HomeMy Public PortalAboutORD09152 BILL N0. 'L.
INTRODUCED BY COUNCILMAN4
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING AND
DIRECTING THE MAYOR AND CLERK OF THE CITY TO EXECUTE WRITTEN
AGREEMENTS WITH SPERRY RAND CORPORATION, ACTING THROUGH ITS SPERRY
UNIVAC DIVISION, FOR THE RENTAL AND SERVICING OF CERTAIN EQUIPMENT.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF JEFFERSON,
MISSOURI, AS FOLLOWS:
Section 1 . The Mayor and Clerk of the City are hereby
authorized and directed, for and in the name of the City, to
• execute written agreements with Sperry Rand Corporation, acting
through its Sperry Univac Division, for the rental and servicing
of certain equipment.
Section 2 . Copies of the two (2) said Agreements are
hereto attached and made a part hereof.
Section 3. This ordinance shall take effect and be in full
Iforce from and after the date of its passage and approval.
Passed..... -' Approved
esident of ouncil o
Attest
l
City Clerk
1 .PEI ���LIIV��I�-11C ONE YEAR AND CONTINUING RENTAL
1 AND SERVICE AGREEMENT
C City of Jefferson GROUP D EQUIPMENT
S
T City Hall
M
E
R Jefferson City, Missouri 66=01
(TO BE COMPLETED IF OTHER THAN ABOVE)
N
s
T A
A T AGREEMENT NUMBER
L
E 530 -1297
Sperry Rand Corporation, acting through its Sperry Univac Division (hereinafter called "Sperry Univac"), upon its acceptance here-
of by means of signature in the Acceptance block of this Agreement, shall rent to the Customer,subject to the Terms and Conditions
hereinafter stated, certain Products, consisting of the Equipment listed below to be installed at the above address or such other
locations as may be specified herein together with Documentation, Training and Technical Services and shall furnish Maintenance
Service with respect to the Equipment.
EQUIPMENT SCHEDULE
ITEM TYPE NO OF BASIC MONTHLY MONTHLY
HO. NUMBER DESCRIPTION V„ITg PURCHASE PRICE MANTENANCE
CHARGE RENT
01 #42-9" Display Terminal O1 3850 48 96
02 44-0 alpha/Numeric Keyboard 01 490 2 19
03 F1245--0 Synch Interface 01 470 5 11
04 C1468-0 ) Modem Interface 01 NC NC NC
r
05 C2645-01 24 x 80 Format 01 NC NC NC
Mkg. M . je
CE Mgr.
S f A Mgr.
Adm. Mgr.
S/R Mgr.
TOTALS 10- 4810 55 126
FROM TO
PRINCIPAL PERIOD OF
MAINTENANCE 0800 1700
not—rove Rev.4•77 ui►
TERMS AND CONDITIONS
1.DEFINITIONS Sperry Univac shall provide the following without additional
The following terms shall have the meanings set forth below charge while this Agreement is in effect:
whenever they are used in this Agreement, including the preced- (a) Training for a reasonable number of Customer's operating
Ing page: and programming personnel at courses held on a regularly sched-
(a) Documentation" shall mean the then current standard vi- uled basis at a Sperry Univac training center, with the travel and
sually readable materials provided by Sperry Univac for Cus- living expense of such personnel borne by the Customer. Upon
tomer use with the Equipment. agreement between authorized representatives of the parties,
(b) "Equipment" shall mean the items listed on the Equipment training may be conducted at the Site.
Schedule of this Agreement as modified by any supplemental (b) Advice and guidance concerning: (1) the implementation of the
Equipment Schedule. Equipment: (2) review and improvements of existing Sperry Univac
(c) "Site" shall mean the room or rooms within which each unit Data Processing Systems;and (3) the development and implemen-
of Equipment is to be installed, at the addresses designated tation of the new systems Involving Sperry Univac's equipment.
herein.
(d) "Products" shall consist of the Equipment, Documentation, 8.CHARGES
Train JWnd Technical Services described in this Agreement. (a) The Customer shall pay the Monthly Rent and Base Monthly
Maintenance Charges, as well as all other charges provided in
2.TERM F AGREEMENT this Agreement within thirty (30) days after date of invoice.
This Agreement shall become effective on the date it is accepted (b) Monthly Rent and Base Monthly Maintenance Charges will
by Sperry Univac. It shall continue in effect for an initial term commence,as to each unit of Equipment,on the date such Equip-
of one (1) year from the date specified in Section 8(b) for com- ment is installed and ready for use as certified by Sperry Uni-
mencement of Monthly Rent for the last unit of Equipment in- vac, and will be invoiced monthly in advance. The charges do
stalled under this Agreement. This Agreement shall continue in not include, and the Customer assumes the cost of: (1) supplies;
effect thereafter until terminated or cancelled in accordance (2) painting or refinishing the Equipment; (3) movement of any
with the provisions of Section 13. unit of Equipment or part thereof; (4) repair of damage to the
Equipment including replacement of parts, resulting from the
3.INSTALLATION AND SITE PREPARATION fault of the Customer or causes reasonably within the Customer's
Written installation planning instructions or specifications will control; and (5) all cables needed for the operation of the Equip-
be furnished by Sperry Univac to the Customer at least thirty (30) ment, (other than one Sperry Univac standard length cable in-
days prior to the scheduled delivery date of the Equipment. The cluded at no additional charge with each unit of Equipment), and
Customer shall prepare the Site in accordance with such in- the installation of all cables including such standard length cable.
structions or specifications at least fifteen (15) days prior to the (c) In addition to the Monthly Rent and Base Monthly Maintenance
scheduled delivery date and shall maintain the Site in accordance Charges, a Monthly Travel Zone Charge at Sperry Univac's pre-
with such instructions or specifications. The Customer shall vailing zone rates shall be added for each unit of Equipment
furnish, at no cost to Sperry Univac, the necessary labor and installed at a location more than 15 miles from Sperry Univac's
moving equipment required for placing the Equipment in position nearest published point of service.
in the Site. Sperry Univac shall install the Equipment and shall (d) The charges do not include any federal, state, county, local
certify in writing to the Customer when the Equipment is ready or other taxes howsoever designated whether levied or based
for use. upon such charges, this Agreement, the Products or their use,
or any service or parts supplied hereunder. Any taxes or amounts
4.REMOVAL AND RELOCATION OF EQUIPMENT in lieu thereof and interest thereon paid or payable at any time
The Equipment shall not be moved from, nor repositioned with- by Sperry Univac, exclusive of personal property taxes and taxes
in, the Site where it has been installed without Sperry Univac's based on net income,shall be borne by the Customer.
prior written consent, which shall not be unreasonably withheld. (e) All charges relative to any unit of Equipment are subject
to change by Sperry Univac, on thirty (30) days prior written
S.TERMS OF USE notice to the Customer, effective at the end of one (1) year from
the date of commencement of such charges for each such unit
(a) Fwment of the Monthly Rent shall entitle the Customer to of Equipment, and at any time thereafter.
us Equipment and Documentation, for any and all hours (f) When the Equipment is installed for a fraction of a calendar
dur such month, exclusive of time required for preventive month, the charges for each day shall be computed at the rate of
and remedial maintenance. 1/30th of the monthly charges.
