes resulting from this
Agreement, or any activities hereunder, exclusive of taxes based
upon net income.
0977
Purchase Agreement
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MACHINE
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THE TERMS AND CONDITIONS ON THE REVERSE AND ATTACHED ARE A PART OF THIS AGREEMENT
THE CUSTOMER ACKNOWLEDGES THAT THE CUSTOMER HAS READ THIS AGREEMENT. UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE
CUSTOMER AGREES THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS,
ORAL OR WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
International Business Machines Corporation
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TERMS AND CONDITIONS ONATTACHMENT1
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IBM BRANCH OFFICE
CUSTOMER
Page 1 of 3
(C)
(D)
(E)
(F)
(G)
(H)
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PURCHASE AGREEMENT TERMS & CONDITIONSPage 2 o
too -2164-1(10:80,,
machines covered by this Agreement, such Order Certification. along with any associate(
Supplement to Order Certification for IBM Machines signed by the Customer, is hereby incorporate(
n and made a part of this Agreement. ,
Customer agrees to purchase and International Business Machines Corporation (IBM) by its
acceptance of this Agreement, agrees to sell, on the following terms and conditions, the machines
shown on the first page of this Agreement Under these terms and conditions, IBM will, (I) sell
machines to the Customer. and (2) provide Warranty service, and (3) as available, furnish
programming and programming services, all as described herein. The Customer agrees to accept the
machines, Warranty service. programming and programming services under the terms and conditions
of this Agreement The Customer further agrees with respect to the machines and programming to
accept the responsibility for 111 their selection to achieve the Customer's intended results. (2) their
use and (3) the results obtained therefrom The Customer also has the responsibility for the selection
and use of, and results obtained from, any other equipment, programs or services used with the
machines and programming
Acceptance of this Agreement by IBM is contingent upon (1) a satisfactory credit report on the
Customer and (21 with regard to the dollar amounts shown on the first page of this Agreement, the
absence of any mathematical error or deviation from IBM's current prices. Unless the Customer is
advised to the contrary within 30 days after the signing of this Agreement, this Agreement is
accepted by IBM as written and is in full force and effect from the date signed by IBM.
The term "machines" as used in this Agreement refers to machines and/or their model upgrades
and features unless the context requires individual reference to model upgrades and features.
PAYMENT
The Customer agrees to pay the Purchase Price less any applicable Trade -In Credit as shown on the
first page of this Agreement.
Payment will be made as specified in the invoice. unless otherwise provided for in an installment
payment agreement between IBM and the Customer.
Except for the purchase of installed leased or rented machines'
This Agreement must be signed by the Customer and accepted by IBM on or before the Date of
Installation of the machines
For the purchase of installed leased or rented machines:
The prices stated herein are exclusive of any charges which are due or may become due from the
Customer under any IBM lease or rental agreement relating to the machines.
The Effective Date of Purchase shall be the later of the Effective Date of Purchase stated on the
first page of this Agreement or the date on which this Agreement, signed by the Customer, is
received by IBM. The machines will be terminated under the applicable IBM lease or rental
agreement between IBM and the Customer as of the day immediately preceding the Effective
Date of Purchase.
In addition to the prices shown on the first page of this Agreement, the Customer agrees to pay
amounts equal to any taxes resulting from this Agreement, or any activities hereunder, exclusive of
taxes based on net income. Any personal properly taxes assessable on the machines after delivery
to the carrier shall be borne by the Customer, except that any such taxes assessable on purchase of
installed leased or rented machines on or after the Effective Date of Purchase shall be borne by the
Customer.
DESTINATION CHARGES
All Destination Charges for each machine, model change or feature, and any rigging charges,
including those charges related to any equipment being traded -in, will be paid by the Customer in
accordance with IBM's then current shipping and billing prachce.
TITLE
Except for purchase at installed leased or rented machines, bile to each machine passes to the
Customer on the date of shipment from IBM. or on the date this Agreement is signed by IBM.
provided, that such Agreement is accepted by IBM, whichever is later.
For purchase of installed leased or rented machines, title to each machine passes on the Effective
Date of Purchase.
SECURITY INTEREST
IBM reserves a purchase money security interest in each of the machines listed herein in the amount
of its Purchase Price. 'These interests will be satisfied by payment in full unless otherwise provided
for in an IBM installment payment agreement. A copy of this Agreement maybe filed on IBM s behalf
with appropriate state authorities at any lime after a signature by the Customer as a financing
statement in order to perfect IBM's security interest. Such filing does not constitute acceptance of
this Agreement by IBM.
TRADE-IN ALLOWANCE CREDIT
The Customer agrees to make available to IBM the trade-in equipment listed on the first page of this
Agreement prior to or upon the Date of Installation of machines ordered hereunder. IBM may reduce
the Trade -In Allowance Credit and increase the Net Amount shown on thefirst page of thisAgreement if
any trade-in equipment. when received by IBM or its authorized agent, is not in substantially the same
condrhon as when inspected.
The Trade -In Allowance Credit may not be reduced, other than for equipment condition, unless
written notice shall have been given to the Customer at least three months before the date of
shipment of the machines ordered hereunder.
The Customer certifies that the Customer is the true owner and that IBM will receive the trade-in
equipment free from any encumbrances.
Title to the trade-in equipment and risk of loss will remain in the Customer until physical delivery to
IBM or its authorized agent. at which time title will be deemed to pass.
The Trade -In Allowance Credit will be issuedrom tly after passage of title of the trade-in equipment
to IBM and upon installation of the on -order machines. The credit will be applied only as part
anent of the Purchase Price of the on -order machines or against sums due or to become due to
TRADE-IN EQUIPMENT DESTINATION CHARGES
All destination, packaging and rigging charges for trade-in equipment other than Electric Typewriters
and Input Processing Equipment are the responsibility of the Customer.
RISK OF LOSS OR DAMAGE
The Customer assumes risk of loss or damage upon delivery of the machines to the Customer, or the
Effective Date of Purchase for installed leased or rented machines.
SHIPMENT (Except los the purchase W installed leased or rented machine')
IBM agrees to schedule each machine for shipment in accordance with IBM's applicable shipment
sequence and will confirm and amend, as necessary, the Customer's schedule: Prior to shipment.
IBM will make reasonable accommedahon to a delay requested by the Customer. -
ORDER CERTIFICATION
If IBM requires the signing by the Customer of as Order Certification for IBM Machines for any of the
PRICE PROTECTION PERIOD
For Electric Typewriters and Input Processing Equipment not yet installed. IBM may not increase the
prices from the date on which this Agreement is signed by the Customer and IBM to the originally
scheduled shipping date (this period will at no lime exceed twelve months).
For machines other than Electric Typewriters and Input Processing Equipment not yet installed,
prices of the machines stated herein shall not be subject to any established price increase from the
dale on which this Agreement is signed by the Customer and IBM unless written notice shall have
been given to the Customer at least three months before the date of shipment.
For purchase of installed leased or rented machines, unless protected by a valid quotation, prices
are subject to change until the Effective Dale of Purchase within the limits set forth in the provisions
of any applicable IBM lease agreement
If IBM s established price for any machine upon the Date of Installation shall be lower than the price
for such machine stated in this Agreement. the Customer shall have the benefit of such lnwrr price.
