R91-84A RESOLUTION OF THE CITY COMMISSION OF
THE CITY OF BOYNTON BEACH, FLORIDA,
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE A LICENSE AND SERVICE AGREEMENT
BETWEEN THE CITY OF BOYNTON BEACH AND
THE UNISYS CORPORATION TO PROVIDE FOR
THE MAINTENANCE AND REPAIR OF THE
FCIC/NCIC COMPUTER TERMINAL IN
CO~4UNICATIONS DEPARTMENT; A COPY OF
SAID AGREEMENT IS ATTACHED HERETO AS
EXHIBIT "A"; AND PROVIDING AN EFFECTIVE
DATE.
WHEREAS, the state shifted responsibility for terminal
maintenance to the local agencies in February, 1991; and
WHEREAS, this terminal is separate and distinct from
that in Police Records, but is under the administrative
control of the Police Chief; and
WHEREAS, there are funds in the Equipment Repairs and
Maintenance Account sufficient to cover the cost of this
Agreement; and
WHEREAS, City Commission at the recommendation of
staff, has determined it to be in the best interests of the
citizens and residents of the City of Boynton Beach, to
execute said Agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY CO~4ISSION
OF THE CITY OF BOSTON BEACH, FLORIDA THAT:
Section 1. The City of Boynton Beach hereby
authorizes the Mayor and City Clerk to execute the Agreement
between the City of Boynton Beach and Unisys Corporation
which Agreement is attached hereto as Exhibit "A".
Section 2. This Resolution
immediately upon passage.
shall take effect
PASSED AND ADOPTED this ~/f~ day of May, 1991.
CITY OF BOYNTON BEACH, FLORIDA
Mayor
Vice Mayor
~sioner /
ATTEST
Cit~. Clerk ~3
(Corporate Seal)
.r
Commissioner
UNISYS
License and
Service Agreement
Agreement number
Customer name and mailing address
City of Boynton Beach
100 E. Ocean Blvd.
Beynton Beach, FL 33435
6000780 1/89
~Jnisys will license Software and provide Software Support and Equipment Maintenance Services. and Customer agrees to accept the Software and
Services under the following terms and conditions:
~1. Definitions
1.1 Software means me opject cone version of comau[er programs
and anyrelated documentation excleding mai~enance diagnost cs.
ScftW~re a so means the ~Ouree code version, where provided by
Unisys.
1.2~ Products means equipment. Software and documentation.
including manuals ann educatmn materials.
1.3 Software Processing Unit ("SPU") means equipment which con-
trois and executes Software.
1.4 Services means all forms of maintenance, support and educa-
tion for Products.
1.5 Proprietar~ Information means Software, clocumentation, includ-
ng mariuals, and any other information confidential toUnisys or its
licensors:
1.6 installation Cate means the date Unisys completes installation
(as determined by Unisys) or ]f equ pment or Software is to be
instal ed by Customer. the tenth day following shipment.
2. Effective Date
This Agreement will become effecUve when, signed by du y autho-
rized representatives of both parties and will continu~ in effect so
long ~ Customer continues t(~ use the equ pment at the site where
originally installed or until terminated according to its terms.
'~, Schedules--Ordering Procedure
3.1Unisys will furnish to Customer and Custornerw II acceptanq pay
tar the Products and Services itemized on me following Schedules
which, together with theterms,on me Schedules. arean integral part
of this Agreement.
A. Eauipment Maintenance Services
B. Software Licenses and Support Services
C. Systems Services
All references to Software and Services in this Agreement are to the
Software and Services listed on the Schedules and on any Supple-
mental Schedules suemitted to and acceeted by Unisys pursuant to
Section 3,2 and to any Products ano Services supplied by Unisys
with such listed Products ann Services.
3,2 Customer may order additional Software and Services under this
Agreement by submitting properly cempleted Unisys Schedules. All
Schedules w~ll refer to this Agreementby number and will be signed
Py Customer. All education lecture cpurses must be ordered on a
Customer Course Enrollment Application.