(b) Supplies and devices used with the Equipment shall conform (g) The charges do not include, and the Customer will pay all
to Sperry Univac specifications, transportation costs; rigging and drayage charges upon the
(c) In addition to the Products, any other item furnished or ser- Equipment and packing cases, both from and to Sperry Univac's
vice performed by Sperry Univac for the Customer in further- shipping or consignment points; and all such charges resulting
ance of this Agreement, although not specifically identified in it, from any changes in location of the Equipment.
shall nonetheless be covered by this Agreement.
9.WARRANTY
6.EQUIPMENT MAINTENANCE SERVICE (a) Sperry Univac warrants that the Equipment when installed
(a) Sperry Univac shall provide preventive and remedial main- shall be free from defects in material and workmanship.
tenance service to maintain the Equipment in satisfactory oper- (b) Sperry Univac further warrants that, under normal use and
ating condition. Preventive maintenance shall be performed dur- service, the Equipment shall remain in satisfactory operating
ing the Principal Period of Maintenance. Sperry Univac shall condition.
determine the frequency and the duration of preventive main- (c) Sperry Univac's sole and exclusive liability under these
tenance. warranties shall be that Sperry Univac, at its option, shall adjust,
(b) Payment of the Base Monthly Maintenance Charges shall en- repair or replace, as promptly as is possible, the defective parts
title the Customer to on-call remedial maintenance service dur- or units of Equipment claimed to cause unsatisfactory operation
ing the Principal Period of Maintenance. The Principal Period of the Equipment,subject to the conditions and charges described
of Maintenance shall consist of the same consecutive nine (9) in Section 6. Sperry Univac shall assume the costs of the re-
hour period per day as identified on the face of this Agreement, placing parts or units and their installation.
between the hours of 7 a.m. and 6 p.m. five (5) days per week, (d) Sperry Univac's warranties with respect to any unit of Equip-
Monday through Friday,excluding holidays, ment or services furnished hereunder shall extend only to the
(c) The furnishing by Sperry Univac of any remedial maintenance Customer and may not be altered or extended except by an in-
service outside the Principal Period of Maintenance shall be sub- strument in writing as provided in Section 16 (e).
ject to Sperry Univac's standard published charges and terms
then in effect applicable to the Equipment serviced. 10.ALTERATIONS AND ATTACHMENTS
(d) The Customer shall provide, at its expense, for use of Sperry (a) The Customer may, with the prior written consent of Sperry
Univac's maintenance personnel, and reasonably accessible to Univac use non-Sperry Univac attachments, features, or devices
the Equipment,adequate working and storage space and facilities on or with the Equipment and may make alterations to the Equip-
be needed by Sperry Univac in order to provide proper ment. Such consent shall not be unreasonably ithheld,•Such
Hance service of the Equipment. alterations or attachments shall be removed by the Customer im-
(e) a Customer shall be responsible for the use, care and mediately prior to cancellation or termination. After cancella-
cleaning of the Equipment in accordance with instructions fur- tion or termination Sperry Univac will restore the Equipment
nished by Sperry Univac. When a need arises for maintenance to its original condition and configuration excluding ordinary
service the Customer shall notify Sperry Univac's maintenance wear and tear and charge the cost of restoration to the Customer.
personnel immediately, allow full access to the Equipment and (b) When such alterations or attachments are made by the Cus-
release the Equipment to Sperry Univac for maintenance service. tomer or its contractors or authorized aggents: (1) The Customer
shall be responsible for damage to the Equipment caused by or
7.TRAINING AND TECHNICAL SERVICES resulting directly or indirectly from such alterations or attach-
To assist the Customer in the utilization of the Equipment, ments: (2) Sperry Univac shall not be held responsible for de-
facts in Documentation provided such defects are caused by or plans, or specifications furnished by or on behalf of the Cus-
result directly or Indirectly from such alterations or attach- tomer as to the Products; (2) alterations of the Products by the
ments; (3) Sperry Univac will not be liable for any performance Customer; (3) failure of the Customer to use updated Products
degradation of the Equipment caused by or resulting directly or provided by Sperry Univac for avoiding Infringement; (4) use of
indirectly from such alterations or attachments; (4) Sperry Univac Products in combination with apparatus or devices not delivered
will not be responsible for the proper or efficient operation of, by Sperry Univac; (5) use of Products in a manner for which the
or the cost or effort to modify, any Documentation affected same was neither designed nor contemplated; or (6) a patent or
directly or indirectly by such alterations or attachments; (5) copyright in which the Customer or any affiliate or subsidiary
Sp ry Univac will not be responsible for maintenance of the of the Customer has any direct or indirect Interest by license
Ions or attachments; (6) The Customer shall pay Sperry or otherwise,
for any increase in the cost or effort related to mainte- (c) The foregoing states the entire liability of Sperry Univac for,
nance service for the Equipment caused by or resulting directly or resulting from, patent or copyright infringement or claim
or Indirectly from such alterations or attachments; (7) Sperry thereof.
