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HomeMy WebLinkAboutContracts & Agreements_10A-1966EA. 11 Leii-:: A I NCR 500 SERIES ELECTRONIC DATA PROCESSING SYSTEM rci! 17 The National Cash Register Company, hereinafter called "NCR," hereby agrees to furnish to C __ City of Redlandsrn_ Name located at-_-.City._iall,__ Redlands,. Address hereinafter called the "User," and the User hereby agrees to accept from NCR the vise and service of one (1) NCR 500 Electronic Data Processing System, hereinafter called the "System," upon the following terms and conditions: 1. COMPONENTS AND BASIC MONTHLY RENTAL The System shall consist of the following cnmpone•nts and the Basic Monthly Mental shall he as specified below: MODEL NO. COMPONENT �... � ---- NO----� OF UNITS UNIT PRICE TOTAL I 517-1 Central Processor (200 wds) 1 385.00 385.00� .Additional 200 Words 1 50.00 50.00 Alpha from Console 1 25.00 25,00 Magnetic Ledger 1 130.00 130.00 590-1 Console (Magnetic Ledger) 1 250.00 250.00 BASIC MONTHLY RENTAL $8.4-G—o SKATE TAX ( 3%) _ 25-. 2D CASH WITH ORDER __—.___ __ n CITY [I COUNTY TAX ( 11, FREIGHT CHARGE $_ la Q BASIC MONTHLY RRNTAL PLUS 'TAXES 4B7-3.. 60 F-7422 B21"rT NCR jaNO EFFECT ON PRIWIMIS ORDER t,� Al- I:I'.E'CTS PRE:\' 0U. C RDYR 4 �.A. NCR R. NO. tf J.. /0 In the event NCR makes a general redaction in tire. Basic Monthly Rental of the NCR 500 System lrerein specified, the above mentioned Basic Monthly Rcntai shall he reduced, to the extent applirdrle beginning thc• first calendar month following such recfuctiorr. I'he B:rsic R4ontlrly l:r alai may he increased by NCR, to NCR's then currtzra rates, at any time after the expiration of the initial term of this agrecnra•nt provided NCR gives the User at ]east ninety (90) days written notice of such increase. Rental changes shall begin on the date NCR certifies to the that the S1'sh'tn has been deliver-rd anc€ instilled and is ready for use, or 30 clays after delivery, whichever is later. 2. TERM k` The initial term of this agreement shall be for a period of — ____ years) from tr i, the elate rental char ges commence hereunder and shall continue thereafter until terminated by the User or NCR. Either party may terminate this agreement at the end of the initial terra or at the end of any calendar month thereafter, provided written notice of such termination is given to the other party at least ninety (90) days in advance. is 3. USE OF SYSTEM (a) Basic 176 Hours The Basic Monthly Rental entitles the User to (1) the operational use of the System for a total of 176 hours during each Calendar month (such operational ttse hereinafter sornetinres referred to as the „basic 176 hours") :in([ (2) service during the basic- 176 hours provided such service is between 8:00 A.M. to 12:00 ridnight, Sundays and holidays excluded. Service required during the basic 176 hours between 12:00 mid- night and 8:00 A.M. and anytime on Sundays and holidays shall be subject to NCR's established hourly Maintenance Rates. Time during which the Central Processor is operating under program control shall he construed as operational use of the System. Such time slrall he ascertained from a lime clock attached to the Central Processor. Time required for maintenance, except when due to the negligence of the User, shall not be construed as operational use time. Tinrc required to re -run programs when the necessity for re -run is due to machine failure or machine error, except when due to the negligence of the User, shall not be construed as operational use provided the User has established a reasonable number of check points to detect such error or failure. "Service" shall include replacement parts, the use of NCR's test equipment and pre- ventive and remedial maintenance personnel. (b) Used More Than 176 Hours In Any Calendar Month The use of the System in excess of the basic 176 hours during any calendar month or in excess of the basic hours of operational use permitted during a fractional part of :i q month, as hereinafter provided, shall be subject to the additional rental of 3014, of the applicable hourly rate for the System. Tho applic•abic hourly rats• shall he construed as 1 / 176th of the basic monthly rental. Ifours of use in excess of the basic 176 hours shall be computed to the nearest one-half hour. Such additional rental includes service pro- vided such service is between 8:00 A.M. and 12:00 midnight, Sundays and holidays excluded. Service required between 12:00 midnight and 8:00 A.M. and anytime on Sundays and holidays, shall be subject to NCR's established maintenance rates. (c) Preventive Maintenance The User shall make the System available to NCR at lrruttta]ly convenient scheduled times for the purpose of perforating preventive maintenance. 4. SUPPLIES Monthly rental charges do not include payment for supplies. NCR agrees to sell to User at NCR's then current established prices and upon NCR's regular invoice terms, supplies required for use on the System. Supplies used by User must conform to NCR's Specifications. 