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HomeMy WebLinkAboutResolution - 062669G - Rental & Service Agreement - MAI Equipment Corporation - 06_26_1969'If Ad: RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock BE and is hereby authorized and directe execute for and on behalf of the City of Lubbock a RENTAL AND SERVICE GREEMENT with MAI Equipment Corporation attached herewith which shall be pread upon the minutes of the Council and as spread upon the minutes of this ;ouncil shall constitute and be a part of this Resolution as if fully copied herein in assed by the City Council this 26th day o: TTEST : Lowe, City Secretary -Treasurer %,/ U . .— red O. Senter, Jr., C' y ttorney 10 F . MAI EQUIPMENT CORPORATION AGREEMENT Q MAI BUILDING FOR RENTAL AND SERVICE 300 EAST 44TH STREET OF MAI MACHINES NEW YORK, NEW YORK 10017 MAI BRANCH OFFICE ADDRESS: 1317 AVENUE L Branch Office No. 443 LUBBOCK, TEXAS Customer No. 7522-01 Agreement No. AGREEMENT DATED as of the day of , 196 between MAI EQUIPMENT CORPORATION ("MAI"), having its principal place of business at 300 East 44th Street, New York, New York 10017 and CITY OF LUBBOCK (Customer's Full Legal Name) 916 TEXAS AVENUE, LUBBOCK, TEXAS (Address —Street, City, State) MAI, by its acceptance hereof, agrees, in accordance with this agreement, to lease to the Customer the equip- ment listed below and to service such equipment. Type Item and Equipment Description Monthly Rental Charge No: Model' (Including Features) Quantity Per Unit Per item 1 2301-01 Magnetic Disk Unit 3 $500.00 $1500.00 TOTAL MONTHLY RENTAL CHARGE S 1500.00 (including Subtotals from Continuation Sheet(s), if any) !The model and specifications of any machine may be changed by agreement between MAI and the Customer. THE ADDITIONAL TERMS AND CONDITIONS ON THE REVERSE HEREOF AND ON THE FOLLOWING PAGES ARE IN- CORPORATED IN AND MADE A PART OF THIS AGREEMENT. (COMPLETE ONLY IF APPLICABLE) LOCATION OF INSTALLATION: ATTACHED HERETO ARE CONTINUATION SHEETS CONSISTING -OF PAGE(S) ACCEPTED BY: MAI EQUIPMENT CORPORATION By Officer's Title Date MS 6.47A 5M 2-69 (If equipment is to be located at more than one location, use separate continuation sheet or separate agreement for each additional location.) for Ap4..1,d ACCEPTED BY: tyAtt.� By Date le t 1. -Term of Agreement Any item of equipment made subject to this agreement shall have an initial term of one (1) year from the effective date for such item. Either party may terminate an item of equipment at the end of such initial term, provided one (1) month's prior written notice is received, otherwise such item shall remain subject hereto. Thereafter, an item of equipment may be terminated provided at least one (1) month's prior written notice is received. The effective date of an item of equipment shall be the date an item is installed ready for use. Each item of equipment shall be supplied for rental when available. • 2. Monthly Charges The monthly rental charge for each item commences on the effective date for such item. If this agreement is effective with respect to any item for less than a full calendar month, the charge for each day for such item shall be computed at the rate of I /30th of the monthly rental charge. The monthly rental charge for each item leased hereunder is based upon unlimited time usage by the Customer. No item of equip- ment leased hereunder shall be used by any person other than the Customer unless such other person agrees that such use is subject to the terms of this agreement set forth under the caption "Warranty". Monthly charges will be invoiced as of the first of each month. Payment shall be made in full within thirty (30) days after the date of invoice. ` The charges shown above in this agreement are those currently in effect. All monthly rental charges payable under this agreement are subject to change by MAI upon three (3) months' notice. If the monthly charge is changed for any item of equipment,' he Cus- tomer may discontinue such item or terminate this agreement on the effective date of such change by delivering one (1) mon.'i's prior written notice, otherwise, the new charge shall become effective. There shall be added to the charges due hereunder amounts equal to any taxes, however designated, levied or based on such charges or on this agreement or the equipment or its use, including state and local privilege or excise taxes based on gross revenue, and any taxes or amounts in lieu thereof paid or payable by MAI in respect of the foregoing, exclusive, however, of personal property taxes as- sessed on the equipment and taxes based on net income. 3. Additional or Replacement Equipment Equipment, in addition to any leased hereunder or to replace any the Customer may have in use, will be furnished to the Customer under this agreement, if available, at MAI's schedule of charges in effect on the date such equipment is installed ready of use. MAI may furnish an item of the same type and model furnished as a mechanical replacement for any item leased hereunder at the same monthly rental charge as was in effect for the replaced item. Additional or non -mechanical replacement equipment to be leased hereunder shall be made subject to this agreement upon execu- tion by a duly authorized representative of the Customer, and acceptance thereof by MAI, of either (a) Customer's Purchase Order on MAI, (b) MAI's form of amendment or (c) a letter agreement. The Customer's Purchase Order, the MAI form of amendment or the letter agreement will state the location of thb installation, the type, model description and monthly