Univac shall not be responsible for any injury to persons or
damage to property, real or personal, caused by or resulting 15.LIMITATION OF LIABILITY
directly or indirectly from such alterations or attachments. (a) EXCEPT AS HEREIN EXPRESSLY STATED, THERE ARE
NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF
11-PURCHASE OPTION LAW OR OTHERWISE, OF THE PRODUCTS LEASED OR SER-
(a) The Customer may, while this Agreement remains in effect VICES FURNISHED HEREUNDER.SPERRY UNIVAC DISCLAIMS
purchase all or selected units of the Equipment, provided that ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FIT-
all charges due hereunder are paid at the time the Customer NESS FOR PARTICULAR PURPOSE. IN NO EVEN': SHALL
exercises the option to purchase, at the Purchase Prices listed SPERRY UNIVAC BE LIABLE FOR ANY INCIDENTAL, IN-
for each of the specified units in the Equipment Schedule minus DIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, IN CON-
the lesser of credits calculated as follows: (1) 75% of the total NECTION WITH OR ARISING OUT OF THIS AGREEMENT OR
of all Monthly Rent for such unit(s) paid under this Agreement; THE EXISTENCE, FURNISHING, FUNCTIONING OR THE CUS-
or(2) nine months of the Monthly Rent for such unit(s). TOMER'S USE OF ANY ITEM OR PRODUCTS OR SERVICES
(b) This option shall be exercised by the Customer's delivering PROVIDED FOR IN THIS AGREEMENT. THE CUSTOMER'S
to Sperry Univac the then standard form of Agreement of Con- SOLE AND EXCLUSIVE REMEDY FOR LIABILITY OF ANY
version Sale duly executed by the Customer. KIND,INCLUDING NEGLIGENCE WITH RESPECT TO THE PRO-
(c) This Agreement shall terminate as to each unit so purchased DUCTS AND SERVICES FURNISHED HEREUNDER, SHALL BE
upon the effective date of such Agreement of Conversion Sale. LIMITED TO THE REMEDIES PROVIDED IN SECTIONS 9 (c)
AND 14 OF THIS AGREEMENT.
12.EMERGENCY EQUIPMENT (b),THE CUSTOMER FURTHER AGREES THAT SPERRY UNI-
Sperry Univac shall assist the Customer in obtaining use of VAC SHALL NOT BE LIABLE FOR: (1) ANY LOSS OF USE,
Sperry Univac equipment compatible with that used by the Cus- REVENUE OR PROFIT; (2) ANY CLAIM, DEMAND OR ACTION
tomer to meet emergency needs.The charge for such use, if any, AGAINST THE CUSTOMER BY ANY THIRD PARTY EXCEPT
shall be as agreed between authorized representatives of the AS MAY BE PROVIDED FOR IN THE PATENT AND COPY-
parties. RIGHT INDEMNIFICATION PROVISIONS OF THIS AGREEMENT.
13.CA ELLATION AND REPOSSESSION 16.GENERAL PROVISIONS
(a er party may upon thirty (30) days prior written notice (a) Title to the Equipment shall remain with Sperry Univac. All
ca any unit or units of Equipment after such unit has been Equipment, devices and accessories furnished by Sperry Univac,
on rent for a period of twelve months or at any time thereafter. except for those units of Equipment purchased by the Customer,
This Agreement shall terminate upon cancellation of the last shall accompany the unpurchased Equipment when returned to
unit of Equipment. Sperry Univac. During the period the Equipment is in transit or
(b) Sperry Univac may elect, without prejudice to any other rights in the possession of the Customer,Sperry Univac and its insurers,
or remedies, to cancel this Agreement, and, with or without can- if any, shall relieve the Customer of responsibility for risks of
cellation, repossess the Equipment: (1) if the Customer, upon I0 s or damage to the Equipment, except for loss or damage
ten (10) days prior written notice, hat failed to make payments used by the Customer's•negligence.
due hereunder or has failed to perform any other substantial ob- (b) Neither party shall be liable or deemed to be in default for
ligation to be performed by the Customer under this Agreement; any delay or failure in performance under this Agreement or
or (2) if a petition in Bankruptcy has been filed by or against the interruption of service resulting directly or indirectly from acts
Customer, or the Customer has made an assignment for the of God, civil or military authority, acts of public enemy, war,
benefit of creditors, or a receiver has been appointed or applied riots, civil disturbances, insurrections, accidents, fire, explo-
for by the Customer. sions, earthquakes, floods, the elements, strikes, labor disputes,
shortages of suitable parts, materials, labor or transportation,
14.PATENT AND COPYRIGHT INDEMNIFICATION or any other causes beyond the reasonable control of such party.
(a) Sperry Univac shall, at its expense, defend any suit instituted (d) The Customer shall not assign or otherwise transfer its
against the Customer and indemnify the Customer against any rights or obligations under this Agreement, except with the writ-
award of damages and costs made against the Customer by a ten consent of Sperry Univac and any prohibited assignment shall
final judgment of a Court of last resort based on the claim that be null and void. Sperry Univac shall have the right to assign all
any of the Products furnished by Sperry Univac under this Agree- or part of the payments under this Agreement, or to sell the
ment constitutes an infringement of any patent or copyright of Equipment,subject to the Customer's rights hereunder.
the United States; provided the Customer gives Sperry Univac (d) This Agreement shall be governed by the local laws of the
immediate notice in writing, permits Sperry Univac to defend CCommonwealth of Pennsylvania.
the suit and gives Sperry Univac all available information, as- (e) This Agreement consittutes the entire agreement between the
sistance and authority to do so. Sperry Univac shall control the parties with respect to the subject matter hereof and shall super-
defense of any such suit, including appeals, and all negotiations sede all previous proposals, both oral and written, negotiations,
to effect settlement. If any of the Products furnished hereunder representations, commitments, writings, and all other commun-
is in any such suit held to constitute infringement and its use ications between the parties. It may not be released, discharged,
is enjoined, Sperry Univac shall, at its election and expense: (1) changed or modified except by an instrument in writing signed
procure for the Customer the right to continue usingsuch Pro- by a duly authorized representative of each of the parties. The
du (2) replace or modify the same so that it becomes non- terms of this Agreement shall prevail notwithstanding any var-
inf�g; or (3) remove any Sperry Univac owned Products and iances with the terms and conditions of any order submitted by
can such Product and any future charges or royalties per- the Customer.
taining thereto. (f) No action, regardless of form, arising out of transactions
(b) Sperry Univac shall, however, have no liability to the Cus- occuring under or contemplated under this Agreement may be
tomer under this Section 14 if any patent or copyright infringe- brought by either party more than two (2) years after the cause
ment is based upon or arises out of: (1) compliance with designs, of action has accrued.
'- ACCEPTANCE
SPERRY UNIVAC DIVISION OF SPERRY RAND CORPORATION CUSTOMER ACCEPTANCE BY
KACC EN CE BY (TYPE NAME) � ( YPE NAME)
,
4�}�a
�,tit
y,+y SIGNATURE DATE O16 URE DATE
#M 1i
1. A: MERM
',. TITLE 17
SEP 2 2
ST=Er_ZRy_J- LUN1IVAC SHORT TERM RENTAL AND
SERVICE AGREEMENT
U City of Jefferson GROUP A & B EQUIPMENT
S
T City Hall
M
R Jefferson City, Missouri 65101
(TO BE COMPLETED IF OTHER THAN ABOVC)
I
N
AGREEMENT NUMBER
D 550-1298
Sperry Rand Corporation, acting through its Sperry Univac Division (hereinafter called "Sperry Univac"), upon its acceptance
hereof by means of signature in the Acceptance block of this Agreement, shall rent to the Customer, subject to the Terms and Con-
ditions hereinafter stated, certain Products, consisting of the Equipment listed below to be installed at the above address, to-
gether with Documentatich, Programming Aids, Training and Technical Services and shall furnish Maintenance Service with
respect to the Equipment.
