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HomeMy WebLinkAbout15112 ORD - 09/12/1979jkh:9-5-79;lst AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A FIVE-YEAR LEASE PURCHASE AGREEMENT WITH TGIF -TEXAS GOVERNMENT AND INDUSTRIAL FINANCE, INC., OF DALLAS, TEXAS FOR TWO DISC DRIVES, A SUBSTANTIAL COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF, MARKED EXHIBIT "A"; AND DECLARING AN EMERGENCY. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. That the City Manager be authorized to execute a five-year lease purchase agreement with TGIF -Texas Government and Industrial Finance, Inc., of Dallas, Texas for two disc drives, as more fully set forth in the lease purchase agreement, a substantial copy of which is attached hereto and made a part hereof, marked Exhibit SECTION 2. The necessity to authorize execution of the aforesaid lease purchase agreement at the earliest practicable date creates a public emergency and an imperative public necessity requiring the suspension of the Charter rule that no ordinance or resolution shall be passed finally on the date of its introduction but that such ordinance or resolution shall be read at three several meetings of the City Council, and the Mayor having declared such emergency and necessity to exist, having requested the suspen- sion of the Charter rule and that this ordinance be passed finally on the date of its introduction and take effect and be in full force and effect from and after its passage, IT IS ACCORDINGLY SO ORDAINED, this the /-Z day of September, 1979. ATTEST: it Secretary APPROVED: /47ei J. BRUCE' CfK C 0•NEY BY /'. Assistant Cit/ `%orney MA THE 15t12 OF CORPUS CHRISTI, TEXAS 40`70140 CITS ORPUS CHRISTI BID#9547/79 :Corp .risti, Texas .Page 1 LEASE OF DATA PROCESSING EQUIPMENT WITH PURCHASE OPTION THE STATE OF TEXAS COUNTY OF NUECES 1 THIS AGREEMENT is made between Texas Governmental & Industrial Finance, Inc. herein called LESSOR, and City of Corpus Christi, a municipal corporation lo- cated in Nueces County, Texas, herein called LESSEE, upon the following terms and considerations: 1. Venue. This agreement is performable in Corpus Christi, Nueces County, Texas, and shall be construed, enforced and performed in accordance with the laws of the State of Texas. 2. Term and Equipment. Lessor hereby leases to Lessee the follow- ing described personal property for a period of sixty (60) months commencing upon written acceptance by Lessee certifying to Lessor that all equipment listed herein is installed, operational, and has been accepted for maintenance by the equipment manufacturer. EQUIPMENT TYPE MODEL DESCRIPTION QUANTITY MANUFACTURER IBM 3350 B2 Disc Drives 2 IBM The above equipment shall have the following features: 9903 - 208 Volts 9043 - Blue 9751 - Native format first drive 9752 - Native format second drive 3. Bid Invitation Controlling. This agreement shall be governed by Bid Invitation No. 9547/79 dated August 2,1979 , and the specifications therein set out, and to the extent of any conflict between this agreement and said Bid Invitation, the said Bid Invitation shall be completely controlling; provided however, that Section 22 of this agreement shall control over the bid invitation. A copy of said Bid Invitation is attached hereto and is a part of this contract for all purposes. 4. Rental. Total rental payable by Lessee to Lessor under this lease shall be payable in monthly installments, the first installment to be paid thirty (30) days after written acceptance by Lessee. The rental will be as follows: CITY )RPUS CHRISTI, 'Corp risti, Texas Payment No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 TOTAL PRINCIPAL $53306.00 TOTAL INTEREST $13114.00 TOTAL AMOUNT $66420.00 BID#95 Page2 Amount Attributable Total Payment to Interest 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 1107.00 CITE. JORPUS CHRISTI Corpus Christi,Texas •SID#9547/79 Page 3 Lessor or its assigns shall bill Lessee for each monthly install- ment. Such billing shall be sent to Lessee's Chief Accountant. 