5. PAYMENT The Basic Monthly Rental and any additional use charges shall be billed on a calen- dar month basis. The Basic Monthly Rental shall be billed monthly in advance and any additional use and service charges shall be billed monthly as accrued. Basic Monthly Rental charges for fractional parts of a calendar month shall be computed at the rate of 1 /30th of the monthly charge for each day of such fractional part of the calendar month and the basic hours of operational use permitted shall be computed at the rate of right (8) hours for each working day in such fractional part of the month. 6. TRANSPORTATION CHARGES NCR shall invoice User and the User shall pay a transportation charge on all ship- ments to the place of use plus the actual cost to NCR of rigging and drayage at the place of use. NCR shall make available to the User, at the User's request, NCR's standard transportation charges which are the same for all NCR 500 Series Users within each zone established by NCR and are based on NCR's average costs for transportation to such zones. Upon return of the equipment to NCR, the User shall pay NCR's then effective transportation charge plus actual costs for rigging and drayage at the place of use, NCR shall provide transit insurance. All shipments shall he made in accordance with specifications of NCR. 7. SITE PREPARATION 8. CABLES The User shall furnish prior to delivery of the System and at its own expense, ade- quate space, air conditioning, humidity control and regulated electrical power in accordance with specifications of NCR. NCR shall advise User in planning and laying out the site and shall supply User with specifications for the site in ample time to permit User to have the site prepared prior to delivery of the System. The User shall provide at the site adequate and suitable working facilities and space for maintenance personnel. NCR shall provide one set of Standard length cables for the immediate computer area. If the User requires cables in excess of NCR's standard length, NCR shall pro- vide same provided however that the cost of such cables in excess of the standard length shall be at the User's expense. The length of all cables shall conform to NCR's specifications. s. RISK OF LOSS NCR shall assume all risks of physical loss or damage to the System during the term hereof because of the elements, fire, explosion, theft, attempted theft or other cause, with the exception of the wilful or wanton misconduct of the User, its agents, servants or employees. In the event of such loss or damage not due to the wilful or wanton mis- conduct of the User, its agents, servants or employees, the User's liability for further rent shall be abated during the time necessary for NCR to repair or replace the System and the term of this agreement shall be extended for a like period. -3- 10. LIABILITY FOR INJURY Olt DAMAGE M i NCR sliall not be liable for any clairn, demand, action, cause of action, liability or darnagcs arising out of injury to the person or damage to the property of (1) the User, (2) employees of the User, (3) persons designated by the User for training, or (4) or any other person, other than agents or employees of NCR, designated by the User for any purpose, prior to or subsequent to acceptance, delivery, installation and use of the System either at NCR's site or at the User's place of business, provided that any said claim, demand, action, cause of action, liability or damage arises out of, or in connec- tion with, use of the System and is not caused by NCR's negligence. In the event NCR should be negligent with respect to the System, its liability therefor shall be limited to damages of which NCR's negligence is the proximate cause. 11. FEDERAL EXCISE TAXES The monthly rental does not include any provision for the Federal Manufacturer's Excise Tax imposed upon the sale or rental of business machines, and in the event the Internal Revenue Service by appropriate ruling determines or it is otherwise deter- mined that all or any part of the components ]eased hereunder are subject to such tax, the monthly rental paid, or to be paid hereunder, shall be appropriately adjusted to permit NCR to recoup any such tax which may be levied against NCR upon rentals received. 12. STATE SALES, PROPERTY, USE AND GROSS RECEIPTS TAXES NCR, as the legal owner, shall pay all personal property taxes levied on the System: however, the rentals hereinabove specified are without consideration of any sales, use or gross receipts taxes imposed on the rentals or use unless otherwise specified. ]it the event the monthly rental is increased because of excise, sales, use or gross receipts taxes, such increase shall not be added to the Basic Monthly Rental when computing the charge for extra shifts of usage and service. 13. ASSIGNMENT The User shall not assign or otherwise transfer this agreement, transfer or sublet the System or components thereof, or permit its removal from the premises where origi- nally delivered and installed without the written approval of NCR; provided, how- ever, that nothing herein contained shall prohibit the User from using the System to perform services for its customers. 