EQUIPMENT SCHEDULE.. '.
ITEM NO.OF PURCHASE SASE MONTHLY MONTHLY
NO. TYPE NUMBER GROUP DESCRIPTION i, UNITS PRICE MAINTENANCE RENT
CHARGE
t '1
01 F 26-00 A Synch Line Adapter 01 760 7 19
02 C 902-0d A Modem Interface 01 NC NC NC
gib''. ,y'•.
I 4•
.f
h Mkg. Mgr.
.:•.�.: CE Mgr.
SIA Mgr.
Adm. Mgr._
SIR Mgr.
TOTALS 760 7 19
MAINTENANCE SERVICE FROM TO
1. PRINCIPAL PERIOD OF MAINTENANCE 0800 1700
2.OPTIONAL SCHEDULED EXTENDED PPM
(GROUP A EQUIPMENT)
ADDITIONAL MONTHLY CHARGE FOR EXTENDED PPM S
,IIIN►�G
UDI 1677 REV. 4.77 y j
TERMS AND CONDITIONS
1. DEFINITIONS tended period of maintenance shall be in accordance with Sperry
The following terms shall have the meanings set forth below when- Univac's standard published charges and terms in effect at the
ever they are used in this Agreement,Including the preceding page. time such extended period of maintenance is scheduled by Sperry
(a) "Documentation"shall mean the then current standard visually Univac.
readable materials published by Sperry Univac for Customer use (d) Upon thirty (30) days prior written request by the Customer
with the Equipment or the Programming Aids. any extended period of maintenance scheduled hereunder may be
(b) "Equipment" shall mean the Items listed on the Equipment modified subject to appropriate adjustments in accordance with
Schedule of this Agreement and as modified by any supplemental Sperry Univac's standard published rates in effect at the time of
Equipment Schedule. the Customer's request.
(c) "Programming Aids" shall mean the programs, routines, (e) Where remedial maintenance service is commenced during
subroutines, translators, compilers, operating systems, and re- the Principal Period of Maintenance and Is continued beyond the
lated Items which Sperry Univac has announced or may announce Principal Period of Maintenance, no additional charge shall be
for the Equipment while this Agreement is in effect, for use by made until the time worked after the Principal Period of Main-
Customers without additional charge. tenance exceeds the time worked immediately preceding the end
(d) "Site" shall mean the room or rooms within which each unit of the Principal Period of Maintenance.
of Eqent is to be Installed,at the addresses designated herein. (f) Where Equipment designated as Group (B) in the Equipment
(e) " cts" shall consist of the Equipment, Documentation, Schedule is Installed at a location of the Customer which is more
ProgRIlWhing Aids, Training and Technical Services described in than 25 miles beyond the city limits in which a Sperry Univac
this Agreement. Maintenance Service Office is located, the Customer shall be
charged at the Sperry Univac standard hourly rates, applicable
2. TERM OF AGREEMENT at the time of the service call, for the time of Sperry Univac's
This Agreement shall become effective on the date it is accepted personnel in traveling in excess of the 25 mile limit to and from
by Sperry Univac. It shall continue in effect for an initial term the Customer's installation.
of ninety (90) days from the date specified in Section 10 (b) for (g) Except as otherwise expressly provided in paragraph (e) of
commencement of Monthly Rent for the last unit of Equipment this Section 6, the furnishing by Sperry Univac of any remedial
Installed under this Agreement. This Agreement shall continue in maintenance service outside of the Principal Period of Maintenance
effect thereafter until terminated or cancelled in accordance with shall be subject to Sperry Univac's standard published charges
the provisions of Section 15. and terms in effect at the time of the furnishing of such service,
applicable to the Equipment serviced.
3. INSTALLATION AND SITE PREPARATION (h) The Customer shall provide, at its expense, for use of Sperry
tannin Univac's maintenance personnel,and reasonably accessible to the
Written installation
planning instructions or specifications will be Equipment, adequate working and storage space and facilities as
furnished by Sperry Univac to the Customer at least thirty(30)days may be needed by Sperry Univac in order to provide proper
prior to the scheduled delivery date of the Equipment.The Customer maintenance service of the Equipment.
shall prepare the Site in accordance with such instructions or (t) The Customer shall be responsible for the use, care and
specifications at least fifteen (15) days prior to the scheduled cleaning of the Equipment in accordance with instructions fur-
delivery date and shall maintain the Site in accordance with such nished by Sperry Univac. When a need arises for maintenance
Instructions or specifications. The Customer shall furnish, at service the Customer shall notify Sperry Univac's maintenance
no cost to Sperry Univac, the necessary labor and moving equip- personnel immediately, allow full access to the Equipment and
ment required for placing the Equipment in position in the Site. release the Equipment to Sperry Univac for maintenance service.
Sperry Univac shall install the Equipment and shall certify in
writing to the Customer when the Equipment is ready for use. 7, TRAINING AND TECHNICAL SERVICES
4. REMOVAL AND RELOCATION OF EQUIPMENT To assist the Customer in the utilization of the Equipment, Sperry
The Equipment shall not be moved from, nor repositioned within, Univac shall provide the following without additional charge while
P this Agreement is in effect:
the Site without Sperry Univac's prior written consent which shall (a) Training for a reasonable number of Customer's operating
not be unreasonably withheld. and programming personnel at courses held on a regularly sched-
uled basis at a Sperry Univac training center, with the travel
5. TEQMOF USE and living expense of such personnel borne by the Customer.
(a) lWent of the Monthly Equipment Charges shall entitle the Upon agreement between authorized representatives of the parties,
Customer to use: (1) the Equipment; (2) Documentation; (3) Pro- training may be conducted at the Site.
gramming Aids; and (4) such updates to Programming Aids that (b) Advice and guidance concerning:(1)the implementation of the
Sperry Univac has announced or may announce for the Equipment Equipment; (2)review and improvements of existing Sperry Univac
and which it furnishes to other customers for their general use Data Processing Systems; and (3) the development and imple-
at no additional charge;for any and all hours during such month, mentation of new systems involving Sperry Univac's equipment.