5. Taxes. As part of the consideration for this lease, and as part of Lessor's cost in leasing the equipment to Lessee, Lessee will timely pay and discharge all personal property taxes and any sales taxes now or hereafter imposed by the State of Texas, or any local government in the State of Texas, upon the equipment or upon the ownership, leasing, purchase, posses- sion or use thereof. Should the legislative body of the State of Texas or any local governmental entity thereof hereafter provide for and require license ' or registration fees, sales and use taxes, rental taxes, gross receipts taxes, or any other taxes, upon the equipment or upon the ownership, leasing, purchase, possession or use thereof, Lessee will timely pay and discharge such fees or taxes. Said payment shall be made in the name of the Lessor or its assigns and shall be made and considered as additional rental under this lease and shall be payable by Lessee within thirty (30) days after Lessee's receipt of Lessor's invoice for such amount accompanied by proof of assessment or license or fee requirement. Upon Lessor's receipt of such assessment or license or fee require- ment, Lessor shall immediately forward to Lessee said invoice and proof of assessment or license or fee requirement. Such invoiced amount shall not include and Lessee shall not be liable for any amounts incurred as penalties or interest for nonpayment or late payment of such taxes which resulted from Lessor's failure to timely forward such assessment and Lessor's invoice. At the time of the execution of this agreement, there are no taxes, licensing or registration fees which will be assessed or required by the United States government, or the government of any state other than the State of Texas, or any local government in any state other than the State of Texas, upon the equipment or upon the ownership, leasing, purchase, possession or use thereof. Should the legislative body of the United States, or any state other than the Sete of Texas, or any local government in any state other than the State of "eyes hereafter provide for and require license or registreticn fees, sales e.rd use taxes, rental taxes, gross receipts taxes, or any o-;.ar taxes, upon the equipment or upon the ownership, leasing, purchase, posE.ession or use 3, CIT JORPUS CHRISTI SIDi69547/79 . Corpus Christi, Texas Page'4 thereof, Lessee, as further consideration for this lease and as part of Lessor's cost in leasing equipment, will pay amount equal to such taxes and fees assessed ;ayment shall be payable by Lessee to Lessor Lessee's receipt of Lessor's written request payment of said taxes or fees in the form of or fee receipts. Such reimbursement payment as reimbursement to Lessor an or required. Said reimbursement within thirty (30) days after accompanied by proof of Lessor's a photostatic copy of said tax shall not include and Lessee shall not be liable for any amounts incurred by Lessor as penalties or interest for nonpayment or late payment of such taxes or fees. Nothing herein shall be construed to require Lessee to be responsible or liable for any federal, state or local taxes, or payments in lieu thereof, imposed upon or measured by the net income of Lessor. All notices required by this Section to be given to Lessee shall be addressed to the Lessee's Director of Finance. 6. Late Charges. Payments received more than thirty (30) days after the due date and without there then being present an event of Lessor's default will be subject to a late charge at the rate of 1 1/2% per month based on the amount of the late payment. 7. Purchase Option. At the end of the lease term, and upon pay- ment of any amounts due and owing, under the terms of this agreement, Lessee shall be deemed to have purchased the equipment, and title thereto shall pass accordingly. Prior to the end of the lease term, Lessee may purchase the equipment by paying all rental and other charges due and owing, if any, plus the outstanding balance. For purposes of the preceding sentence, "outstanding balance" means the total of the rental payments required to be made for the remainder of the lease term, less the total portion of those payments attribu- table to interest. 8. Cancellation for Nonappropriation. Lessee may cancel this e;eeement should the present or any future City Council of the City of Corpus rct appropriate in any fiscal year funds for the payments requi-ed by chis ai:: ee-,ent. No penalty shall attach in the event of any such r.,naFpro- pria:'or,. In the event of nonappropriation, Lessee shall give the Lessor si>ty (60) days notice prior to the end of the then current fiscal year before cancellation of triri agreement and Lessee shall not be obligated to rake any 4. 