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HomeMy WebLinkAboutM1988-0233 - 11/08/1988.l Motions - 11/8/88 3. Motion authorizing the acquisition of data processing equipment including disk drives, tape drives, communication controller upgrades, and terminal controller upgrades for the total amount of $510,248 including maintenance from IBM Corporation; authorizing execution of an installment purchase agreement through IBM Corporation; and authorizing the Purchasing Agent to execute security instruments and other such instruments as required by the installment payment agreement approved by the City Attorney. \z, ~ ''- `~.,~" M88-0233 City v{ Cc>rpi l'hristi INTEROFFICE COMMUNICATION T0: F. D. Glenn, Purchasing Agent FROM: John A. Bacon, Director of Information Systems DATE: October 17, 1988 SUBJECT: Purchase and Upgrade of MIS Computer Equipment We recommend the purchase and upgrade of current MIS computer equipment to include disk drives, tape drives,. communication controller upgrades and terminal controller upgrades from IBM far a cost of $353,905 {excluding interest. All equipment, except the terminal controllers upgrade for $7875 will be purchased .under a five-year installment agreement with IBM at an interest rate of 7.84 percent per annum. The total cast including interest and cash purchase of the equipment is $424,539. We prepared a "Request for Proposal" to purchase, lease, or lease purchase computer equipment. Forty-seven requests for proposals were sent out, and only IBM Corporation responded. Background: The City's current 3380 disk drives were installed in October 1985 at which time these drives were the state-of-the-art hardware.. IBM has since announced new enhanced 3380 disk drives with a higher density capacity; however, the MIS department feels that the current 3380 disk drives technology offers more to the City at this time. The purchase of two additional disk drives will increase our disk capacity by ten billion characters. These two additional disk drives allow the City to complete the two sets of disk drives to its maximum units. The current disk drives would save computer room space, -and best position the City for additional disk drives as needed. This purchase is required due to the normal growth of the City and as a result of the expansion of existing programs and the development of new applications. Some of the major applications that are being planned are the expansion of the Budget System, the Municipal Court System Phase II, and the expansion of the fire Department personnel system. The current disk. space is 94 percent utilized. Our predictions are that with current normal growth, we will be fully utilized in the next -few months. The expansion of our disk drives will provide additional capacity .for adding new applications, maintaining our current production files and disk space for system maintenance. The additional disk drives under normal growth will last about I8-24 months. Our existing tape drives were upgraded in December 1982, and our predictions were that. the tape drives would last about-five years. Our current tape system is old technology and is causing problems with our current backup tapes such as tape errors,, causing reruns of our production jobs and. recreating files to recover. Some advantages to purchasing new tape drives would be as follows: -- Less exposure to our master files by backing up and .restoring files faster. City of Cor~'~ -- The City's storage of vital information can be improved by storing more vital information. -- In the event of a major disaster such as a fire, gas explosion, or other major disaster the City could recover the files faster, since the new tape system stores more information and restores information faster. Our existing 3725 communications controller was purchased October 1985. It was intended to prepare the MIS department for the new City Hall by doubling the number of communication lines and to provide a growth path for the City. The new City Hall has provided the means of housing most of our departments together under -one roof thus providing the possibility of connecting the City's personal computers, printers, and other computer equipment in a networking environment. The MIS department .can provide this networking environment on the mainframe- side by upgrading our 3725 communication controller and our 3174 terminal controllers. The current 3725 communications controller has 150 terminals, 10 personal computers, the Itron meter reading system .computer, and the cash processor connected to the mainframe. The upgrade will provide an easier means of connecting personal computers with the appropriate software and hardware in a networking environment, and a faster response time for City Hall connections to the mainframe. Funds will be budgeted on an annual basis for payment of the lease. In summary, the MIS department is running out of disk space and will be aut of capacity in