exclusive of time required for preventive and remedial main-
tenance. 8. PROGRAMMING AIDS AND DOCUMENTATION
(b) Supplies and devices used with the Equipment shall conform (a) Sperry Univac shall furnish to the Customer, while this Agree.-
to Sperry Univac specifications• ment is in effect, such Programming Aids and Documentation
(c) In addition to the Products, any other item furnished or ser- as are then available without charge for general use and as are
vice performed by Sperry Univac for the Customer in furtherance requested by the Customer. In no event shall a charge be made to
of this Agreement, although not specifically identified in it, shall the Customer, while this Agreement is in effect, for such Pro-
nonetheless be covered by this Agreement, gramming Aids or Documentation, If the Customer so requests,
Sperry Univac shall provide several copies of such Documentation
S. EQUIPMENT MAINTENANCE SERVICE in satisfaction of the Customer's reasonable requirements. Sperry
(a) Sperry Univac shall provide preventive and remedial main- Univac reserves the right to alter its classification of any Pro-
tenance service to maintain the Equipment in satisfactory operating gramming Aid in order to reflect modifications or changes in
condition. Preventive maintenance shall be performed during the policy or support requirements during the life of such Program-
Principal Period of Maintenance except that in the case of Equip- ming Aid.
ment designated in the Equipment Schedule as Group (A), preven- (b) Sperry Univac hereby grants to the Customer, while this
tive maintenance may be performed at such times as may be Agreement is in effect, a personal, non-transferable and non-ex-
agreed upon by authorized representatives of the parties. Sperry clusive lease to use the Programming Aids and related Documen-
Univac shall determine the frequency and the duration of preven- tation designated by Sperry Univac as proprietary, only on the
tive maintenance. Equipment and at the Site. The charge for such lease is included
(b) Payment of the Base Monthly Maintenance Charges shall en- within the Monthly Rent,except that the Customer shall supply the
title the Customer to on-call remedial maintenance service during necessary media or shall pay Sperry Univac its standard charges
the Principal Period of Maintenance. The Principal Period of for media which Sperry Univac supplies.
Maintenance shall consist of the same consecutive nine (9) hour (c) While this Agreement is in effect and thereafter, the Pro-
period per day as identified on the face of this Agreement,between gramming Aids and related Documentation designated by Sperry
thjIfturs of 7 a.m. and 6 m., five (5) days per week, Monday Univac as proprietary and the information therein are the property
thIIIIIIIIIlh Friday, excluding holidays. In addition, the term "Prin- of,and are proprietary to,Sperry Univac.The Customer shall keep
cip Period of Maintenance" shall be deemed to include any confidential and protect the contents of such Programming Aids
agreed period of scheduled extended maintenance service avail- and Documentation and all parts thereof from unauthorized dis-
ability, closure. The Customer shall not copy in whole or in part such
(c) For such Equipment as is designated as Group (A) in the Programming Aids or Documentation in any visual or machine
Equipment Schedule, Sperry UnivaC upon thirty (30) days prior readable form, except to the extent that such copying is neces-
written request by the Customer, will extend the period of sary for the process of correcting, generating or modifying Pro-
scheduled on-call maintenance availability. The periods Included gramming Aids or Documentation for Customer's own use.
In any such extended period of maintenance shall be consecutive, Customer agrees that it will not sell, disclose or otherwise
of uniform duration and shall immediately precede and/or follow make such Programming Aids or Documentation available to
the Principal Period of Maintenance as scheduled for the same others.
day. Additional charges and other terms applicable to the ex- (d) The Customer may modify or adapt any Programming Aid
or Documentation for Its own use and at its own expense to meet shall be free from defects in material and workmanship.
Its specific requirements. However, the conditions and charges (b) Sperry Univac further warrants that, under normal use and
In respect to Sperry Univac support, if any, of such modifications service, the Equipment shall remain In satisfactory operating
or adaptations shall be subject to agreement between the parties, condition.
Any portion of the Programming Aids or Documentation Included (c) Sperry Univac's solo and exclusive liability under these '
In such modification or adaptation shall be subject to the same warranties shall be that Sperry Univac, at Its option, shall ad-
conditions and limitations as have been designated herein for the just, repair or replace, as promptly as is possible, the defective
original Programming Aids or Documentation, parts or units of Equipment claimed to cause unsatisfactory
(e) Sperry Univac shall advise the Customer in respect to the operation of the Equipment, subject to the conditions and charges
appropriate use of the Programming Aids in Customer's opera- described In Section 6. Sperry Univac shall assume the costs of
ti however, the Customer assumes responsibility for the the replacing parts or units and their installation.
sision, management and control of its use of the Pro- (d) Sperry Univac's warranties with respect to any unit of
Pr Ing Aids,Documentation,modifications and updates thereto Equipment or services furnished hereunder shall extend only to
including but not limited to: (1) assuring proper machine con- the Customer and may not he altered or extended except by an
figuration, program Installation, audit controls and operating instrument in writing as provided in Section 18 (e).
methods; (2) implementing sufficient procedures and checkpoints
to satisfy Its requirements for security and accuracy for input 12,ALTERATIONS AND ATTACHMENTS
and output as well as restart and recovery in the event of mal- (a) The Customer may, with the prior written consent of Sperry
function; (3) accomplishing the productive utilization of the Pro- Univac use non-Sperry Univac attachments, features, or de-
gramming Aids in the processing of the Customer's work. vices on or with the Equipment and may make alterations to the
(f) "Program Products" shall mean the proprietary prograins, Equipment. Such consent shall not be unreasonably withheld.
routines, sub-routines and related items which Sperry Univac Such alterations or attachments shall be removed by the Customer
has announced or may announce for the Equipment while this immediately prior to cancellation or termination. After can-
Agreement is in effect, for lease to Customers at separately cellation or termination Sperry Univac will restore the Equip-
stated charges, if the Customer elects to order Program Pro- ment to its original condition and configuration excluding ordinary
ducts, they shall be offered to the Customer, subject to avail- wear and tear and charge the cost of restoration to the Customer.
ability, on the basis of the separately stated charges and Sperry (b) When such alterations or attachments are made by the
Univac's standard contractual provisions applicable thereto. Customer or its contractors or authorized agents: (1) The Cus-
tomer shall be responsible for damage to the Equipment caused
9. PROGRAMMING AIDS at no additional charge, while by or resulting directly or indirectly from such alterations or
( y 9 attachments; (2) Sperry Univac shall not be held responsible for
this Agreement is in effect, such updates to Programming Aids defects in Programming Aids or Documentation provided such
as Sperry Univac: (1) has announced or may announce for the defects are caused by or result directly or indirectly from such
Programming Aids and the Equipment; and (2) furnishes to other alterations or attachments; (3) Sperry Univac will not be liable
customers for their general use at no additional charge. for any performance degradation of the Equipment caused by or
(b) If the Customer requests modifications to Programming Aids resulting directly or indirectly from such alterations or attach-
or to updates thereof, the conditions and charges appropriate to ments; (4) Sperry Univac will not be responsible for the proper
the modifications shall be subject to agreement between the parties. or efficient operation of, or the cost or effort to modify, any
(c) Sperry Univac shall provide a correction service, at no ad- Programming Aids or Documentation affected directly or In-
ditional cost to the Customer, for any significant error, mal- directly by such alterations or attachments; (5) Sperry Univac
function, or defect, if any, in the current unaltered version of the will not be responsible for maintenance of the alterations or
Programming Aids which the Customer shall bring to Sperry attachments; (6) The Customer shall pay Sperry Univac for any
Un' attention. All such corrections shall be made in actor- increase in the cost or effort related to maintenance service for
da ANWith Sperry Univac's then current Programming Aid cor- the Equipment caused by or resulting directly or indirectly from
recta procedures. such alterations or attachments; (7) Sperry Univac shall not be
(d) Sperry Univac does not guarantee the effectiveness of efforts responsible for any injury to persons or damage to property,
undertaken pursuant to Section 9(c) and does not represent or real or personal, caused by or resulting directly or indirectly
warrant that all errors will be corrected. from such alterations or attachments.
(e) When Sperry Univac performs services pursuant to this Agree-
ment which require the use of the Customer's computer system, 13. PURCHASE OPTION
the Customer agrees to make it available at reasonable times (a) The Customer may, while this Agreement remains in effect,
and for reasonable time increments and in no event will the purchase all or selected units of the Equipment, provided that
Customer charge Sperry Univac for such system use. all charges due hereunder are paid at the time the Customer
exercises the option to purchase, at the Purchase Prices listed
10.CHARGES for each of the specified units in the Equipment Schedule minus
(a) The Customer shall pay the Monthly Rent and Base Monthly the lesser of credits calculated as follows: (1) 75% of the total of
Maintenance Charges, as well as all other charges provided in all Monthly Rent for such unit(s) paid under this Agreement; or
this Agreement within thirty (30) days after date of invoice. (2) nine months of the Monthly Rent for such unit(s).
(b) Monthly Rent and Base Monthly Maintenance Charges will (b) This option shall be exercised by the Customer's delivering
commence,as to each unit of Equipment,on the date such Equip- to Sperry Univac the then standard form of Agreement of Con-
ment is installed and ready for use as certified by Sperry Univac, version Sale duly executed by the Customer.
and will be invoiced monthly in advance. The charges do not (c) This Agreement shall terminate as to each unit so purchased
include, and the Customer assumes the cost of: (1) supplies; upon the effective date of such Agreement of Conversion Sale.
(2) painting or refinishing the Equipment; (3) movement of any
unit of Equipment or part thereof,and (4) repair of damage to the 14. EMERGENCY EQUIPMENT
Equipment, including replacement of parts, resulting from the Sperry Univac shall assist the Customer in obtaining use of Sperry
fault of the Customer or causes reasonably within the Customer's Univac equipment compatible with that used by the Customer to
control. meet emergency needs. The charge for such use, If any, shall
(c) The charges do not include any federal, state, county, local be as agreed between authorized representatives of the parties.
or other taxes howsoever designated whether levied or based
upon such charges, this Agreement, the Products or their use, 15. CANCELLATION AND REPOSSESSION
or any service or parts supplied hereunder. Any taxes or amounts (a) Either party may upon thirty (30) days prior written notice
in lieu thereof and interest thereon paid or payable at any time cancel any unit or units of Equipment after such unit has been
by Sperry Univac,exclusive of personal property taxes and taxes on rent for a period of ninety (90) days or at any time thereafter.
base net income,shall be borne by the Customer. This Agreement shall terminate upon cancellation of the last
(d) Iarges relative to any unit of Equipment are subject to unit of Equipment.
chanIJIFIby Sperry Univac, on thirty (30) days prior written notice (b) Sperry Univac may elect,without prejudice to any other rights
to the Customer effective at the end of ninety (90) days from the or remedies, to cancel this Agreement, and, with or without
date of commencement of such charges for each such unit of cancellation, repossess the Equipment: (1) if the Customer, upon
Equipment,and at any time thereafter. ten (10) days prior written notice, has failed to make payments
(e) When the Equipment is installed for a fraction of a calendar due hereunder or has failed to perform any other substantial
month,the charges for each day shall be computed at the rate of obligation to be performed by the Customer under this Agree-
1/30th of the monthly charges. ment;or(2)if a petition in Bankruptcy has been filed by or against
(f) The charges do not include transportation costs and the
Customer will pay all transportation, rigging and drayage the Customer, or the Customer has made an assignment for the charges upon the Equipment and packing case, both from and to for by the Customer.benefit of creditors, or a receiver has been appointed or applied
Sperry Univac's shipping or consignment points, or any such
charges resulting from any changes in location of the Equipment.
16. PATENT AND COPYRIGHT INDEMNIFICATION
(a) Sperry Univac shall, at its expense, defend any suit instituted
11.WARRANTY against the Customer and indemnify the Customer against any
(a) Sperry Univac warrants that the Equipment when installed award of damages and costs made against the Customer by a final
judgment of a Court of last resort based on the claim that any of USE, REVENUE OR PROFIT; (2) ANY CLAIM, DEMAND OR
the Products furnished by Sperry Univac under this Agreement ACTION AGAINST THE CUSTOMER BY ANY THIRD PARTY
constitutes an Infringement of any patent or copyright of the EXCEPT AS MAY BE PROVIDED FOR iN THE PATENT AND
United States;provided the Customer gives Sperry Univac immed- COPYRIGHT INDEMNIFICATION PROVISIONS OF THIS AGREE-
late notice in writing, permits Sperry Univac to defend the suit MENT.,
and gives Sperry Univac all available information, assistance and
authority to do so. Sperry Univac shall control the defense of any
such suit, Including appeals, and all negotiations to effect settle- 16. GENERAL PROVISIONS
ment. If any of the Products furnished hereunder Is In any such (a) Title io the Programming Aids and related Documentation
suit held to constitute infringement and Its use Is enjoined, Sperry designated by Sperry Univac as proprietary and the Equip-
Univac shall, at its election and expense: (1) procure for the ment shall remain with Sperry Univac. All Equipment, devices,
Customer the right to continue using such Product;or (2) replace accessories and Programming Aids and related Documentation
or modify the same so that it becomes non-infringing;or(3)remove designated by Sperry Univac as proprietary and updates thereto,
any Sperry Univac owned Products and cancel such Product and furnished byy Sperry Univac, except for those units of Equipment
any future charges or royalties pertaining thereto. purchased by the Customer, shall accompany the unpurchased
(b) ry Univac shall,however,have no liability to the Customer Equipment when returned to Sperry Univac. During the period
!Ind Section l6it anypatentorcopyrightinfringementisbased the Equipment is in transit or in the possession of the Customer,
upo arises out of; (1) compliance with designs, plans, or Sperry Univac and Its insurers, if any, shall relieve the Cus-
speciflcetlons furnished by or on behalf of the Customer as to the tomer of responsibility, for risks of loss or damage to the
Products; (2) alterations of the Products by the Customer; (3) Equipment except for loss or damage caused by the Customer's
failure of the Customer to use updated Products provided by negligence.
Sperry Univac for avoiding infringement; (4) use of Products in (b) Neither party shall be liable or deemed to be in default for
combination with apparatus or devices not delivered by Sperry any delay or failure in performance under this Agreement or
Univac; (5) use of Products In a manner for which the same was interruption of service resulting directly or indirectly from acts
neither designed nor contemplated; or (6) a patent or copyright of God, civil or military authority, acts of public enemy, war,
In which the Customer or any affiliate or subsidiary of the riots, civil disturbances, Insurrections, accidents, fire, explosions,
Customer has any direct or indirect interest by license or other- earthquakes, floods, the elements, strikes, labor disputes,
wise. shortages of suitable parts, materials, labor or transportation,
(c) The foregoing states the entire liability of Sperry Univac for, or any other causes beyond the reasonable control of such
or resulting from, patent or copyright Infringement or claim party.
thereof. (c) The Customer shall not assign or otherwise transfer Its
rights or obligations under this Agreement, except with the
17. LIMITATION OF LIABILITY written consent of Sperry Univac and any prohibited assignment
(a) EXCEPT AS HEREIN EXPRESSLY STATED, THERE ARE shall be null and void. Sperry Univac shall have the right to
No WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION assign all or kart of the payments under this Agreement, or
OF LAW OR OTHERWISE, OF THE PRODUCTS LEASED OR to sell the Equlpment,subject to the Customer's rights hereunder.
SERVICES FURNISHED HEREUNDER. SPERRY UNIVAC DIS- (d) This Agreement shall be governed by the local laws of the
CLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY Commonwealth of Pennsylvania.
OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT (e) This Agreement constitutes the entire agreement between
SHALL SPERRY UNIVAC BE LIABLE FOR ANY INCIDENTAL, the parties with respect to the subject matter hereof and shall
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN supersede all previous proposals, both oral and written, negotia-
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT tions, representations, commitments, writings, agreements, and
OR THE EXISTENCE, FURNISHING, FUNCTIONING OR THE all other communications between the parties. It may not be
CUSTOMER'S USE OF ANY ITEM OR PRODUCTS OR SEA- released, discharged, changed or modified except by an in-
VICES PROVIDED FOR IN THIS AGREEMENT. THE CUS- strument in writing signed by a duly authorized representative
TOMER'S SOLE AND EXCLUSIVE REMEDY FOR LIABILITY of each of the parties. The terms of this Agreement shall pre-
OF ANY KIND, INCLUDING NEGLIGENCE WITH RESPECT vail notwithstanding any variances with the terms and con-
TO THE PRODUCTS AND SERVICES FURNISHED HEREUNDER, ditions of any order submitted by the Customer.
SHAM BE LIMITED TO THE REMEDIES PROVIDED IN (f) No action, regardless of form, arising out of transactions
S NS 9,11(c)AND 16 OF THIS AGREEMENT. occuring under or contemplated under tliis Agreement may be
(t)) E CUSTOMER FURTHER AGREES THAT SPERRY brought by either party more than two (2) years after the cause
UNIVAC SHALL NOT BE LIABLE FOR: (1) ANY LOSS OF of action has accrued.
ACCEPTANCE
SPERRY UNIVAC CUSTOMER ACCEPTANCE BY
DIVII&OF SPERRY RAND CORPORATION (TYPX NAME)
ACCEPTANCE 8Y X
SIGNATURE DA SI G14ATU DATE
/ /
J. A. MERKM Tit L
TITLE A.
CENM OPERATIOKS
SEP 141978
--a :1Er-zRy__JrUNIVAC ONE YEAR AND CONTINUING RENTAL
AND SERVICE AGREEMENT
GROUP D EQUIPMENT
u City of Jefferson
s
T
L R City Hall
M
E ,
Jefferson City, Missouri 65101
1 ITO BE COMPLETED IF 011 HER THAN ABOVE)
N
s
T A
A T AOR[KMKNT NUM69R
L
L
E
Sperry Rand Corporation, acting through its Sperry Univac Division (hereinafter called "Sperry Univac"), upon its acceptance here-
of by means of signature in the Acceptance block of this Agreement, shall rent to the Customer, subject to the Terms and Conditions
hereinafter stated, certain Products, consisting of the Equipment listed below to be installed at the above address or such other
locations as may be specified herein together with Documentation, Training and Technical Services and shall furnish Maintenance
Service with respect to the Equipment.
EQUIPMENT SCHEDULE
ITEM TYPE NO.O► MAINTLNANHLY MONTHLY
NO- NUMBER DESCRIPTION UNIT• PURCHA{E PRICK CHARGE RENT
01 642-9 ) Display Terminal 01 3850 48 96
02 F1844-0 Alpha/Numeric Keyboard 01 490 2 19
03 F1245-01 Synch Interface 01 470 5 11
04 C1468-0 Modem Interface 01 NC NC NC
05 C2045-03 24 x 80 Format 01 NC NC NC
TOTALS NO- 4810 55 126
FROM TO
PRINCIPAL PERIOD OF
MAINTENANCE 0800 1700
,�Iwr�o
.'DI—ftioe REV. 4-77
;t
Y';
M
1
1
j
1,
t
•
EPTANCE
RY U VAC DIVISION OF$PERRY RAND CORPORATION CUSTOMER ACCEPTANCE BY
EPT EY (TYPE NAMt) (r�PC NANt)
f} UII[ OATL fljK>1T� DATE
TIT TIT
i
U NlVAC SHORT TERM RENTAL AND
SERVICE AGREEMENT
c
City of Jefferson
S GROUP A & B EQUIPMENT
T
o City Hall
M
E
R Jefferson city. , Missouri 65101
ITCk BE COMPLETED IF OTHER THAN ABOVE)
I
T
LL T AGREiMWNT NUMBER
E
D
Sperry Rand Corporation, acting through its Sperry Univac Division (hereinafter called "Sperry Univac"), upon its acceptance
hereof by means of signature in the Acceptance block of this Agreement,shall rent to the Customer,subject to the Terms and Con-
ditions hereinafter stated, certain Products, consisting of the Equipment listed below to be installed at the above address, to-
gether with Documentation, Programming Aids, Training and Technical Services and shall furnish Maintenance Service with
respect to the Equipment.