61 CORPUS CHRISTIBID#9547/79 Cox, Christi, Texas ' .Page 5 payments beyond the end of the sixty-day notice. Lessor shall have all the rights and remedies under the law to take possession of the above described equipment in the event of such cancellation. 9. Consultant. Lessor will supply consultant for planning and installation for the new computer equipment described above, including air conditioning, power and location. Said consultant must be available during the installation and at least two days prior thereto. 10. Limited Warranty. Lessor warrants that the above described equipment meets specification requirements set out in Bid Invitation No. 9547 79 and that the equipment manufacturer will perform maintenance on it. , 11. Notices. Notices provided for herein shall be sufficient if sent by certified United States mail, addressed as follows: TO LESSOR: TO LESSEE: City of Corpus Christi P. 0, Box 9277 Corpus Christi, Texas 78408 Provided, however, that any notice required by this agreement to be given to a particular officer or office.of the Lessee must be directed to that officer or office at the above address; and provided further that any other specific requirement imposed by this agreement. concerning the manner in which a notice is to be given to Lessee shall also be complied with. 12. Title. Title to the above equipment and all parts thereof shall not pass to Lessee until purchase is made thereof as herein provided. Lessee shall not remove, conceal or otherwise interfere with the title or ownership plate of Lessor affixed to equipment described above unless and until equipment is purchased and full payment made thereof as herein provided. Said equipment and all parts thereof shall retain their. character as personal property. • 13. Maintenance and Inspection. Subject to the requirement that the equipment be installed, operational, and accepted by the manufacturer for maintenance, Less.e at its own cost and expense shall maintain the equip= ment in good operating cordition, repair and appearance and protect the same from deterioration othar :`ar, normal ;,ear and tear. Lessee agrees to use the 5, CI1. ter' CORPUS CHRISTI :BID#9547/79 Corpus Christi,Texas Page 6 equipment only in a manner reasonably contemplated by the manufacturers. Lessee shall use the equipment either in the regular course of its business or for the benefit of some other governmental entity but in no event shall Lessee authorize or allow persons other than Lessee's, employees to operate the equipment. Lessor shall have the right, during normal working hours, to enter upon the premises Where the equipment is located'to check or inspect the equipment. 14. Indemnity. Lessee agrees to indemnify and hold the Lessor harmless from any and against all claims by others arising out of the owner- ' ship, selection, leasing, operation, control and maintenance of the equipment, including but not limited to accidents causing personal injury, property da- mage or death, unless occasioned by the negligence of Lessor, its agents or employees. The equipment manufacturer shall not be construed to be an agent of Lessor. 15. Quiet Use and Enjoyment. Lessor hereby covenants to provide Lessee during the term of this agreement with quiet use and enjoyment of the equipment described hereinabove and Lessee shall during the said term peace- fully and quietly have and hold and enjoy the equipment described herein without suit, or hindrance from Lessor except as expressly set forth in this agreement. Any assignee of Lessor shall not interfere with such quiet use and enjoyment during the contract term so long as Lessee is not in default of any of the covenants set out herein. 16. Insurance. At its own expense, Lessee shall cause comprehen- sive general insurance to be carried and maintained with respect to the equipment described hereinabove. All insurance proceeds from casualty losses shall be payable solely to Lessee; provided, however, Lessee shall remit said proceeds to Lessor unless Lessee provides satisfactory proof to Lessor that said equipment has been replaced or restored to good t.orking order. On Lessee's acceptance of the 'equipment, Lessee shall provide evidence to Lessor of comprehensive general insurance. Lessee shall carry workmen's comper__-.Ln:nsu: nce in Texas statutory amounts covering all employees working cn,,in, rear or about the hereinabove described equipment and shall reouire any c::.er person or entity 6. C. ; CORPUS CHRISTI . BID#9547/79 Cozens Christi, Texas • Page 7 working on, in, near or about said equipment to carry such coverage. Upon request, Lessee shall supply to Lessor evidence of such coverage throughout the contract term. 17. Risk of Loss. Lessor shall bear all risk of loss to the equip- ment until delivery to Lessee. Upon delivery, Lessee shall bear all risk of loss to the equipment. 18. Transportation. The lessor shall be responsible for all trans- portation charges relative to the shipping of equipment to Lessee's location. 19. Delivery. Lessor will deliver the equipment no later than sixty (60) days after this agreement has been executed. For purposes of this agreement, delivery shall occur when the Lessor causes said equipment to be put and held at Lessee's disposition at the 8th floor of the Jones Building, 317 Peoples Street, Corpus Christi, Texas, during the hours from 8 a.m. until 5 p.m., Monday through Friday (not including national holidays) or during times mutually agreeable to the parties, and giving Lessee any noti- fication reasonably necessary to enable Lessee to take possession. Such notification shall be given to Lessee's Data Processing Manager. 20. Delay in Delivery. If delay in delivery is foreseen, Lessor shall give immediate written notice to Lessee's Purchasing Office. Lessee has the right to extend the delivery date if the reasons appear to Lessee to be valid. Until delivery of all of the equipment, Lessor shall keep Lessee advised at all times of the status of the order. 21. Costs Incurred Prior to Acceptance. Prior to Lessee's written acceptance, Lessor shall be responsible and pay for all costs relating to the equipment, including that for installation, equipment debugging, and mainte- nance. 22. Assignment. Lessee will not sublet or assign this agreement or any part of it withaut the prior written approval of Lessor. Any assign- ment or transfer of Lessor's right, title or interest in the equipment or , this lease, incluein= to receive further rental payments, to other than Security Pacific National Bank and subsequentl, to a subsidiary or affi e.:: '`',ereof, without the prior written consent of Lessee, shall be vc•ic. !'c zs_ _,rant or transfer of Lessor's right, title or 7. F CORPUS CHRISTI Corpus Christi, Texas BID#9547/79 Page 8 interest in the equipment or this lease shall have any force or effect prior to Lessee's written acceptance of the equipment. Upon assignment, the Lessor ( TGIF ) shall continue to assume and faithfully perfcr, and discharge all of the terms, covenants and obligations to be per- forred by Lessor under this lease. Lessee shall not assert against any assignee or transferee of Lessor's rights (by way of defense to any claim of such assignee or transferee), any defense, counterclaim, offset, or recoup - rent of any kind which Lessee may now or hereafter have against Lessor; provided, however, that in the event of cancellation of this lease for non - appropriation, Lessee shall not be obligated to make any payments beyond the end of the last fiscal year in which appropriation for payments under this lease was made by the City Council of the City of Corpus Christi. 23. Lessee Default. Any of the following events will constitute an Event of Lessee Default under this lease: a) Lessee fails to make any payment required when due and such failure continues after written notice (certified mail, re- turn receipt requested, addressed to Lessee's Director of Finance) by Lessor for a period of fifteen (15) days after the receipt of such written notice; or b) Lessee fails to observe or perform any other covenants, conditions, agreements or warranties of the lease and such failure continues for thirty (30) days without cure after Lessor provides Lessee written notice (certified mail, return receipt requested, addressed to Lessee's City Manager) of the failure. 