the next few months. The current tape system is wearing out and causing problems. The upgrades for the 3725 controller and 3174 controllers are needed to provide a less expensive means of connecting personal computers, printers, and other computer equipment in a networking environment.. Therefore, it is recommended that approval of this proposal be granted to p~,Frchase disk drives, tape drives and upgrades to the communications controllers (3725 and 3174). The purchase and upgrades of the computer equipment is needed to continue providing and improving the service to the whole City and to protect our vital City information. J n A. Bacon Director of Information Systems Extension 3740 risri bg 050988.1 IBM Corporation Equipment Purchases 2 3380 Disk Drives $144,000 3 3480 Magnetic Tape drives with Control Unit 161,610 1 3725 Communication Controller 40,420 346,030 Finance Charge @ 7.84% 70,634 Total Installment Purchase Plan 416,664 Terminal Controllers 7,875 (outright purchase) Total Five-Year Cost 424,539 i v ~ ~ ~ u r /'~ ct ; -;.; ~' !~ n a Ht c ~e u s ~` 4? j ? J , J 7o~4i Fire- Y~~a-S ,~C.S~' i~~.~lc~~; ~,.~ M~,;,t-~nQh~e ~StoJZ~~ a: - • In~:,..~tional Business I~'laclhines Corporation Armonk, New ~ _ r05d4 Instailrnent Payment Agreement (state and Local Govemmeni} Name and Address of Customer: Reference Agreement No.: C6$Q265 City of Carpus Christi Data Processing Dept., City Hall Reference Supplement Dated: gel/gg 1201 Leopard Corpus Christi, TX 78401 Agreement No.: IBM Branch Office Address: 802 N Carancahua Corpus Christi, TX 78470 IBM Branch Office No.: ND4 Customer No.: 2205004 International. Business Machines Corporation (IBM} and the Customer agree that this Installment Payment Agreement supplements and amends the referenced Agreement for Purchase of IBM Machines and its referenced Supplement with respect to the following IBM machines, features, model upgrades, machine elements and/or accessories. (hereinafter called "Machines" unless the context requires individual reference}. IBM Plant Order or Purchase Machine Serial Model or Price $ Qty.. Type Number (') Feature Description (Net Unit Price) Amount $ 1 3725 05883 001 MES ~~N50682 40,420.00 40,420.00 4774 Lab Type C 7100- 256K Storage Increment 4991 Tic 1 6000 Manually Configured Specify (') An ""' indicates Machine Serial Number. Statement of Transaction TOTr9-!.: $ 40,420.00 1. Cash Price (if this were a cash sale} ................................................. . . $ 40, 420.00 2. Trade-In Allowance Credit (from IBM trade-in agreement} ............................... $ 3. Cash Down Payment .........:................ .......... ........................ $ 0.00 0.00 4. Total DownPayment(Sumofltems2and3)...........••.•••••••••••••••••••••••••••••$ 0.00 5. Unpaid Balance of Cash Price (Item 1 minus Item 4j .................................... $ 40,420.00 6. State and Local Taxes, if applicable ................................................... $ 0.00 7. Amount to be Financed (Sum of Items 5 and 6} .............. ......................... $ 40,420.00 8. FINANCE CHARGE (Time Price Differentia! on Item 7). Finance Charge consists of interest at an ANNUAL PERCENTAGE RATE of 7.84 % . • ....... • • • • • - • • • • • • • • • $ ~, ?~ 80 9. Tax on Finance Charge, if applicable, (payable in first installment} .........:............. $ 0,00 10. Total Amount of Remaining Payments (Sum of Items 7, 8 and 9) .............. ......... $ 48,670.80 11. Total Time Sale Price (Sum of Items 4 and 10) ........................................ . $ 48,670.80 Pe') j/Ttd ~s,, i 8 The Customer agrees to pay the Cash Down Payment, if any, (a) upon the Date of Installation of the Machines or (b) with respect to installed Machines, on the Effective Date of Purchase, and agrees to pay the Total Amount of Remaining Payments in consecutive Periodic Payments, including Finance Charge, forthe Fiscal Periods assetforth below in either Payment Plan I or Payment Plan I!. PAYMENT PLAN 1 Periodic Payment Finance Charge Fiscal (Annual) (Included in Period (Biennial) Payment) i 2 The Customer may, at any time, pay in advaric+~ ..~a folk amount due hereunder and the Finance Charge will be adjusted by IBM to reflect the shorter payment period. All remittances are to be made to the. IBM Branch Office address listed herein unless otherwise requested by IBM. Assignments This Installment Payment Agreement Gs not assignable by the Customer, nor may the Customer sell, transfer, sub- stantially modify, relocate or disease a~f any or all of the Machines without prior written-permission of IBM. In no event may the Machines be relocated outside the United States. Any attempted assignment ~r transfer by the Customer of any of the rights, duties at° obligations of this Installment Payment Agreement is void:. The Customer covenants and agrees that (a) it will not Cusfomsr's Covenants 3 create, assume, or voluntarily suffer to e~cist, without giving IBM at