EQUIPMENT SCHEDULE
ITEM NO.OF PURCHASE OAS& MONTHLY MONTHLY
NO. TYPE NUMBER GROUP DESCRIPTION UNITS PRICE MAINT[N RENT
CNARGE
01 F06-00 A Synch Line Adapter 01 760 7 19
02 C190200 A Modem Interface 01 NC NC NC
TOTALS 760 7 19
MAINTENANCE SERVICE FROM TO
1. PRINCIPAL PERIOD OF MAINTENANCE 0800 1700
2. OPTIONAL SCHEDULED EXTENDED PPM
(GROUP A EQUIPMENT)
ADDITIONAL MONTHLY CHARGE FOR EXTENDED PPM s
y �I�IN►GO
1-1677 REV. 4.77 IN
Y�♦
C
judgment of a Court of last resort based on the claim that any of USE, REVENUE OR PROFIT; (2 ANY CLAIM, DEMAND OR
the Products furnished by Sperry Univac under this Agreement ACTION AGAINST THE CUSTOMER BY ANY THIRD PARTY
constitutes an infringement of any patent or copyright of the EXCEPT AS MAY BE PROVIDED FOR IN THE PATENT AND
United States;provided the Customer gives Sperry Univac Immed- COPYRIGHT INDEMNIFICATION PROVISIONS OF THIS AGREE-
late notice in writing, permits Sperry Univac to defend the suit MENT..
and gives Sperry Univac all available information, assistance and
authority to do so. Sperry Univac shall control the defense of any 1e, GENERAL PROVISIONS
such suit, including appeals, and all negotiations to effect settle-
ment. If any of the Products furnished hereunder Is In any such (a) Title to the Programming Aids and related Documentation
suit held to constitute Infringement and Its use is enjoined, Sperry designated by Sperry Univac as proprietary and the Equip-
Univac shall, at its election and expense: (1) procure for the ment shall remain with Sperry Univac. All Equipment, devices,
Customer the right to continue using such Prodduct;or, (2) replace accessories and Programming Aids and related Documentation
or modify the some so that It becomes non-infringing;or(3)remove deal naled by Sperry Univac as proprietary and updates thereto,
any Sperry Univac owned Products and cancel such Product and furnished by Sperry Univac, except for those units of Equipment
any if 6r, charges or royalties pertaining thereto. purchased by the Customer, shall accompany the unpurchased
(b) y Univac shell,however,have no liability to the Customer Equipment when returned to Sperry Univac. During the period
and Section 16 if any patentor copyright infringementisbased the Equipment is in transit or in the possession of the Customer,
upon or arises out of: (1) compliance with designs, plans, or Sperry Univac and it's insurers, if any, shall relieve the Cus-
specifications furnished by or on behalf of the Customer as to the tomer of responsibility, for risks of loss or damage to the
Products; (2) alterations of the Products by the Customer; (3) Equipment except for loss or damage caused by the Customer's
failure of the Customer to use updated Products provided by negligence.
Sperry Univac for avoiding infringement; (4) use of Products In (b) Neither party shall be liable or deemed to be in default for
combination with apparatus or devices not delivered by Sperry any delay or failure in performance under this Agreement or
Univac; (5) use of Products In a manner for which the same was interruption of service resulting directly or indirectly from acts
neither designed nor contemplated; or (6) a patent or copyright of God, civil or military authority, acts of public enemy, war,
In which the Customer or any affiliate or subsidiary of the riots, civil disturbances, insurrections, accidents, fire, explosions,
Customer has any direct or indirect interest by license or other- earthquakes, floods, the elements, strikes, labor disputes,
wise shortages of suitable parts, materials, labor or transportation,
(c) The foregoing states the entire liability of Sperry Univac for, or any other causes beyond the reasonable control of such
or resulting from, patent or copyright Infringement or claim parry
thereof. (c) The Customer shall not assign or otherwise transfer its
rights or obligations under this Agreement, except with the
17. LIMITATION OF LIABILITY . written consent of Sperry Univac and any prohibited assignment
(a) EXCEPT AS HEREIN EXPRESSLY STATED, THERE ARE shall be null and void. Sperry Univac shall have the right to
NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION assign all or part of the payments under this Agreement, or
OF LAW OR OTHERWISE, OF THE PRODUCTS LEASED OR to sell the Equ pment,subject to the Customer's rights hereunder.
SERVICES FURNISHED HEREUNDER. SPERRY UNIVAC DIS- (d) This Agreement shall be governed by the local laws of the
CLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY CCommonwealth of Pennsylvania.
OR FITNESS FOR PARTICULAR PURPOSE. IN NO EVENT (e) This Agreement constitutes the entire agreement between
SHALL SPERRY UNIVAC BE LIABLE FOR ANY INCIDENTAL, the parties with respect to the subject matter hereof and shall
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES IN supersede all previous proposals, both oral and written, negotia-
CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT tions, representations, commitments, writings, agreements, and
OR THE EXISTENCE, FURNISHING, FUNCTIONING OR THE all other communications between the parties. It may not be
CUSTOMER'S USE OF ANY ITEM OR PRODUCTS OR SER- released, discharged, changed or modified except by an in-
VICES PROVIDED FOR IN THIS AGREEMENT. THE CUS- strument in writing signed by a duly authorized representative
TOMER'S SOLE AND EXCLUSIVE REMEDY FOR LIABILITY of each of the parties. The terms of this Agreement shall pre-
OF ANY KIND, INCLUDING NEGLIGENCE WITH RESPECT vail notwithstanding any variances with the terms and con-
TORODUCTS AND SERVICES FURNISHED HEREUNDER ditions of any order submitted by the Customer.
SH E LIMITED TO THE REMEDIES PROVIDED IQ (f) No action, regardless of form, arising out of transactions
SECWMS 9,11(c)AND 16 OF THIS AGREEMENT. occuring under or contemplated under this Agreement may be
UNIVAC SHALL NOT BE LIAR E FOR AGREES) ANY SPERRY of action has iaccrued party more than two (2) years after the cause
EPTANCE
RRY UNIVAC CUSTOAIER ACCEPTANCE BY
S)ONOPERRY RAND CORPORATION 4TYPE NAME)
At, PTANCE BY ITYrE NAME)
III TUNE DATE CAI GNA Vft DA11
T,T