14. MODIFICATIONS AND ALTERATIONS The User shall not make any modifications or changes to the System or any com- ponent thereof without the prior written approval of NCR. NCR agrees to make available any new components developed for the 500 System at the then current price of the new components, provided the components are compatible with the User's System, 15. GENERAL PROVISIONS (a) If the rentals due hereunder shall be in default thirty (30) days after payment is due, or if a petition in bankruptcy shall be filed by the User, or if the User shall be adjudged a bankrupt or insolvent by any court, or if a receiver or trustee in bank- ruptcy or a recciver of the property of the User shall be appointed in any suit or pro- ceeding brought by or against the User, or if the User shall make an assignment for the benefit of creditors, or if this agreement shall by operation of law pass to any per- son other than the User, or if the User shall assign or otherwise transfer this agree- ment, transfer or sublet the System or components thereof, or permit its removal from the premises where originally installed without the written approval of NCR, then, and in each and every instance, if such shall continue for fifteen (15) days after written notice thereof by NCR to the User, NCR, without prejudicing its right to elect any other remedy to which it may be entitled, may elect to terminate this agree- ment by giving written notice to the User, and shall have the right to immediate posses- sion and removal of the System and components thereof, and the term hereby granted shall cease, determine and come to an end. The title to the System and components thereof shall remain in NCR during the term of this agreement and thereafter. (b) In the event of the termination of this agreement during the initial term resulting from default by the User, pursuant to (a) above or otherwise, the User shall pay NCR, in addition to the rettirn transportation charges, past due rentals and any other charges due and payable at the time of such termination, liquidated damages in an amount determined by adding the amount of rental specified in this agreement from the date of termination to the end of the initial term. (c) All drawings, diagrams, specifications and other material furnished by NCR and relating to the use and service of the System, including the information contained therein, shall remain the property of NCR and may not be reproduced or distributed in any way except with the written permission of NCR. The User further agrees to receive in confidence all information relative to the design details, operating charac- teristics and/or coding systems supplied directly or indirectly by NCR; provided that if the User shall use reasonable effort to maintain such confidence, consistent with the effort which it employs with respect to preservation of its own confidential informa- tion, or if such confidential information is discloses[ pursuant to judicial or govern- mental action, the User shall not be liable for any disclosures nevertheless resulting. It is agreed that this restriction shall not apply to any information that may be estab- lished to be in the public domain. (d) Any notice or communication given or required to be given under this agreement shall be in writing to the other party at the address stated below or at the last changed address given by the party to be notified as hereinafter specified. to the User: to NCR: The City of Redlands The National Cash Register Company address: 742 W. Highland Avenue S„B - Local Branch Office Attn: J.E. Howard, Mgr® Branch Manager Either party may, at any time, change its address for the above purpose by mailing, as aforesaid, a notice stating the change and setting forth the new address. (e) The entire agrecinent between the parties with respect to the subject matter hereof is contained in this agreement and no representations or warranties, whether of merchantability, fitness or otherwise and whether express or implied except when made in writing Iry a duly authorized officer of NCP, shall he derrru•d to he part of this agreement, nor shall this agreement be deemed or construed to be modified, amended, rescinded, cancelled or waived in whole or in part, except by a duly exe- cuted written agreement of the parties hereto or their lawful successors. (f) In the event that any one or more of the provisions contained in this agreement shall for any reason be held to be unenforceable in any respect under the laws of any State, or of the United States of America, such unenforceability shall not affect any other provisions of this agreement, but this agreement shall be construed as if such unenforceable provision had never been contained herein, All questions of enforce- ability and interpretation which may arise under this agreement shall be determined by the laws of the State of Ohio. (g) This lease is ineffective and no liability shall attach to either party until accept- ance by NCR in writing, notice of which is waived. Accepted this __ day of _ 19 The National Cash Register Company City of Redland5-0rnia ( User) Byr_ R. P. Merritt;, City Manager �: