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