rental charge for the equipment to be so leased and billing instructions, if any. 4. Supplies and Accessories Supplies and accessories including, if applicable, tapes and disks, used to operate the equipment are to meet International Business ky' UnAinoe ("TIM 'll erwri�ro4inna , 61 B. Maintenance MAI will be responsible for keeping the equipment in good working order and making all necessary adjustments, parts replacements and repairs. Service and maintenance will be furnished by such MAI branch office or other service location as MAI may designate. For this purpose, MAI shall have full and free access to the equipment during regular working hours. Service and maintenance will be fur- nished at no additional charge to the Customer, during the Customer's prime shift hours. The 'prime shift hours' shall be such period not to exceed any nine (9) consecutive hours between 8.00 A.M. and 6:00 P.M. on each day, Mondays through Fridays, except legal holidays, as shall be designated in writing by the Customer for each location or if no such designation is made, then 8:30 A.M. to 5:30 P.M., Mondays through Fridays, except legal holidays. Service and maintenance will be furnished, at the request of the Customer, at times other than the prime shift hours, and MAI shall charge the Customer therefor at MAI's terms and rates then in effect. During prime shift hours, travel expenses of MAI Customer Engineers beyond twenty (20) miles from the designated branch office or other designated service location shall be charged to the Customer. Travel expenses at times other than prime shift hours shall be charged in accordance with MAI's terms and rates then in effect. The Customer will furnish the required suitable electric current to operate the equipment and a suitable place of installation with all facilities, both as specified in MAI's Machine Description Manual. 6. Risk of Loss During the period the equipment is in transit or in the possession of the Customer, MAI and its insurer, if any, each relieves the Cus- tomer of responsibility for all risk of loss or damage to the equipment except for the Customer's responsibility for loss or damage caused by nuclear reaction, nuclear radiation of radioactive contamination. MS 6.476 SM 2.69 -2- 7. Warranty MAI warrants that each item of equipment leased hereunder will be in good working order on the effective date for such item. MAI will make allnecessary adjustments, repairs and replacements necessary to maintain the equipment in good working order. All equip- ment is supplied and maintained subject to this warranty and MAI's obligation under this warranty is limited to repair or replacement of any parts or items of equipment when MAI determines that they do not conform to this warranty. The warranties contained in this agreement shall not apply (1) if the failure of any leased item to satisfy such warranty is due to accident, neglect, misuse, failure of electrical power, air conditioning, humidity control, transportation or causes other than ordinary use or (2) if any person other than an MAI Customer Engineer (or other person authorized by MAI), without MAI's consent, shall modify, adjust or repair such unit or perform any maintenance service on it. Such warranties are in lieu of all other warranties, express or implied, and of all obligations or liabilities on the part of MAI for earn - ages, including, but not limited to, consequential damages, arising out of or in connection with the use or performance of the equip- ment. 8. Alterations and Attachment No alterations in or attachments to the equipment may be made without prior written approval of MAI, which approval shall not be unreasonably withheld. If, after such written approval has been obtained, the alterations or attachments interfere with the normal and satisfactory operation or maintenance of any of the equipment in such manner as to increase substantially the cost of mainte- nance thereof, or create, a safety hazard, the Customer shall, upon notice from MAI to that effect, promptly remove the alteration or attachment and restore the equipment to its normal use. 9. Transportation Expense Except as hereinafter provided in this paragraph, all transportation, rigging and drayage charges ("transportation expo ises") in transporting the equipment shall be paid by the Customer. Where an item of equipment is installed as a mechanical replacement for an item leased hereunder, MAI shall pay all transportation expenses with respect to the installation of the item being installed as a me- chanical replacement and with respect to the removal of the item being replaced. Necessary packing cases for the return of the equip- ment and a representative to supervise the packing will be furnished by MAI without charge. The cost of labor for crating and uncrat- ing equipment, if any, is a Customer expense except when it is performed at an MAI plant or reconditioning location. 