INSTALLATION
The Customer agrees to provide a suitable installation environment with all the facilities prescribed
by IBM. Machines purchased under this Agreement shall be installed as specified by IBM.
Except for purchase of installed leased or rented machines. the Date of Installation for a machine
being installed (except for Customer Set•Up machines) will be the day (Monday through Friday)
following the day that (1) the machine is installed as specified by IBM, or (2) the machine is
delivered to the Customer, if the Customer fails to provide a suitable installation environment, or
elects to delay installation. IBM will notify the Customer of the Date of Installation.
CUSTOMER SET-UP MACHINES
The Customer shall he responsible for set up of Customer Set -Up (CSU) machines. A CSU machine
will be considered to be installed on the last day (Monday through Friday) of the CSU allowance
period forsuch machine, which commences on the day (Monday through riday) following the date
of receipt of the machine at the Customer's premises.
A CSU feature or model conversion will be considered to be installed one month following the later of
its estimated date of shipment or its actual date of shipment from IBM.
CONFIGURATION CHANGES '"
By agreement between IBM and the Customer, changes in the configuration of machines described
herein may be made prior to the date of shipment. Such changes will be subject to prices and
shipping schedules in effect al time of change.
Additional features and model upgrades which are field installable may be ordered in writing by the
Customer under this Agreement, at any time after its acceptance by IBM, for installation in the
machines, subject la IBM's prices then generally in effect.
PROGRAMMING
The term "programming" as used in this Agreement shall mean such programming as IBM may make
generally available, from time to time, without separate charge, for machines of the types ordered by
the Customer under this Agreement IBM will furnish such programming as maybe requested by the
Customer.
The term "programming services" shall mean such services as IBM may generally make available
without separate charge in connection with programming IBM will determine the programming
services available and their duration.
The terms "programming' and "programming services" do not include IBM programs and services
that are available for a separate charge or which are offered under separate written agreements.
LIMITED WARRANTIES
Machines purchased under this Agreement maybe either newly manufactured by IBM from new and
serviceable used parts which are equivalent to new in performance in these machines. or assembled
by IBM from serviceable used parts. or machines which have been previously installed. I8M warrants
that each machine will be in good working order on the day that it is installed and that it will conform to
IBM's official published specifications.
the following Warranty Period will apply to the machines:
Except for the purchase of installed leased or rented machines. the Warranty Period for each
machine will be 9D days commencing upon the Date of Installation of such machines.
For the purchase of installed leased or rented machines, the Warranty Period for each machine
will be 90 days commencing upon the date the originally ordered machine was first installed on
rentor lease with the Customer.
I. SERVICE AND PARTS WARRANTY
IBM will provide Warranty service to keep in or restore to good waking order each machine for 90
days from the Warranty commencement dale at na additional charge to the Customer. except as set
forth in the Section entitled "Exclusions " This Warranty service includes preventive maintenance
based upon the specific needs of individual machines as determined by IBM and unscheduled,
on-call remedial maintenance. Warranty service will also include lubrication, adjustments, and re-
placement of parts deemed necessary by IBM. Parts will be furnished on an exchange basis. and the
replaced parts become the property of 18M. Warranty service provided under this Agreement does
not assure uninterrupted operation of the machines.
Commencing on the Date of Installation of an additional feature or model upgrade increment, IBM
will provide a 90 day Service and Parts Warranty for such feature or model upgrade increment.
During the Warranty Period, engineering changes. determined applicable by IBM. will be controlled
and installed by IBM on the machines. The Customer may, by providing notice subject to written
confirmation by IBM, elect to have only mandatory changes, as determined by IBM, installed on the
machines
IBM shall have full and free access to the machines to provide service thereon. The Customer shall
promptly inform IBM of any change in the machines location during the Warranty Period. Service
outside the scope of the Warranty will be furnished at IBM's time and material rates then generally in
effect.
II. ADDITIONAL WARRANTY PROVISIONS
IBM further warrants that programming designated by IBM for use with a machine and for which
programming services are available will conform to IBM's official published specifications when
shipped to theCustomer if properly used on such machine: Thereafter. IBM will provide programming
services, subject to the prowsions stated in the Section entitled "Programming." • - -
IBM does not warrant that the functions contained in the programming will operate in the
combinations which may be selected for use by the Customer, or will meet the Customer's
requirements.
ALL PROGRAMMING FOR WHICH NO PROGRAMMING SERVICES ARE AVAILABLE IS DISTRIBUTED
ON AN "AS IS" BASIS WITHOUT WARRANTY.
IBM does nol warrant that the operation of the machine of programming will be uninterrupted or
error free. or that all programming errors will be corrected.
III. EXCLUSIONS
The warranties provided by IBM under the Agreement do not include:
(a) repair of damage or increase in service time caused by failure to continually provide a suitable
installation environment with all facilities prescribed by IBM including. but not limited to.
adequate space. electrical power, air conditioning or humidity control.
(b) repair of damage or increase in service time caused by the use of the machines for other than
ordinary use Ior which designed;
(c) maintenance service due to the use of supplies, including repair oI damage, replacement of
parts (due to other than normal wear) or repetitive service calls:
(d) repair of damage or increase in service lime caused by: accident: disaster. which shall include,
but not be limited to. the. hood. wafer. wind and lightning: transportation, neglect or misuse:
alterations. which shall include. but not be limited to. any deviation Irom IBM's physical.
mechanical or electrical machine design; attachments. which are defined as the mechanical.
electrical or electronic interconnection to an IBM machine of non.IBM equipment and devices
not supplied by IBM: or IBM machines. except those IBM machines which are owned by IBM.
under the Service and Parts Warranty provision of an IBM purchase agreement or under an IBM
service agreement;
le) repair of damage or increase in service time caused by the conversion from one IBM model to
another or the installation or removal of an IBM feature whenever any of the foregoing was
performed by other Than IBM. This exclusion shall apply only during the 90 days subsequent to
the dale o1 such machine modification;
(I) additional service time and replacement parts associated with the installation by IBM of an
engineering change when such additional service and parts are required due to the conversion
from one IBM model to another or the installation or removal of an IBM feature whenever any of
the foregoing was performed by other than IBM:
(g) furnishing supplies (as designated by IBM) or accessories. painting or refinishing the machines
or furnishing material therefor. inspecting altered machines, making specification changes or
performing services connecledwdh relocation of machines. or adding or removing accessories,
•- attachments or other devices; " - - -
(h) electrical work external to the machines or maintenance of accessories. alterations, attach.
mems or other devices not furnished by IBM:
(i) such service which is impractical for IBM to render because of alterations in, or attachments to.
the machines; and
(1) providing Warranty service H the machine is located outside the United States. Puerto Rico.
Guam or the Canal Zone.
WITH RESPECT TO PURCHASE OF INSTALLED LEASED OR RENTED MACHINES WHICH HAVE BEEN
INSTALLED FOR MORE THAN 90 DAYS, THE CUSTOMER AGREES TO PURCHASE THE MACHINES ON
AN "AS IS" BASIS WITHOUT WARRANTY.
IN NO EVENT WIILIBM BE LIABLE FOR ANY LOST PROFITS OR OTHER CONSEQUENTIAL DAMAGES,
EVEN IF IBM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
EXCEPT AS :TO CONSUMER GOODS IN WHICH CASE THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE APPLY FOR THE PERIOD OF THE
EXPRESS WARRANTIES.
PURCHASERS OF CONSUMER PRODUCTS SHOULD NOTETHAT SOME STATES DO NOT ALLOW FOR
THE EXCLUSION OF CONSEQUENTIAL DAMAGES OR THE LIMITATION ON THE DURATION OF
IMPLIED WARRANTIES SO THE ABOVE EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE.
THIS WARRANTY GIVES THE PURCHASER SPECIFIC LEGAL RIGHTS, AND THE PURCHASER MAY
ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
ALL INQUIRIES CONCERNING THEABOVE WARRANTY AND/OR IBM'S PERFORMANCE THEREUNDER
SHOULD BE ADDRESSED TO IBM AT ITS BRANCH OFFICE ADDRESS SHOWN ON THE FACE OF THIS
AGREEMENT.
OTHER PRODUCTS AND SERVICES
All maintenance and other service activities (including but not limited to activities excluded from the
Warranties provided under this Agreement and those relating to pre•inslallation planning, inspections,
relocation of machines. engineering changes and altered programming) which may be made available
by IBM to the Customer al no additional charge oral IBM's Then applicable time and material charges,
m connection with any machines or programming supplied under this Agreement shall be subject to
the terms and conditions of This Agreement unless such activities are provided under another written
agreement signed by IBM and the Customer.
In addition to the machines. programming and services provided under this Agreement, IBM otters
other products and services at separate charges under applicable written IBM agreements. IBM and
the Customer agree that such products and services cannot be the subject of an oral agreement. The
Customer may contract with IBM for any such products or services as available. but only under the
terms and conditions of a written agreement signed by the Customer and IBM.
TRAVEL EXPENSE
There will be no charge for travel expense associated with Warranty service or programming service
under this Agreement. except travel charges in those instances where the machine location is not
normally accessible by private automobile or scheduled public transportation or if the IBM Service
Representative is unable to (ravel to the machine location. perform regular service, and then travel to
IBM's nearest Branch Office or Point alService within IBM's normal business hours. In such instances
the Customer agreesto pay actual travel expense plus travel and waiting time at IBMs prevailing hourly
rate.
MAINTENANCE SERVICE AND PARTS
Following expiration of the applicable Warranty Period. IBM d requested will provide. at IBM's rates
and terms then in elect. maintenance service and maintenance parts for the machines. as long as
such service and parts are generally available.
ENGINEERING CHANGES
IBM will, upon request. furnish to the Customer, at IBM's prices then generally in effect, such
engineering changes as IBM shall have available for sale and which may be suitable for use on. or in
connection with. the machines IBM makes no representation that engineering changes which may be
announced in the future will be suitable for use on. or in connection with, these machines.
PATENT AND COPYRIGHT INDEMNITY
IBM will defend the Customer against a claim that machines or programming supplied hereunder
infringes a U.S. Patentor Copyright. or that the machinesoperation pursuant to the current unaltered
Operating Instructions provided by IBM for such machine and/or pursuant to a current release and
modification level of any programming supplied by IBM infringes a U.S. patent. IBM will pay resulting
costs, damages and attorneys lees finally awarded provided that:
a) the Customer promptly notifies IBM in writing of the claim; and
bI IBM has sole control of the defense and all related settlement negotiations.
II such claim has occurred. or in IBM's opinion, is likely to occur, the Customer agrees to permit IBM,
at its option and expense either to procure for the Customer the right to continue using the machines or
programming or to replace or modify the same so that they become noninlringing. If neither of the
foregoing alternatives is reasonably available, the Customer agrees to return the machines of
programming on written request by IBM. IBM agrees to grant the Customer a credit for returned
machines as depreciated. The depreciation shall he an equal amount per year over the life of the
machines as established by IBM.
IBM has no liability for any claim based upon the combination. operation or use of any machines or
programming supplied hereunder with equipment or data not supplied by IBM. or with any program
other than or in addition to programming supplied by IBM, i1 such claim would have been avoided by
use of another program whether capable of performing the same or different function or result. IBM
has no liability for any claim based •upon alteration of the machines or modification of any
programming supplied hereunder, if such claim would have been avoided by the absence of such
alteration or modification.
Theloregoing stale the entire obligation of IBM with respect to infringement of patents and copyrights.
LIMITATION OF REMEDIES
IBM's entire liability and the Customer's exclusive remedy shah be as follows::
In all situations involving performance or nonperformance of machines, model upgrades, features or
programming furnished under this Agreement, the Customer's remedy is (1) the adjustment or repair
of the machine, model upgrade or feature. or replacement of its parts by IBM. or, at IBM's option,
replacement of the machine. model upgrade or feature, or correction of programming errors. 0r (2) 0,
after repeated efforts. IBM is unable to install the machine, model upgrade or feature ora replacement
machine. model upgrade or leaturein good working order, or to restore rt to good working order, or to
make programming operate. atlas warranted. the Customer shall beenlilled to recover actual damages
to the limits setforlh in this Section. For any other claim concerning performance or nonperformance
by IBM pursuant to, or in any other way related to the subject matter of, this Agreement or any order
under this Agreement, the Customer shall be entitled to recover actual damages to the limits set forth
m this Section.
IBM's liability for damages to the Customer for any cause whatsoever, and regardless of the form of
action, whether in contractor in tort including negligence. shall be limited to the greater of $25,000 or
the purchase price stated herein for the specific machines that caused the damages or that are the
subject matter of or are directly related to the cause of action. The foregoing limitation of liability will
Dot apply to the payment of cost and damage awards referred to in the Section entitled "Patent and
Copyright Indemnity." or to claims ler personal injury caused solely by IOM's negligence.
In no event will IBM be liable for any damages caused by the Customers failure 10 perform the
Customers responsibilities. or for any lost profits or other consequential damages. even if IBM has
been advised of the possibility of such damages, or for any claim against the Customer by any other
party. except as provided in the Section entitled "Paten) and Copyright Indemnity.
GENERAL
This Agreement is not assignable without the prior written consent of IBM. Any attempt to assign any
of the rights. duties or obligations of this Agreement without such consent is void.
This Agreementcan only be modified by a written agreement duly signed by persons authorized to sign
agreements on behalf of the Customer and of IBM (an authorized IBM Manager). and variance from the
terms and conditions of this Agreement m any order or other written notification from the Customer,
will be of no effect. The term "this Agreement as used herein includes any future written amendment
made in accordance herewith.
If the Customer delauls as to any obligation to return machines or fails to pay any amounts due
hereunder, IBM, in addition to any other remedies. may repossess the machines without notice and
the Customer agrees to pay all costs and expenses of collection and/or repossession, including all
attorneys fees incurred, up to the maximum permitted by applicable state law
Many provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable, the
validity. legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
No action, regardless of form, arising out of this Agreement may be brought by either party more than
Iwo years after the cause of action has arisen, or. In the case of nonpayment. more than two years
from the date of the last payment.
IBM is not responsible for failure to fulfill its obligations under This Agreement due to causes beyond
its control.
This Agreement will be governed by the laws of the State of New York.
Page 3 of 3
Z 040-2164-4100/801
CUSTOMER
SERVICE AGREEMENT I - TERMS AND CONDITIONS .
ACCEPTANCE
Acceptance of this Agreement by IBM Is contingent upon the absence 01 any mathematical
error and upon consistency with IBM's then current prices. Unless the Customer is advised
to the contrary within 30 days from the Customer's signing of this Agreement, this
Agreement Is accepted by IBM as written and Is In full force and effect on the date signed
by IBM.
TERM
This Agreement will remain in force until the Renewal Month and 1n011 then be automatically
extended ler annual period(s) until all machines have been withdrawn from service under
this Agreement.
For each machine there will be a Service Commencement Date which will be the day
following the expiration date of the Service and Parts Warranty provision of an IBM
Purchase Agreement or the Service Commencement Date as shown on the face of this
Agreement, whichever is later. Service for each machine will be provided from the Service
Commencement Date up to but not Including the first day of the Renewal Month as shown
on the face of this Agreement, or the Customer's presently established Renewal Month If
the Customer elects to prorate. Thereafter, Service Availability for each machine will be
automatically extended for annual perlod(s), unless the machine is withdrawn from
service.
The Customer can terminate this Agreement or withdraw any machine from this Agreement
at any time with one month's prior written notice to IBM.
Except as otherwise provided herein, IBM may withdraw any machine from this Agreement
al any time following twelve months from the Service Commencement Dale by providing
the Customer with one month's prior written notice.
SERVICE AVAILABILITY
IBM will provide,service availability during IBM's normal business hours while the machine
Is located within the United States, Puerto Rico, Guam or the Canal Zone. This service to
keep the machines) in, or restore the machine(s) to, good working order includes
unscheduled, on-call remedial maintenance and preventive maintenance (Inspections).
Inspections may be performed during the course of the on-call remedial maintenance and
are based upon the specific needs of the individual machine as determined by IBM.
Maintenance will include lubrication, adjustments and replacement of maintenance parts
deemed necessary by IBM. Maintenance parts will normally be either new or equivalent to
new In performance when installed in an IBM machine. If a new or equivalent to new part is
not available, and a used pad Is supplied, the Cuslamer will be so advised. Maintenance
parts will be furnished on an exchange basis, and the replaced parts become the property
of IBM. Service provided under this Agreement does not assure uninterrupted operation of
the machine(s).
The Customer may purchase a Guaranteed Annual Inspection by so Indicating on the lace
of this Agreement The charge will be the charge then generally In effect on the latter of the
Commencement Dale or Renewal Month of this Agreement. 11 Guaranteed Annual
Inspection has been purchased and IBM fails to perform such inspection, the Customer
will be given a refund of the amount paid for such Guaranteed Annual Inspection.
CHARGES
The Customer agrees to paya Basic Annual Service Charge as indicated on the face of this
Agreement.
Service Charges are subject to increase by IBM effective on the Renewal Month cairn prior
written notice by IBM to the Customer.
11 the Customer requests service to be performed at a time outside IBM's normal business
hours, there will be no additional charge for maintenance parts; however, the service, II
available, will be furnished at IBM's applicable hourly rates and terms then In effect.
When the distance from the Machine's Location to IBM's nearest Branch Office or Point of
Service Is greater than 15 miles, the Customer agrees to pay IBM's then current Zone
Charges or travel charges. Travel charges will consist of actual travel expense plus travel
and waiting time at IBM's prevailing hourly rale. Travel charges will also apply it the
machine location is not normally accessible by private automobile or scheduled public
transportation or If the IBM Service Representative is unable to travel to the machine
location, perform regular service, and then travel to IBM's nearest Branch Office or Point of
Service within IBM's normal business hours.
Changes In machine specdications may result In an adjustment of the Service Charge.
Such adjustment will become effective upon the Installation of the specification change.
AUTOMATIC SERVICE AGREEMENT PROVISION. (Optional—see lace of this Agreement)
Each machine subsequently purchased, the type of which Is eligible for service under this
Agreement,- will be automatically added to this Agreement. The Service Commencement
Date will be the day following the expiration date of the Service and Parts Warranty
provision of the applicable IBM Purchase Agreement
The Service Charge and Zone Charge, If any, will be the lower of charges then In effect an
the last Renewal Month for service under this Agreement or the charges In effect on the
Service Commencement Date for that machine.
TAXES
In addition to the charges due under this Agreement, the Customer agrees to pay amounts
equal to any taxes resulting from this Agreement, or any activities hereunder, exclusive of
taxes based upon net Income.
INVOICING
The Basic Annual Service Charge and Zone Charge, If any, will be Invoiced In advance.
Payment will be due as specified In the Invoice. All other charges due hereunder are
payable as specified In the Invoice. The Basic Annual Service Charge and Zone Charge, if
any, for a partial month's service will be prorated on the basis of a 30 -day month.
EXCLUSIONS
Service under this Agreement does not Include:
(a) repair of damage or Increase In service time caused by accident, misuse, disaster, or
abuse: or by accessories, alterations, attachments or other devices not furnished
by IBM.
(b) lumishrng or repairing supplies or accessories (optional features); painting; or
refinishing the machines;
(c) making specification changes; •
(d) maintenance service due to the use of supplies, Including repair of damage,
replacement of parts (due to other Than normal wear) or repetitive service calls;
(e) service of accessories, alterations, attachments, or other devices not furnished by
IBM; -
((1 repair of damage or Increase In service time caused by /allure to continually provide
suitable Installation environment with all facilities prescribed by IBM Including, but
not limited to, adequate space, electrical power, air conditioning or humidity control;
and
(g) additional service time and/or replacement parts due to conditions set forth in the
Sections "Access to Machines, ""Engineering Changes — Installation and Control,"
and "Non -IBM Parts."
ACCESS TO MACHINES
IBM shall have full and free access to the machine(s) t0 provide service thereon.
If persons other than IBM representatives shall install model conversions or feature
additions or shall perform service an a machine, and as a result further repair by IBM is
required, such further repairs will be made at IBM's applicable time and material rates and
terms then In el feet. II such additional repair Is required, IBM may withdraw the machine
from this Agreement upon one month's prior written notice to the Customer following any
repetition of the need lar additional repair of such machine caused by non -IBM service
activity.
ENGINEERING CHANGES—INSTALLATION AND CONTROL
Engineering changes, determined applicable by IBM, will be controlled and Installed by
IBM on machines covered by this Agreement. The Customer may, by providing notice
subject to written confirmation by IBM, 0n1 to have only mandatory changes, as
determined by IBM, installed on machines so designated.
IBM reserves the right to charge, at its applicable time and material rates and terms Then In
effect, for additional service lime and replacement parts associated with the installation by
IBM of an engineering change when such additional service and parts are required due to
the conversion from one IBM model to another or the Installation or removal of an IBM
feature whenever any of the foregoing was performed by other than IBM.
NON•IBM PARTS
Service provided by IBM under this Agreement does not Include the replacement or
addetermining tustment ofhe need arts hich were not for replacement orad adjued for se tment ntio such achine by its, a the filar comm In
j peas, except for common
hardware Items such ll eplace, nuts. sbass,clamps and t andcommercially s applabaparts such
asm Ierial r bs.fes IBM wills then i eat tre Cush/ na ce part andatwAr'sapplicabletime and
material rates and terms then In effect, maintenance pads which were not lumished for the
machine by IBM (except when such part Is In an alteration) when such parts are directly
Interchangeable with the IBM maintenance parts.