3.3 All orders are suoject to acceptance by Unisys and the Unisys
POlicies and charges in effect on the date of acceptance will apply.
by Acceatance Unisys will be effective when communicated in writ-
mg to Customer. The receipt or deposit by Jmsys of Customer down
3ayment will not constitute acceptance of an order. Any eown pay-
merit received from Customer will be returned if the order is not
acceptea by Unisys,
Installation
4.1 Customer will instal[ all items of equipment with the designation
"Y" in the Customer-lnstallable column, when there is no charge
isteq in the Installation. Charge column of Schedule A. Unisys will
install all other items of equipment
4.2 Customer will install a Software m accordance with saecifica.
tions provided~by Unisys. Unisyswill install all kerns of Software for.
which a fixed installation charge is indicated on Schedule C.
4.3 Customer may arrange for nstallation by Unisys of Customer-
nstallable Pro~iucts. subject to the then current standard Unisys
cnarges and conditions.
4.4 If additional labor and rigging is reeuired for installation due to
Customer's saecial site reau]remenm. Customerwill pay those costs
including :ests to r'neet union or local law reeuirements.
5. Payment
5.1 Charges for Products will be invoiced upon shipment.
5.2 Charges for Equipment Maintenance Services ano Software
Support Services will be invoiced in advance.,monthly or annually, or
at other eeriodic intervals indicated Jn the aDnlicable Schedule
following the Installation Dater otherwise, charges will be invoiced
afterthe services are cerformed.
5,3 Charges for Systems Services will be invoiced after the services
are performed.
5.4 All charges must Pe aald no laterthan 30 days from invoice date
except for Eeu 3merit Maintenance Services charges which are due
on the commencementdate of the services. Unisys may impose a
late payment charge eeual to the lesser of (a) 1~% Der manta or (b)
the maximum rate allowed b~ law.
6. Taxes
6.1 Customer will pay any tax dnisys becomes ob gateo to pay cy
virtue of this Agreement, exclusive of taxes beseo on the net income
of Unisys.
6-2 All personal nroperty and similar taxes assessed after shilement
will ~e aaid by Customer.
7. Price Protection
7.1 The charges for Products in any accepted order will remain firrr
through delivery, unless through no fault of Unisys shipment TaKes
alace more than one year after the eate of the order. If Unisys
notifies Customer tnat an increase in charges will apply to its order.
Customer may terminate the affected part of its order By giving
written notice to Unisys within ten days of the date of notification of
me increase.
7.2 Equipment Maintenance Services charges will not be increased
eunng the initial one-year term. DUi may be increased rnereafter
upon 30 days' prior written notice to Customer.
7.3 Charges for Software Licenses. Software SUDOOrt Servicesand
Systems Services will not beincreasee during any one-year term. but
may be increased prior to any subsequent term upon 30 days' prior
written not~ce to Customer. if the services are contracted on a
month-to-manta bas~s. [ne charges may be increased at any t~me
following 30 days' notice.
8. Customer's Operational Responsibilities
8.1 Customer acknowle(~ges it has independently determined that
6000780 1 ¢89)
the Products and Services ordered under this Agreemen[ meet its
requirements.
8.2 Customer has sole resoonsibility for use of the Products. includ-
ing operating proceoures, audit controls, accuracy and security of
input and output data, restart an~ recovery routines, ann otner
prbcedures.necessary for Custon~r s ntended use ofthe Preducta.
8.3 Cbs~o~i~r Will ensu~ that its pers6r~n~l ate, at all times, edu-
cared and;trained ioth~ proper.use and operatio, n of the l~roducts
ahd 'that the Prbdect~ are U~ed ii~ ac8ordanCe ~itb appli<~able
UniSYs mbnuals and in§tructions.
.8 4, Customer wil ma ptain beck-up :data ,~e~es~rY to [ePlace
ci:it 8al Ou~t~rfie~data ~i the e~vent of less,ot'L[am~ige to such,data
from a, ny cause.. · .
9. Protection of P~oprJetary information
protect Proprietary Infer-
restrict its use as
cause substantial
licensors. Ali materials containing
prietary," '~Confi-
proprietary nature.
copied, in whole or in part, except
: or modify ng Proprietary
use. Each copy, including its
y Customer with all notices wmen
y license gran'~en under
for ~ other
possession (includ-
other software or writ-
9,3¢¢ustogie): ~jlj [nf~rm'~ts emptoyees of their obligatioBs under
~i~ sectiom and'in~ect them So as to insure such obligations are
~41.~hJs Section will survive termination or cancellation of this
Ag~eemant
10. License
10.1 Unisys grams to Customer 8 persona~, non-excJusive and
non-~Tansferable license to use Software an~ related documema-
tion according ta the terms and coed t,o_ns of this Agreement,
;incl,~din8 Schedule B. solely for Customer s i~temal data ~rocess-
Jng reauJrements on a single Unisys SPU in the United States on
which the Software is initiallyinstalled. Customers use of Software
will begovemed by additional conaitions which Unisys may provide
on or Drier to delivery of Software.
10.2 Customer may modify any Unisys application Software ann
may combine sach with other programs or material to form ar
upda~eo work, provided that upon discontinuance or termihation of
the license the Unisys application Software will be removed from
the upoatea worK'ano returned to Unisys.
10.3 Customer will not decompile or disassemble any Software
provided under this Agreement or modify Software which bears a
copyright notice of any third par~y. Customer will make and main-
tan no more than one arch val copy of each item of S(Jftware, and
each copy will contain all legends and notices and will be subject to
the same conditions ano restrictions as the original.
10.4 If the SPU on which any item of Software is licensed becomes
temporarily unavailable, use of such Software may De temoorarily
transferren to an alternative system,
10~,,5 If Custo ruer; a~ires to us~ So ftw,are J n a se[yipp~bureaumpe~
;dr ~t:'a~etrier.l~[~ ~: ~o~' mor~t~an ~dne S~, Cds~mer ~h~
r~uest prio~ pe~t~[s~ion' in ~riti~ ~o~ Unisys. Unisys will'then
adv se Cu~omer whether, and unde~ what terms and conditions.
~?s W. ,I ~So~r¢ as r~que~d.
i0.6 This Agreement d~s' ~t tr~Asfer to Customer title to any
late ]ecOa pm~Y c~ n~ inaey ~offw~m documen~on or
Proprieta~.l~f~rmati~. : :, ~
~ Equipm~ M~i~t~dance So.ices
.l~Equ pmen~Mai~tenanceSe~ices arethe p[ovision of replace
~ p~(exclUd~eg're~byable reed ~ ~n~co~Qmabie ~upplies),
~ ih~tall~tion, and ~ield'ihs~llation'of fi~essa~ e~iheering
a~ges ~o maintain equipment in good working order.
]in~enance
11.3
for
i aoelicable.
are removed for reelacernent ny Unisys
11.~ Custo met a cKnowl ~edges:tha~t ma~iqten~nce ~,u_, ppo .rt maten~
[or :~qu!pm~nt an~ Softwai-e.locat~d at~Oastomer
ihg; without:limita~ion;'diagnesti~so~re, arelthe ~r, operty of and
incl~Be Pr0pri~tary Inform~it on (ff Un Sys. Custdm~r:'assures that
such materials Wi/i be usedPhly by;UniSys maintenance personnel,
and t_h, at Unisys has the right'to re, move such materialA:from'Cus-
t~mer s fec ~y'at any time~
115Todaterminee g bilJtyandprerequisites for Eq[!ipme~t Main-
tenance S~ervices, Unisys may r~quire ih§pec~ion, at Customer
expense, ~f.equip~at~wh ;Cl~ (a~ ~as n~t~begnma ntained contin-
~o~ly by~U ~i~ys ~r~0~ the d~t~ ~f pu~c[~as~ b~/'Custome[ 3r (b) has
I~een:mlo~ated.
11.6 All system comp0n~ts and periphe/als, which aie.lecated at
the sarn~ site and l~e~C~)nt~:l~d wi{h'U~isys Si~r~al ~and power
~ables o[ -their e~g~ival~t~ a,~d ;w~hich; are[ s~bject to ,E~ipment
ainten 4e, se ,, tr u d re,,r.q,i!ed to be, t.th the
~a~ d~.i~ate~Ad~t~ip~{p~ h~ff~du[s, aside~i~ieo in the
~ainte~nce s~e~.c~s ~hed~le.~
12 Sof~are SuppoA'Sew ~s
~ ~,Un sys offers SeA,are suppoA Se~ ces for all So~ware war-
~ante~by Unls~ and ~e~some unw~ranted S~are.
~;~When Unisy~issu~b revision,]~vel for an item:of
Wi'Ii ~ont[nue tb gO~po~e prevrod~ level for
than six months.
12.3 Unisys may,eliminate Sol,are Suppo~ Se~[ces or
the lev~l~ of supP~K a~ilable for an item of ~am upon six
m~ths': Wri~en:n~Ce o~ at the exp ration of the ~hen durrent term
fo~ So,are SuP~K Sewices, which~er eccum earlier.
6000780 ~/89)
,I.3. Systems Services
13.1 Unisys will endeavor to provide Systems Services on a timely
basis sub. ect to availability of Qualified personnel and the difficulty
an(] scooe of the services to be provided.
13.2 Unisys may assign, reassign and substitute personnel at any
time and may provide the same or similar services and materials to
other customers.
13.3 Systems Services supplied by Unisys under this Agreemem
are 3revided to assist Customer. Customer, not Unisys, will be
resoonsible for determining objectives and obtaining the desired
resuJ[s.
13.4 Any ideas, concepts, know-now or aata-processmg tecn-
niques, Software or documentation developedby Unisys personnel
(alone orjoinUy with Customer) in connection with Systems Servi-
ces provided to Customer will be the exclusive property of Unisys.
Unisys grants to Customer a non-exclusive, royalty-free license to
use th~ Software in accordance with the terms of this Agreement.
14. Warranties and Disclaimers
14.1 EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT. THERE
ARE NO WARRANTIES. EXPRESS OR IMPLIED. BY OPERATION OF LAW
OR OTHERWISE. UNISYS DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PRUPOSE AS
TO BOTH UNISYS AND NON-UNISYS PRODUCTS. UNISYS WARRAN-
TIES EXTEND SOLELY TO CUSTOMER.
14.2 Maintenance Warranty and Disclaimers
Unisys warrants that the equipment will be maintained in COCO
working order erevided that it. is continuously subject to Unisys
Equipment Maintenance Services and under normal use. Umsys
so~e and exclusive obligations under this warranty will be to repair
such equipment. Maintenance services do not cover repair or
damage attributable to (i) non-Unisys products an(] services. (ii)
acc~aents, misuse, negligence or failure of Customer to follow
instructions for proper use~ care aha cleaning of eeuiomenU (Jill
external factors [e.g failure or fluctuation of electrical power or air
conditioning), or (iv) failure by Customer tO comply with Unisys
envlrenmen[al specifications.
14.3 Software Warran~ and Disclaimem
tal Each item of Software with the designation "W" on Schedule
B is. n its unaltered ft/rm, warranted for 90 days from its Installa-
tion Date to conform substantially to the then current aublished
functional specifications, provided such Software is used in a
manner consistent with any applicable Unisys minimum equip-
merit and SOftware ~onftguration specifications. Unisys will
satisfy this wa rra ntt if it makes reesan~ble efforts to correct such
errors reflectingsignificant oewations from the functional soeci-
fications as are repartee Dy Cus[omer to Unisys during such
warranty period.
{b) Because not all errors in.Software can or need be corrected.
Unisys aces not warrant that all Software defects will be cor-
rected. Similarly, Unisys Ooes not warrant that the functions
contained in the Soft~are will meet Customer's reoulrements or
marine Software wilt ooerate in combinations selected for use by
Customer.
lc All other Software delivered by Unisys, ncluding non-Unisys
Software. Is licensed"ASIS.'!:in the case of non-Unisys Software.