24. Lessor Remedies for Lessee Default. Upon the occurrence of =-r E\ent of Lessee Default, then Lessor may, at its option, take any of the follc%,ing actions: a) Without retaking possession of the leased property, hold Lessee liable for all rents and other sums which shall become due under the terms of this lease subject, however, tc tre r:r.arpro- priation provisions of Section 8 of this agreement. b) Terminate the lease and all rights of the Lessee with res- pect to the equipment. After complying with Lessee's security 8. iF CORPUS CHRISTI - Corpus Christi, Texas BIDi 9547/79 ' Page 9 regulations, Lessor may then enter the premises where the equip- ment is located and take possession thereof or require Lessee to deliver the equipment at a reasonably located place on Lessee's premises where Lessor may take possession of the equipment. Upon such termination, Lessor will hold, possess and enjoy or sell, lease or otherwise deal with the equipment free from any right of Lessee or its successors in such equipment. c) Lessee will be. liable to Lessor for all costs associated with Lessor's regaining possession of said equipment or enforce- ment of the performance of this contract; provided, however, that Lessee will in no event be liable for any deficiency in the amount of the proceeds of the Lessee's subsequent disposition, if any, of the equipment. 25. ,Lessor Default. Any of the following events will constitute an Event of Lessor Default under this lease. a) Failure to deliver all of the equipment by the delivery date specified in this agreement, unless Lessee extends the de- livery date; or b) Failure to deliver all of the equipment before expiration of Lessee's last extension, if any, of the delivery date; or c) Failure to properly install all of the equipment within a reasonable time, not to exceed five (5) days, after delivery of all of the equipment; or d) Failure of any or all equipment to operate and perform satisfactorily within a reasonable time, not to exceed five (5) days, after delivery of all of the equipment; or e) Failure of Lessor to provide or have available to Lessee during the installation, and for at least two (2) days prior there- to, a consultant for planning and installation of the equipment, cn-r:ecting cables, air conditioniing, po;, e•. lc:ation; or f) Failure of any or all equipment tc :. .:.seated for mainte- rance by its manufacturer within a reasor:.L'e ".:re , not to exceed five -(5) days, after delivery of all of tip , 'pr mt; or 9. ? CORPUS CHRISTI°•`. Christi,Texas \ . BID#9547/79 Page 10 g) Failure of any or all equipment to meet the specifica- tion requirements set out in Bid Invitation No'. 9547/79 ; or h) Failure of any or all equipment (except equiprrent which is presently leased by Lessee from IBM but which may be purchased from IBM by Lessor and leased back to Lessee) to operate and perform satisfactorily due to latent defect or design defect of the equip- ment. 26, Lessee Remedies for Lessor Default. Upon the occurrence of an Event of Lessor Default, then Lessee may, at its option, take any one of ' the following actions: a) Purchase or lease any or all of the equipment elsewhere and charge the full increase in cost and handling to the default- ing Lessor. b) Terminate this lease, in whole or in part with respect to any or all of the equipment, returning to Lessor, at Lessor's expense, the equipment with, respect to which the lease has been terminated. c) Pursue any other remedy provided by law. 27. Equal Opportunity. Lessor, during the performance of this contract, will (a) treat all applicants and employees without discrimination as to race, color, religion, sex or national origin, and (b) 'identify itself as an equal opportunity employer in all help -wanted advertising or requests. Lessor is hereby placed on notice that any complaints filed with the Lessee alleging that Lessor is not an equal opportunity employer during the six mcnths preceding the date of receipt of bids which resulted in this contract, 011 be referred to the Human Relations Commission of the City of Corpus Christi through its Human Relations Administrator for the purpose of review av,d r:crr„endations. The Feport of the Human Relations Commission will be F:•.i•.ted to the Purchasing Agent or the Director of Engineering and Phy- velopment who will include a summary of such report .