When IBM determines that a machine under this Agreement contains a part, not furnished
for the machine by IBM, which is particularly significant to IBM's ability to provide
maintenance service for such machine under this Agreement, IBM may withdraw the
machine from this Agreement upon one month's prior written notice to the Customer,
unless the Customer replaces the part with a directly Interchangeable part furnished for the
machine by IBM. IBM will, at the Customers request, replace such part with a directly
interchangeable part at IBM's applicable time and material rates and terns then In effect.
DISCLAIMER AND LIMITATION OF LIABILITY
IBM's liability to the Customer for damages, from any cause whatsoever, and regardless of
the form of action, whether In contract or in tort Including negligence, shalt be limited to
actual damages up to a maximum of 010,000 or Twelve months Service Charges for the
specific machines under This Agreement that caused the damages or that are the subject
matter of or are directly related to the cause of action. The foregoing limitation of liability
will not apply to claims for personal Injury or damage to real property or tangible personal
property caused by IBM's negligence
IN NO EVENT WILL IBM BE LIABLE FOR LOST PROFITS OR OTHER CONSEQUENTIAL
DAMAGES EVEN IF IBM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES
011 FOR ANY CLAIM AGAINST THE CUSTOMER BY ANY OTHER PARTY.
IBM DOES NOT MAKE ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT
LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
PARTICULAR PURPOSE. SOME STATES DO NOT ALLOW LIMITATIONS OF AN IMPLIED
WARRANTY OR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUEN-
TIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO
YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO,
HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO STATE.
GENERAL
Subject to the terms of the following paragraph, IBM may modify the terms and conditions
of this Agreement effective on the Renewal Month by providing the Customer with prior
written notice
Any such modification win apply unless the Customer exercises the option to terminate
this Agreement or withdraw the machine(s) al reeled by such modification. Otherwise, this
Agreement can only be modified by a written agreement duly signed by persons authorized
to sign agreements on behalf of the Customer and of IBM (an authorized IBM Manager) and
variance from the terms and conditions of this Agreement In any Customer order or omit
written modification will be of no effect.
The Customer represents that the Customer Is the owner of the machine(s) under this
Agreement, or, If not the owner, has authority from the owner to include such machine(s)
under this Agreement.
This Agreement is not assignable, Its rights, duties and obligations may not be assigned
or transferred by the Customer without the prior writln consent of IBM. Any attempt to
assign or Transfer any of the rights, duties or obligations of this Agreement without such
consent Is void.
IBM's service provided outside the scope o1 this Agreement will be lumished a1 IBM's
applicable time and material rates and terms Then In effect.
IBM is 1101 responsible for failure to render service due to causes beyond Its control
(including a claim of patent infringement, or action thereon, that may inhibit IBM's ability
to render service).
Either party may withdraw any machine or all machines from this Agreement for (allure of
the other to comply with any of Its terms and conditions.
No action. regardless of form, arising out of This Agreement may be br0001 by either party
more than two yeas at ter the cause of anion has arisen, or, in the case of non•paymenl,
more than two years from the date of the last payment.
This Agreement will be governed by the laws of the Stale of New York.
Attachment
Z 140-2184-4(10/80)
• Su•pply Agre nt
Supply Group
RIBBONS & TAPES
TOTAL ANNUAL()
QUANTITY
ORDERED
MINIMUM SHIPMENT
QUANTITY TO A
SINGLE LOCATION
Qaanmy
Description
Reorder 0
Bill at Quantity
Price
Per
., • SHIPMENT QUANT TY MONTHS OP -
e a.:feLy
•
nMi•.s[w
sl ei
Quantity
Description
Reorder A
BIII at OuanlIly
Price
Per
sHIPM ENT QUANTITY MONTHS OF -.
EDIATCY
U•R•
FEBRUARY
'W
IL
DEc
Quantity
Description
Reorder A
Bill at Quantity
Price
Per
. SHIPMENT QUANTITY MONTHS OF
RAG
y2
T. N•t'C by
JULY
se.r!maa
cite
DACE.
Quantity
Description
Reorder A
Bill at Quantity
Pnee
Per
SHIPMENT QUANTITY MONTHS OF 4. - ,•
RC
OCTOBER
Supply Group
MISCELLANEOUS SUPPLY ITEMS
TOTAL ANNUAL
QUANTITY
ORDERED
MINIMUM SHIPMENT
QUANTITY TO A
SINGLE LOCATION
Quantity
Description
Reorder!!
&II at Quantity Price
Per
e-eo[CMrur
• y.
.4,1"9144
,
Sg����'ee���sag
Quantity
Descnption
Reorder It
Bill at Quantity
Price
Per
PA
TOtte
2
Tot
[.ru.eai.
i !T:'X'e14
o�me[e
x.'
SC'�
:TS7>•Lracrz
Quantity
Description
Reorder 1/
Bill at Quantity
Price
Per
',SHIPMENT QUANTITY MONTHS OF
ICORDARy-
Cu
JANUARYa
SEP. BE
C• o,w
Quantity
Description
Reorder A
Bill at Quantity
Price
Per
rA ,•� _s.•. z - +r ',SHIPMENT OUANTITY'MONTHS OF
e•aT[Lr
AR
pirt
AUCuST
CCCC MORA
Eva
[cl..a[e
II the Customer requests delivery of Supplies at quantities lower than the Minimum Shipment Quantity to a Single Location as indicated, IBM will bill and the Customer agrees to pay the
higher price 101 Such lower quantity based on IBM's applicable price list.
THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE PART OF THIS AGREEMENT.
THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO RE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS. ORAL DR WRITTEN. AND ALL
OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
International Business Machines Corporation
MISCELLANEOUS SUPPLY ITEMS
SHIP TO (l1 Different Than Bill Tot
Customers Name
Quantity
Description
Reorder A
Bill at Quantity
Price
Per
JANUARYa
SEP. BE
C• o,w
Quantity
Description
Reorder A
Bill at Quantity
Price
Per
rA ,•� _s.•. z - +r ',SHIPMENT OUANTITY'MONTHS OF
e•aT[Lr
AR
pirt
AUCuST
CCCC MORA
Eva
[cl..a[e
II the Customer requests delivery of Supplies at quantities lower than the Minimum Shipment Quantity to a Single Location as indicated, IBM will bill and the Customer agrees to pay the
higher price 101 Such lower quantity based on IBM's applicable price list.
THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE PART OF THIS AGREEMENT.
THE CUSTOMER ACKNOWLEDGES THAT HE HAS READ THIS AGREEMENT, UNDERSTANDS IT, AND AGREES TO RE BOUND BY ITS TERMS AND CONDITIONS. FURTHER, THE CUSTOMER AGREES THAT
IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS. ORAL DR WRITTEN. AND ALL
OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.
International Business Machines Corporation
BILL TO
SHIP TO (l1 Different Than Bill Tot
Customers Name
Customer! Name
Branch OM. No.
Mark For (Attention Oft
Mark For (Attention 01)
Branch 01100 Address
Address
Address
Cly
City
City
State
Zip Code
State
Zip Code
Slate
Zip Cale
BY:
IBM REPRESENTATIVE SIGNATURE
DATE:
2 140.9080.0
U/M 50 1/80
ATTEST:
BY:
CUSTOMER'S SIGNATURE
OATEN.
CUSTOMER REPRESENTATIVE'S NAME TITLE
DO NOT PAY UNTIL INVOICED IBM BRANCH OFFICE
City Secretary
APPROVED:
J. BRUCE AYCOCK, CITY ATTORNEY
By
Assistant City Attorney
APPROVED:
Telephone Number
Director of Data Processing
Z 140.9086-0-1180
SUPPLY AGREEMENT
TERMS AND CONDITIONS
SUBSTITUTIONS/ADDITIONS/DELETIONS
If at any time Customer forecasts purchasing an increased quantity
of Supplies, IBM, at Customer's request, will terminate this Agree-
ment and negotiate a new Agreement specifying the increased
quantity of Supplies and the applicable price.
At any time IBM may delete or substitute any Supply item listed
herein. If such deletion or substitution results in Customer using a
reduced amount of Supply items, IBM will not increase the applicable
price for such Supply items during the then current term of the
Agreement.
DEFAULT
If Customer defaults hereunder or if a petition in bankruptcy is filed
by or against Customer:
1. IBM, in addition to other remedies. may repossess any Supplies
which were previously delivered hereunder and for which payment
has not been received;
2. IBM may refuse to make further shipments of Supplies; and
3. Customer agrees to pay IBM's cost and expenses of collection
and/or repossession, including the maximum attorney's fee
permitted by law, said fee not to exceed 25% of the amount due
hereunder. -
LIMITED WARRANTY/REMEDY
IBM warrants the Supplies to the original purchaser to be free from
defects in material and workmanship at the time of delivery.
Purchaser's exclusive remedy for breach of the limited warranty is
repair or replacement of the defective Supplies provided that Pur-
chaser returns said defective Supplies to the nearest IBM Office
Products Branch Office listed in the telephone directory in the United
States, Puerto Rico or the Canal Zone within one year after delivery.
IBM's liability to the Customer for any cause whatsoever, and
regardless of the form of action, whether in contract or in tort
including negligence, shall be limited to actual damages up to an
amount equal to the greater of the purchase price of the items
causing the damage or 51000. Under no circumstances will IBM be
liable for any lost profits, incidential or consequential damages
arising out of the use of or inability to use the supplies, even if IBM
has been advised of the possibility of such damages. The foregoing
limitation of remedy will not apply to the payment of cost and damage
awards for personal injury or damage to real property or tangible
personal property caused by IBM's negligence.
NO OTHER WARRANTIES, EXPRESS OR IMPLIED. INCLUDING THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PAR-
TICULAR PURPOSE WILL APPLY TO THE SUPPLIES.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR LIMITATION
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE
LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS
WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY
ALSO HAVE OTHER RIGHTS WHICH MAY VARY FROM STATE TO
STATE.
GENERAL
Subject to the terms of the following paragraph, IBM may modify the
terms and conditions of this Agreement effective on the renewal date
by providing the Customer with prior written notice.
Any such modification will apply unless the Customer exercises the
option to terminate this Agreement or withdraw the individual
Supply items affected by such modification. Otherwise, this Agree-
ment can only be modified by a written agreement duly signed by
persons authorized to sign agreements on behalf of the Customer
and IBM (an authorized IBM Manager) and variance from the terms
and conditions of this Agreement in any customer order or other
written modification will be of no effect.
Either party may terminate this Agreement for failure of the other to
comply with any of its terms and conditions.
No action, regardless of form, arising out of this Agreement may be
brought by either party more than two years after the cause of action
has arisen, or, in the case of non payment, more than two years from ,
the date of the last payment.
This Agreement will be governed by the laws of the State of New
York.
ACCEPTANCE
Customer agrees to purchase and International Business Machines
Corporation (IBM) by its acceptance of this Agreement, agrees to sell,
on the following terms and conditions, the Supplies shown on the
first page of this Agreement. Acceptance of this Agreement is
contingent upon (1) a satisfactory credit report on Customer, and (2)
with regard to the dollar amounts stated herein, the absence of any
mathematical error or deviation from IBM's standard prices. Unless
the Customer is advised to the contrary within 15 days after the
Customer's signing of this Agreement, this Agreement is accepted by
IBM as written on the date signed by IBM. The date on which the
Customer signs this Agreement, if subsequently accepted by IBM.
will be the Effective Date.
TITLE
Title to Supplies under this Agreement will pass to Customer on the
date of shipment from IBM.
SECURITY INTEREST
IBM reserves a Security Interest in the Supplies listed herein or to be
ordered in the future under this Agreement in the amount of their
purchase price. These interests will be satisfied by payment in full. A
copy of this Agreement may be filed with appropriate State authori-
ties at any time after signature by Customer as a financing statement
in order to perfect IBM's Security Interest.
RISK OF LOSS
Customer assumes risk of loss or damage upon delivery of the
Supplies to the Customer. -
•
TERM
Except as otherwise provided herein, this Agreement will remain in
force one year from the Effective Date and will then be automatically
renewed for annual period(s) unless terminated either by the Cus-
tomer on one month's written notice at any time, or by IBM on one
month's written notice prior to renewal.
CHARGES
The price of each Supply item will be the price as indicated on the
face of this Agreement and is determined by the Minimum Shipment
Quantity to a Single Location and the Bill at Quantity as indicated on
the face of this Agreement. If at the end of the current Agreement
period the Customer has not accepted delivery of at least the Bill at
Quantity, then IBM will bill and the Customer agrees to pay the
difference between IBM's prices for the total annual quantity
received, based on IBM's applicable price list, and the price as
invoiced. If the Customer requests delivery of Supplies at quantities
lower than the Minimum Shipment Quantity to a Single Location, IBM
will bill and the Customer agrees to pay the higher price for such
lower quantity based on IBM's applicable price list.
Transportation charges within the United States (including Puerto
Rico'and the Canal Zone) are at IBM's expense.
Terms are net 30 days from date of invoice.
PRICE PROTECTION
Except as stated below. all prices charged will be IBM's applicable
established prices in effect on the Effective Date of this Agreement. A
price quoted on the face of this Agreement for Copy Paper, Copy
Offset Masters and Copy Transparencies will be firm for 30 days,
after which the prices charged for such items will be the prices in
effect on the date shipped from IBM.
If this Agreement is automatically renewed, IBM's applicable
established prices and terms and conditions in effect on the renewal
date shall apply for the renewal period.
If IBM's applicable established price upon the shipment date of any
Supply under this Agreement shall be lower than the price for such
Supply stated in this agreement, the Customer shall have the benefit
of such lower price.
TAXES
In addition to the charges due under this Agreement, the Customer
agrees to pay amounts equal to any taxes resulting from this
Agreement, or any activities hereunder, exclusive of taxes based
upon net income.
)
18147
(A)
(B)
(C)
(D)
(E)
(F)
(G)
(H)
(I)
(J)
(K)
(L)
_) _) ) _) ) _) ) ) ,) ) ) ) )
Installment Payment Agreement
(State and Local Government)
Fiscal Year From H (to 1'kIy 3 1
Length of Installment Payment Plan_ _
ONTHS
This Installment Payment Agreement supplements and amends the Purchase Agreement, dated
19 , between INTERNATIONAL BUSINESS MACHINES CORPORATION (IBM) and the Customer with respect to the
IBM machines and/or their model upgrades and features (hereinafter called machines) on that Agreement.
Cash Price (Purchase Price from Purchase Agreement)
►
070 3t`lplt9P
Trade -In Credit (from Purchase Agreement)
►
/ ""i^'
Purchase Option Credits (f om Purchase Agreement)
P.
Deferred Payment Price
Cash Down Payment Time of Installation
❑ Effective Date of Purchase
►
pIyloo
Total Down Payment
(B+C+D)
...
/
903`f 04
J -4 ;qfi
Unpaid Balance of Cash Price
(A—E)
'"/
State and Local Taxes (if applicable)
Signed By — (Print Name)
►
Amount Financed/Unpaid Balance
(F+G)
►
/7/ 340,6 1e(O
Time Price Differential — FINANCE CHARGE on Amount Financed
P.
S 7) 2.;/7
at an ANNUAL INTEREST RATE of
Tax on Time Price Differential (if applicable)
Cus ; r (Buyers) a�re"f��r1l/uvav ` I
►
Address
Total Payments
(H+I+J)
►
i y 0J$'1/7
Deferred Payment Price
(A+G+1)
►.)
L/.1j LI(7
A)
B)
C)
D)
E)
F)
G)
H)
(I)
(J)
(K)
(L)
Ins ailment Payments to be made as follows:
(Select One)
Monthly Option — First Installment Payment (Monthly Installment Payment Amount+ J) $ 9'049. 9'7
— .5-9 Successive Monthly Installment Payments @ ybD. 30
0 Annual Option
Fiscal Period Installment Payments
1 $
2 $
3
4
5
6
EACH
NOTE
FIRST INSTALLMENT PAYMENT INCLUDES
TAX ON TIME PRICE DIFFERENTIAL.
TIME PRICE DIFFERENTIAL BEGINS TO
ACCRUE 30 DAYS PRIOR TO THE FIRST
INSTALLMENT PAYMENT.
THE TERMS AND CONDITIONS ON THE REVERSE SIDE ARE A PART OF THIS AGREEMENT
NOTICE TO BUYER
1. Under the law, you are entitled to a completely filled In exact copy of this Agreement at the time you sign. Keep It to protect your legal rights.
2. Under the law. you have the right to pay oft In advance the full amount due and to obtain a pamal refund of the FINANCE CHARGE based on the "Actuarial Melhod".
3. IBM reserves a purchase money security Interest In each of the machines listed herein. These Interests wilt be salished by payment In lull. A copy of this Agreement may be filed
on IBM's behalf with appropriate stale authorities at any time alter a signature by the Customer as a financing statement in order to perfect IBM's secunty Interest.
4. II one of the events of default described on the reverse side of this document should occur, and II IBM should then exercise Its nght to declare all unpaid installments to he
Immediately due and payable, you will have the right to a lull refund of any part of the FINANCE CHARGE as yet unaccrued at the tune of such declaration by IBM. In such a
rase, your refund will be computed under the "Actuarial Method".
THE BUYER ACKNOWLEDGES RECEIPT OF A TRUE COPY OF THIS AGREEMENT(1HIS IS A RETAIL INSTALLMENT CONTRACT)
THIS INSTALLMENT PAYMENT AGREEMENT AND THE PURCHASE AGREEMENT REFERRED TO HEREIN CONSTITUTE A SINGLE AGREEMENT AND THE COMPLETE
AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE BUYER AND IBM, WHICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS, ORAL OR
WRITTEN, AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. THE BUYER ACKNOWLEDGES
THAT THE BUYER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS, AND BY BUYER'S SIGNATURE ON
THIS AGREEMENT ACKNOWLEDGES THAT BUYER IS LEGALLY AUTHORIZED TO ENTER INTO THIS AGREEMENT. THE BUYER ACKNOWLEDGES RECEIPT OF A TRUE
COPY HEREOF AND OF THE PURCHASE AGREEMENT REFERRED TO HEREIN.
International Business Machines Corporation
Cus ; r (Buyers) a�re"f��r1l/uvav ` I
Address
Please Tempe or Print all information except signature
City and State
Zip Code
Branch Office Address
Br. Off. No
Mark,For (Atlemic OI) c
City and State
Zip Code
69' (Cus ars Slgnaturt
Date
'
By (IBM Representatives Signature)
Date
Signed By — (Print Name)
Signed By — (P Int Title)
6,1170'6-3,7611
IBM BRANCH OFFICE COPY
Page 1 of 2
ACCEPTANCE - • , „ I
- . .
Acceptance of this Agreement by lam is contingent upon the absence of an; mathematical error or
' deviation from IBM's current prices. Unless the Buyer is advised to the contrary within 30 days alter
the signing of this Agreement, this Agreement is accepted by IBM as written and iain full force and
effect on the date signed by IBM. ..-:
•
PAYMENT
The Customer promises to pay:
• (1) the Cash Down Payment
' (2) the Installment Payments until fully paid, all as shown on thefirstPage of this Agreement.
The Cash Ea Payment will be due as follows:
(1/ • for other than the purchase, of installed leased, or rented machines the Date yf
Installation; or ." '
(2) teethe purchase olinstalled-leasedor rented ma -chines on the EffecliciDeta of Purchase.
The First Installment Paymen( wig be due on the 1st day of the second month following the
Installation Dale or Effective Date of Purchase.'
If Customer leleets the Monthly Option, -successive installment Payments will be due on the 1st "day
of each month following the due dale for the First Installment Payment. If Customer selects the
, Annual. Option, successive Installment Payments are due on the first day of succeeding fiscal
The Customer having been offered the choice of purchasing at -the Cash Price (less any credit for'
Radar° equipment or purchase option accruals) plus applicable State and Local taxes or -at the
Deferred Payment Price has elected to purchase al such Deferred Payment Price: •
The Catornei.reay at -any -time gray rr advanCe the full amount due hereunder and the Time Price
Differential will ho adjusted by IBM to reflect the shoder payment period. ,
An remittances are to be made to the IBM Branch Office Address shown -on the Instagment Payment
Retard, which will be mailed laths Customer by IBM.
ASSIGNMENTS - - -
. .
This Installment Payment Agreement is not assignable by the Customer, nor may the Customer sell,
transfer, relocate, or dispose of the machines, or any of them, without prior written permission of
IBM. In no event may the machines be relocated outside the United States. Any attempted assignment
or transfer by the Customer of any of the rights, duties or obligations of this Installment Payment
Agreement is void. . . • , , . •
CUSTOMER'S COVENANTS
The Customer agrees that. (alit will not create, assume. or voluntarily suffer to exist, without giving
IBM at least 15 calendar days' prior written notice, any mortgage, pledge, encumbrance, security
interest, hen, -or charge of any kind upon the 'machines, or any of them; (b) it will keep the machines
in good repairand o perating condition; (c)it will pay promptly all taxes and other charges when levied
or assessed won the machines, or their operation or use, or upon IBM In connection with this
Installment Payment Agreement (exclusive of lasso based on net income); and (d)'d will promptly
satisfy at liens against the machines.