Customer agrees to look solely to the warranties and remedies, if
any, provided by the Unisys licensor or ~ andor.
15. Alterations and Attachments
15.1 If Unisys is nreviding EquiDment Maintenance or Software
Services. Customer will give Unisys erior written notice of any
proposed alterations or attachments [o equipment. Unisys has no
obligation to provide Equipment Maintenance Services for non-
Unisys attachments or a~terea eau~ament.or to provide Software
Support Services or moaifiad Software. Should Unisys agree to
maintain, supDort or correct altered Products. Unisys may impose
additional charges.
15.2 Unisys is not responsible for any malfunction, ~on-per-
formance ar degradation of performance of Products, supp es or
mair[enance support materials caused by or resulting directly or
indirectly from any alteration or attachment.'
15.3 Unisys warranties will not apply ~f attachment of non-Unisys
¢qqipmedt or a teration of Produ~:ts d~rectly or ind rectly results in
any ~naifunction, nonperformance or degradation of p~rforr~ance
of Unisys Products: in addition. Customer Will be solely respons hie
for resulting infdngement,.p(~rsonal injury or aamage to property
and Products.
15.4 ]:or purposes of this Agreement, "alterations' includes, but is
notlimite~ to;tl~e i~corporatiqn of non-Unisys~compo~enta, boards
and's~besse~blie~ in(o equipment, as welt as modifications to
Software.."~t~chments" includes, but is not limited to, any non-
Unisys.eqiuP~nt, components ordevibes whiCti are connected to
Unisys Preduot.~.
16. Limitation of Liabiilty
16.1Unless further limited elsewhere in thisAgreement, the entire
liability of Unisys and Customer's exclusive mmeay for damages
from any cause related to or arising out of thi~ Agreement regard-
less of the form of action, whether in cortract or in tort. will not
exceed the greater of (a) $100.000 or lb) the charges paid to
Unisys outing the 24-months oeriod immediately prior to Custo-
roar's notice oursuant to Section 19 for the Software or Services
which are the subject matter of or directly related to the causes of
optic ~ asserted. This Section 16.1 does n~)t apply to claims covered
by Section 17.
16.2 In no event will Unisys be liable for a) anyincidental, indirect,
special or consequential damages, including, but not limited tc,
loss of use, revenues, profits or savings, even if Unisys knew or
should have known of the possibility of such damages, (b) claims,
demands or actions against Customer by any person, except as
provided in Section 17, or (c) loss of or damage to Customer data
from any cause.
16.3The entire liability of Unisys and Customer's exclusive remedy
for any defective non*Unisys ,Products provided undei th s Agree-
menu is limited to their return to Unisys Within 90 days after
shipment for refund of the amount paid toUnisys for such Products
(not including any amounts paid for related Services).
16.4 Unisys maydirectCustomer to thir~ parties hav ng products or
services which may be of interest to CustOmer for use in conjunc-
tion with the Preducts.~ NOtWithstanding ~ny Unisys recommenda-
tion, referral or introduction. Customer will independently investi*
gate and test third-party proouczs ann,sew cas and will have so e
responsibility for determining]suitabiity for use o~ third-party pro-
ducts and services. Unisys has.no liability with respect to c a ms
relating to or arising From use of third-party products and services.
17. Patent. Copyright and Trade Secret indemnification for Software
17.1 Unisys, at its own expense, will defonc and indemnify Custo*
6000780 ~/89[
mer against claims that Unisys Software furnished under this
Agreement infringes a United States 9atent or copyright or misap-
propriates trade secrets protected under united States law, pro-
vided Customer (a) gives Unisys promot written nOtice of sucn
claims pursuant to Section 19, (b) permits Unisys to defend or
seattle the claims~ and (c) provides all,r~asonable aSsistance to
Unisy~ in defending or settithg the claires,
17.2 As to an
become
Unisys
Software for (
avoid suc~
may
m of
18. Termination and Cancellation
18.1 Unisys may, suspehd Equipment Maintenance Servmes or
Sbftwa?e SupPb~ S~.rvi~es if any payment under this Agreement is
past due more titan 30 days,
18.2 In addition~to, tha Unisys rights under Section 12.3, either
party r~ay tem]i~ate;(a),any license for Software, (b) Software
Suppo ,E S~rvi~8.~C:[ ahy~jtem Of Software, or (c) Equipment Main-
tenan~ Se rvice~ fo~: an~tem of equipment, upon expiration of the
applicable term t~ providing :JO days' prinrwrit(en notice. Failure to
give such notice will result in a renewal or extension of the license
orcervJce in accordaa~e,~ th.the provisions of the app cable
S~c6bdU;l~. Th~ i~gs~;of,~yi$oftware automatically terhqinate
bpon Cu~tomef'~di~[i~ua~ce of use ct the SPU ~)n which the
Software was IJce~hs~ .st,Which time Customer must either destroy
or r~tui'n the Software; t~ Unisys,
18.3 V~ithou[ pr~iudice to other remedies, Unisys may c~ancel this
Agreement or any order placed under it for default ai~d repossess
Software i~ upoh Wd:~t~n ntlee Customer fails to (i) make any
payment;.iden~} fi~d!a~'dbl~nquent inc uding payment of charges
for Ser;cLces),-wl~lB ~eA;,days or (lO cure any default relating to
Sections 9 or 10i~ th h 30 days
18A Unisys may te[minAte~So~ware Support Services on 30 days'
Pw~r wri~.t~.n r~,~i~ !~ir~,s, ~termine~ :that any Customer Soft-
e rpe ~i[ti~,ti~O!~,~iB r'¢ ~o install a reyision~or, stability update
wilt interfere~ith~tll~ovision,ef s~ch services
18.5 Termina~;io~, o~"~ap~ellation of this Agreement-, or any oraer
under it, will,npti~(~.d~hts Or d~ties arising under it,with
respect ~o Pr~p,i~t~'~il:~6~m~tion or security interest.
19. Notices
19.1All notices required by this Agreemen~o De g~ven to Customer
will be sent to itsaddress on rne cover page of this AgreemenL
19.2 All notices requ~rea ny Sections 17 ana 20.5 to be given to
Customer will be sent to its address on the cover page of this
Agreemen~ __
19.2 All notices reouired by Sections 17 ane 20 to be given
Unisys ycill ,be addressed to.
Law Department
Un!sy~ Corporation
Tow~hip Uno!& Union Meetings Roads
Bide B~II; PA~i9424
cc: Regional Vice President
A~ I~'(be~,r, n o~ice;s,to,~, ni~ys w II be sent tp the Unisys, office which has
:Lg~ &lLuoticg~fbquired ny S~ctions 17 and 20.5 will be sent by
c~rt~t]eo or registered mah
20. Arbitration
20.1 Subject to Sections 20.2 through 20.5 hereafter, any controv-
ersy or ,claim arising out of or relating to this Agreement or the
breach thereof will be settled by arbitration before three arbitrators
in accordance with the Rules of the American Arbitration Associa-
tion ('AAA") then in effect, ano judgment upon ~ne award rendered
by the arbitrators may be entered in any court having jurisdiction.
Any such arbitration will be conducted in the city nearest Custo-
mar s main U.S. office having an AAA regional office. The arbitrators
will be selected from a 3anel of persons having experience with and
knowledge of e ectrohic computers and the computer business''"~
and,at, least one of the arbitrators selected will be an attorney.
2,0;2The arbitrators will have no authority to award punitive dam-
ages nor, any other damages not measured by ~e prevailing party's
actuai~damages, and may not, in any event, make any ruling, finding
oraward,that does not conform to the terms and conditions of this
Agreement.
20.3 Either party, before or during aeY arbitration, may apply to a
court haeng jurisdiction for a temporary restra, intng order or preli-
minary;injunction for a temporary restraining Prd? or preliminary
injunction where such relief is necessary to protect its interests
pending completion of the arbitration proceedings. Arbitration will
no~( b'e required for actions for recovery of specific property, such as
actions ~o,r, reolevin.
20.5 Prior to initiation of arbitration or any other form of legal or
equitable proceeding the aggrieved party ~ill ~ive the other party
w~itten notice in accordance with Section 19 describing the claim
a~d amount as to which it intends to initiate action.
21. Other Provisions
21.1A1[ -isk of loss or damage to Software wil~ Pass [0 Custome~
upon deliver to Customer's location.
21.2 Neither party will be liable for failure to fulfill its obligations
when 8~Je to causes ~aeyond its reasonable control.
21.3 Any failure or delay oy either partyin exercising any riga[ or
remeoy will not constitute a walve~
21.4 This Agreement will be governed by the I al law ihe
21.5 This Agreement constitutes the entire agreement between
the parties W~th respect to the subject matter described in this
Agreement and supersedes all prior proposals and agreements
both written and oral, and all other wdtten and ora ~ommun cations
between the parties. The terms and conditions of this Agreement
will supersede all other terms and ~ondJtions submitted by Custo-
mer.
22.6 Unisys may assign this Agreement or its interest in any
equipment, or assign the right to receive a ·
tomer's consent Any such as ',nm,nt h~P~a,y~,m,~e,n!~'',,w'tl~°u.t Cus-
the obhgatmns of Umsys to Customer. Customer w II not ass An~r
transfer its rights orob(igat ons under ~is AgreementwJthout~rior
written consent of Unisys. Any assignment or transfer prohibited by
this provision will be rolo.
22.7 This Agreement may be modified only by a writing signed by a
duly authorized representative of each party.
22.8 No arbitration proceeding or legal action, regardless of its
form, related to or ar sir~g out of th is Agreement, may be brought by
either party more than {wo years after the cause of action first
accrued.
22.9 Each paragraph and provision of this Agreement is severable.
and if one or more paragraphs or prov sons are declared invalid
the remaining provision~ of this Agreement will rema n n full force
and effect
Customer acknowledges it has read and understands this Agreement [including all attached schedules) and is not entering into this Agreement on
[ne ~asis of any representations not expressly set forth in it.
Agreed and Accepted
Unisys Corooration
Customer
City of Boynton Beach
Signature Date
me [Printed}
6
6000780(1/89)
21.4 This Agreement will be governed b the
.................. ,..anm. t"~.BOA~"
21.5 This Agreement constitutes me entire agreement between
the parties with respect to the subject matter described in this
Agreement and supersedes all pr or proposals and agreements
both written and oral and all other written and oral commun cations
between the parties ThetermsandcondtonsofthisA reeme
mWilelr~upersede all other terms and conditions submitted gby Custon!
22.6 Unisys may ass gn this Agreement or its interest in any
equipment, or assign the right t6 receive . .
tomer's consent Any such asr ~'nrn~-+ ~_payments~,,w~thout Cus
..... · .. .... o_..,~.~, i~uwever, w ii not change
me oongat~ons of Umsys to Customer Customer will not assign or
transfer its rights or obi gations under this Agreement without prior
written consent of Unisys Any assignment or transfer prohibited by
this provision will be void.
22.7 This Agreement may be modifieo only by a writing signed by a
duly authorized representative of each party.
22.8 No arbitration proceeding or ega action, regardless of its
form, related to or adsir~g out of this Agreement, may be braught by
aeictchl~redP.arty more than two years after the cause of action ,rst
22.9 Each paragraph aniJ provision ofthisAgreement is severable,
and Jf one or more paragraphs or provisions are declared invalid,
the remaining provisions of this Agreement will remain in full force
and effect.
Customer acknowledges it has read and understands this tee ' ' .
the bas~s of any representatxons not expressly set forth ~it meet mclud ng all attached schedules) and ~s not entenng rotc this Agreement on
Agreed and Accepted
Unisys Corooration
Date --
Name [Printee
Customer
City of Boynton Beach
6
6000780(1/89)
r