`.:' ;••y future a d recommendations for which the Lessor is a bidder and L;inq to the :i n of the City Council of the City of Corpus Christi any such report .••.e• prior to the issuance of authority to deliver or a ucrN orcier to 10. .e F CORPUS CHRISTI• BID#9547/79 Cc Christi,Texas . Page 11 Lessor. A copy of this report shall be sent to the Lessor. The Human Relations Administrator will follow up any such report and bring to the attention of the Commission any further action by the Lessor which would in- clude that the findings of the Commission should be modified. Any such modified findings of the Commission will be delivered to the Director of Engineering and Physical Development or Purchasing Agent with a copy to the Lessor and be included in any future bid award recommendations. 28. Modifications. This agreement, including the bid documents, as outlined above, expresses the entire understanding of the parties with reference to the subject matter hereof, and no representations or agreements modifying or supplementing the terms of this agreement shall be valid unless in writing signed by persons authorized to sign agreements on behalf of each party. EXECUTED in duplicate originals this day of , by the duly authorized representatives of Lessor and Lessee. ATTEST: Secretary LESSOR ATTEST: City Secretary APPRCVED: DAY 0 1979; J. BRUCE AYCOCK, CITY ATTORNEY Ass start C `J ttorney finance CITY OF CORPUS CHRISTI, TEXAS By R. Marvin Townsend, City Manager "C F CORPUS CRRISTP _ s Christi,Texas CONSENT AND AGREEMENT THE STATE OF TEXAS COUNTY OF NUECES BID#9547/79 Page 12 The undersigned, being the Lessee under that certain Lease of Data Processing Equipment Purchase Option dated October 1, 1979 , by and between the undersigned and T G I F , as Lessor, and which is referred to in the foregoing Assignment, hereby consents to the assignment of the Lease to Security Pacific Bank , and agrees to rake all rental payments due under the terms of said Lease to Security Pacific Bank We affirm and agree, subject only to Sections 2, 4, and 7 of the Lease, to make the periodic rental payments provided for by the Lease without abatement, interruption or offset, for the remainder of the Lease term. We also agree that Sections 9, 10, 17, 18, 19, 21, 25, and 26 of the Lease are specifically made null and void insofar as Security Pacific Bank , as Assignee is concerned. Executed this 12 day of September , 1979. ATTEST: Secretary ATTEST: Secretary ATTEST: APPROVED: LESSOR By ASSIGNEE By APPROVED: CITY OF CORPUS CHRISTI, TEX.S /117x/ By Assistant City ir-ctor o inaTe R. Marvin Townsend, City Manager . •CITY or CORPUS CHRISTI .BID#9547/79 'Corpus Christi, Texas Page 13 LEASE PURCHASE PROPOSAL FOR DATA PROCESSING EQUIPMENT: DISC DRIVES The undersigned hereby agrees to furnish a lease purchase proposal for Data Processing Equipment - Disc Drives in accordance with the specifications on file with the City of Corpus Christi Purchasing Agent, which have been carefully examined and which are attached hereto. TOTAL PRINCIPAL TOTAL INTEREST TOTAL AMOUNT $ 53,306 $ 13,114 $ 66,420 BIDDER MUST COMPLETE PAGE 2 IN ITS ENTIRETY. DATE 8/17/79 BIDDER BY Corpus Christi, day as •� /,..efatWdzeAc 19 79 TO THE MEMBERS OF THE CITY COUNCIL Corpus Christi, Texas For the reasons set forth in the emergency clause of the foregoing ordinance, a public emergency and imperative necessity exist for the suspension of the Charter rule or requirement that no ordinance or resolution shall be passed finally on the date it is introduced, and that such ordinance or resolution shall be read at three meetings of the City Council; I, therefore, request that you suspend said Charter rule or requirement and pass this ordinance finally on the date it is introduced, or at the present meeting of the City Council. Respectfully, AgeLdAhlre HE JVOF CORPUS CHRISTI, TEXAS The Charter rule was suspend-:, by the following vote: Luther Jones OF Edward L. Sample it Dr. Jack Best A .. = David Diaz 1,.. Jack K. Dumphy dIr Betty N. Turner Cliff Zarsky If The above ordinance was pass - by the following vote: Luther Jones Edward L. Sample Dr. Jack Best David Diaz Jack K. Dumphy Betty N. Turner Cliff Zarsky 15112