The Customer further agrees to procure and maintain fire insurance with extended coverage against
loss, theft, damage to or destruction of the machines for the full insurable value thereof for the
duration of this Installment Payment Agreement. the policy for such insurance being endorsed to -
show loss Payable to IBM and assigns as respective interests may appear. Upon request a certificate
' e Customer pursuant to the Section
h
of such insurance will be furnished to IBM or assigns. Any proceeds,received directly by IBM under
such insurance shall be credited to the payment required from t
entitled -Destrectioo of Machines.", -, •
-
DESTRUCTION OF MACHINES 1.1
In the marl that any of the machines shall be rost, stolen, irreparably damaged or destroyed or
otherwise rendered permanently unfit 'for use from any cause whatsoever (such occurrences being
. hereinafter called Casualty Occurrences) prior to the payment in full of the Total Installment Payment
Price, to the extent permitted by law the Customer shall promptly pay to IBM a sum equal to the
aggregate Casualty Value at such machines. Any money so paid shall be appliedyon'the inItallment, -
dale next following receipt by IBM of such payment. to reduce installments thereafter falling due so
that such installments represent only the payments due for the remaining machines.,
The Gunny Value Bleach machine suffering a Casualty Occurrence shall be the serried the balances
of unpaid Installment Payments and Time Price Differential unpaid at• the time of such Casually
• Occurrence and attributed to such machine, such Time Price Deferential being adjusted by IBM to
reflect the shorter payment period:," .ui
- DEFAULTS .•
Any one or more of the loliowIng are events of default. (a) the Customer shall fail to pay in full any-
- • sum payable by the Customer when 'due hereunder following IBM's written notice of such failure.
except,as mended for in the Section titled "Funding"; (b) the Customer shall fad to oblairfinsurance
as required in this Installment Payment Agreement; ho) The Customer shall.lor more than 30 days'
" after IBM shall have demanded in writing performance or observance thereol,lailed to comply with
any other term of this Installment Payment Agreement; (d) any insolvency proceedings of any
character, voluntary or involuntary, -shall be instituted by or against the Customer; or (e) the
_Customer shall make an assignment for the benefit of creditors. .
. - -`•-••
.".
' ' •
REMEDIES
If an event of default shall have occurred, IBM or assigns may, to the extent permitted by law: (a)
recover the balance of amounts due hereunder; (b) enter any premises where the machines may be
and take possession at, them, or render them unusable, and retain all prior payments as partial
- compensation for their use and depreciation: (c) if Customer has failed to keep the machines in good
repay and operating condition, restore the machines to good repair and operating condition at
Customer's expense for actual time and materials expended by IBM al IBM's then current charges; (d)
sell the machines, after at least 15 days' notice before the dale of any Intended public sale or the date
afte(which any pridale Tale or other disposition of the machines is to be made, with or without the
machines at the sale, at which sate IBM or assigns may purchase the machines; (e) incur attorney's
fees and legal expenses in exercising any of its rights and remedies upon default which the Customer
agrees,to.pay; and/9r (f) pursue any other remedy permitted by law or in equity. _1.
_
Waiver of any default shall not be a waiver of any otheedefatilt; all of 'IBM's 'rights hereukder are
-cumulative endnot ahernative
FUN • -,saf
. .
'
Since the Customer intends to request the appropriation of funds periodically lo be paid for the
• machines. Al fundir are not appropriated for the Customer for such Installment payments for any
fuldre Fiscal Period:Me Customer will not be obligated to pay the remainder of the Total Installment
Payment Price due beyond the end of the then current Fiscal Period. Such event will not constitutean
!event of default The Customer agrees to notify IBM in writing of such nonappropliation al the earliest
possible time. „ ir a
in the event that funds are nof appropriated as provided atiove and the Customer Is nlie
further payments due Under this Installment Payment Agreenient beyond the end of the then current
Fiscal Period, IBM will, within a reasonable time after the end of such Period-, enterand take the
machines from the Customer's premises and will retain all sums previously.paid by Customer to IBM ,
as partial compensation for machine use and depreciation; provided, however, that opon.Customer's
request, Customer may, prior,to such repossessiometain the machines during a reasonable period
agreed to by IBM ala monthly charge designated by IBM, beginning on the first day following the last
Fiscal Period for which payment has been made hereunder.:! 2 „,'-‘ •
ANYHOLDER OF THIS CONTRACT IS SUBJECT TO ALL CLAIMS AND
DEFENSES WHICH .THE DEBTOR COULD ASSERT AGAINST THE
SELLER OF GOODS OR SERVICES_ OBTAINED PURSUANT HERETO
OR WITH THE PROCEEDS HEREOF. RECOVERY HEREUNDER BY THE
DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY,THE DEBTOR
'HEREUNDER. 3
LOCATION OF MACHINES
/-The machines shall remain Immortal property, not become part of the freehold, and be kept at the
•r Customer's address shown on the face of this Agreement where IBM may inspect them at' any
reasonable time. na ".
Until payment in lull of the Deferred Payment Price due hereunder, the Customer may not sell,
transfer, substantially modify, relocate or dispose -of the machines, or any of them, without prior
written permission of IBM, noumay the machines be relocated outside the United Stales.
, GENERAL_ ,
If the unit price" otrade-in Credit for any machine Is adjusted as provided for in the Purchase
Agreement referred to herein, the payments herein agreed to be paid shall be adjusted and this
Installment Payment Agreement shall be amended accordingly.
' " ' • •
The terms and conditions of this Installment Payment Agreement shall prevail notwithstanding any
'variance with the terms and conditions of the Purchase Agreement referred to herein.
Should this Installment Payment Agreement and/or the Purchase Agreement referred hi herein be
held by the courts to be invalid or unenforceable, In whole or in part, the parties agree that the
machines shall be deemed to have been Installed pursuant to the terms and conditions vi IBM's State
and Local Government Lease.Plan at IBM's applicable Slate and Local Government Lease Plan
Monthly Charges, commencing with -the Sale of Installation or the Effective Date of Purchase of the
-,machines,Por the period prior to such holding. IBM shall credit to the applicable Lease Plan Monthly
Charges the amounts paid by the Customer to IBM under this Installment Payment Agreement and
amounts paid by the Customer for maintenance, properly taxes and insurance. Any excess credits
%hall be refunded to the Customer, and any deficiency shall be due to IBM; but in do event shall any
amount be due to IBM in excess of funds ePpropriated. • ' - -
. • . .
• r
-•
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.• • ,.'
- • Page 2 of 2
-
Z 140-2II36-3 (7/8I
- 01M025
Corpus Christi, TeK,as
day of
, 1981
TO THE MEMBERS OF THE CITY COUNCIL
Corpus Christi, Texas
For the reasons set forth in the emergency clause of the foregoing ordinance or resolution,
an emergency exists requiring suspension of the Charter rule as to consideration and voting
upon ordinances or resolutions at three regular meetings; I/we,-therefore, request that you
suspend said Charter rule and pass this ordinance or resolution finally on the date it iS
introduced, or at the present meeting of the City Council.
Respectfully,
Council Members
Respectfully,
MA
THE CI Y OF CORPUS CHRISTI, TEXAS
The above ordinance was passed by the foll;wing vote:
Luther Jones
Betty N. Turner
Jack K. Dumphy
Bob Gulley
Herbert L. Hawkins, Jr.
Dr. Charles W. Kennedy
Cliff Zarsky
16444