10. General The Customer agrees that the equipment may not be moved from the initial location or locations of installation (as set forth in this agreement) or transferred to a new location or locations without prior written permission from MAI, which permission shall not be un- reasonably withheld as to any item of equipment which is to be moved or transferred not sooner than thirty (30) days after receipt by MAI of prior written notice to any new location within a thirty (30) mile radius either of an MAI branch office or of any other loca- tion then designated by MAI as a service location. Either party may terminate this agreement for failure of the other to comply with any of its terms and conditions. The equipment shall remain the property of MAI and may be removed by MAI at any time after the termination of this agreement. - The Customer may not, without written consent from MAI, either assign this agreement or any rights of the Customer hereunder, or assign or sublet any item of equipment'leased hereunder. Any attempt of the Customer to effect such an assignment or sublease without such consent shall be void. The Customer agrees to comply with any instructions from MAI as to payment of the charges hereunder to a person other than MAI. Any notice or other communication given hereunder shall be in writing and mailed, if to MAI, to the address of MAI's branch office shown on this agreement and, if to the Customer, to the address of the Customer shown on this agreement or to such other address as such party shall have theretofore designated by notice in writing. Such notice or communication shall be deemed delivered when sent -postage prepaid (air mail if mailed more than 200 miles from the place of delivery), certified mail, return receipt requested. This agreement shall be governed by the laws of the State of New York and constitutes the entire agreement between MAI and the Customer with respect to the furnishing of MAI equipment and service. No provision of this agreement shall be deemed waived, amended or modified by either party unless such waiver, amendment or modification be in writing signed by the party against whom it is sought to enforce the waiver, amendment or modification. The foregoing terms and conditions shall prevail notwithstanding any variance with the terms and conditions of any order sub- ndtted by the Customer. MS 6-47C SM 2.69 — 3 — (MAI DISK UNITS) ADDENDUM TO AGREEMENT FOR RENTAL AND SERVICE OF MAI MACHINES, DATED AS OF THE DAY OF , 196 , BETWEEN MAI EQUIPMENT CORPORATION ("MAI") AND CITY OF LUBBOCK `'• (Customer's Full Legal Name) THE ABOVE -DESCRIBED AGREEMENT IS HEREBY AMENDED AS FOLLOWS: 1. The following provisions are hereby added immediately after the first paragraph under the caption "Warranty": "MAI hereby warrants as follows: FIRST, that each of the following types of MAI magnetic disk unit ("MAI Unit") is plug -to -plug interchangeable with a type and model of magnetic disk. unit manufactured by International Business Machines Corporation ("IBM Unit"), as follows: MAI Unit IBM Unit MAI 2301, Model I is interchangeable with IBM 2311, Model 1 MAI 2301, Model 11 is interchangeable with IBM 2311, Model I 1 SECOND, that each MAI Unit represented herein as being plug -to -plug interchangeable with a type and model of IBM Unit is com- patible with all IBM systems with which such IBM Unit is compatible; and THIRD, that each MAI Unit will perform operating functions in a manner equal to (or better than) an IBM Unit of the aforesaid type and model with which it is interchangeable. If the Customer believes that any MAI Unit leased hereunder is not performing in accordance with any warranty set forth above, the Customer shall so notify MAI, detailing the operating deficiencies of such MAI Unit. MAI shall thereafter have an opportunity, over a period of time not exceeding ninety (90) days, to modify, adjust, repair or replace such MAI Unit, as required to satisfy such warranty. If, at the end of such period, such MAI Unit (or the replacement unit therefor) is not performing in accordance with such warranty, then the Customer, upon five (5) days' notice to MAI, may terminate this agreement with respect to such MAI Unit, notwithstanding anything to the contrary provided in the first paragraph under the caption 'Term of Agreement'." ACCEPTED BY: MAI EQUIPMENT CORPORATION By Officer's Title _ Date MS 6.47D SM 2-69 fo pprov City Attorney ACCEPTED BY. C TYOF r By Offices itle Date BBO (Custom r'a Full Legal N me) v � � 1 o ,. MAI'EQUIPMENT CORPORATION 1 June 12, 1969 City of Lubbock 916 Texas Avenue Lubbock, Texas Dear Sirs; This will evidence our further understanding with respect to the Agreement for Rental and Service of MAI Machines (the "Rental Agreement") between us, dated as of 1969, that, notwithstanding anything to the contrary contained in the first paragraph under the caption "Term of Agreement"'cin the Rental Agreement (pertaining to the "initial term"), the Customer shall be entitled (subject to the conditions expressed in the following sentence) to terminate any MAI disk drive ("MAI Drives") leased pursuant to the Rental Agreement (whether or not such MAI Drives shall then have been installed), effective on or after the date upon which the Customer shall have commenced rental payment on an IBM 2314 Direct Storage Access Facility. The Customer's right to terminate pursuant to the proceding sentence is conditioned upon the Customer giving written notice to MAI within fifteen (15) days after the Customer orders such IBM 2314 Direct Storage Access Facility, and thereafter keeping MAI informed as to the anticipated date of installation of such IBM 2314 Direct Storage Access Facility; but in no event shall the termination of the MAI Drives be effective sooner than four (4) months after. MAI's receipt of such written notice. All terms used herein shall have the same meaning as in the Rental Agreement, unless the content indicated to the contrary. If the foregoing constitutes your understanding of our agreement, please execute the counterpart of this letter at the place provided .below and return it to the undersigned. ACCEPTED AND AGREED TO AS OF THFP�JDATE AFORESAID Very truly yours, MAI EQUIPMENT CORPORATION By Title