least 15 calendar days' prior written notice, any 4 mortgage, pledge, encumbrance, securely interest, lien or charge of any kind upon any or all of the Machines; (b) it will keep the Machines in good repair and operating condition;. ~' (c) it will promptly pay all taxes,. interest and other charges. when levied or assessed upon the Machines or their b operation or use, or upon tt3M, exclusive of taxes based on IBM's net income, in connection witl`a this Installment PAYMENT PLAN II Payment Agreement; (d) it will promptly satisfy aH liens against the Machines; and (e) there are no mortgages,. Total Finance pledges, encumbrances, security interes;#s, liensorcharges Periodic Payment Charge for of ar7y kind by any party other than IBM or assigns upon the. (Total of Monthly Fiscal Period machines on which features, model. upgrades, machine Fiscal. Paymµnts for Monthly (Included in elements or accessories will be installed sub ect to this Period Fiscal Period) Payment Payments) 1 - Installment Payment Agreement. ~ b,489.44 811.18 1734.84 2 9,734.16 811.18 2541.37 3 9,734.16 811.18 1956.74 ~ 9,734.16 811.18 1324.58 5 9734.16 811.18 641.07 6 3,244.72 811.18 52.20 The Periodic Payment for Period 1, which includes the Tax on Finance Charge, if applicable, is due on the first business day of the month following the Date of Installation or the Effective Date of Purchase, and the Periodic Pay- ments for Periods 2 through 6 are due on the first business day of each succeeding Fiscal Period. If Payment Plan I has been chosen, payments must be made in full on the due dates. If Payment Plan II has been chosen, payments must be made in equal consecutive monthly installments, except that the first installmentwill includethe Tax on Finance Charge, if applicable, beginning on the due dates and continuing on the corresponding day of each month of each Fiscal Period until fully paid. Payments include Finance Charge in the appropriate amount in- dicated above. The Customer having been offered the choice of pur- chasing at the foregoing Cash Price (plus applicable State and Local Taxes) or at the Total Time Sale Price has elected to purchase at such Total Time Sale Price. Insurance The Customer further agrees to procure and maintain fire insurance with extended coverage against loss, theft; damage to or destruction of the Maettines for the full insurable value thereof for the duratiort of this Installment Payment Agreement, the policy for such insurance being endorsed to show loss payable to LBI and assigns as respective interests may appear.. Upon request, a certificate of such insurance will be furnished to lE3M or assigns. Any proceeds received directly by IBM under such insurance shall be credited to the payment required from the Custo- mer pursuant to the Section entitled "`Casualty Occur- rences." Casualf~r Occurrences A Casualty Occurrence shall be deem;{ed to exist if any of the Machines shall be lost,. stolen, irreparably damaged or destroyed or otherwise rendered permanently unfit for use from any cause whatsoever prior to the payment in ful4 of the Total Time Sale Price. To the extent permitted by law, the Customer shall promptly pay to IBivf a sum equal to the aggregate Casualty Value of such Machines. The Casualty Value of each Machine s:~ffering a Casualty Occurrence shall be the sum of the unpaid balances of the State and Local Taxes, Unpaid Balance. of Cash Price and Finance Charge at the time of such Casualty Occurrence and attributable to such Machine. The Finance Charge shall be adjusted by IBM to reflect the shorter payment period. Airy money sa paid shaft be applied. by iBM to reduce installments thereafter falling due so that such installments represent only the payments due for t.1te remaining PJia- t~~az~9t-o3 (Asv. n~~as;• "~ _. Pane 2 of a chi, ~,ny excess insurance payments received by IBM shall be credited to the Customer. Events of Defaul# Any one or more of the fol lowing are Events of Default: (a) the Customer fails to pay when due any amount required to be paid by the Customer hereunder and such failure shall continue for a period of seven days after the due date, except as provided in the Section entitled "Funding"; (b) the Customer fails to procure and maintain insurance as required in this Installment Payment Agreement; (c) the Customer fails to perform any other provisions hereunder or violates any of the covenants or agreements made by the Customer hereunder, and such failure or breach shall continue for a period of 15 days after written notice is received by the Customer from IBM; or (d) any insolvency proceedings of any character, voluntary or involuntary, shat! be instituted by or against the Customer. Any failure of IBM to require strict performance by the Customer or any waiver by ISM of any provision of this Installment Payment Agreement shall not be construed as a consent or waiver of any other breach of the same or of any other provision. Remedies If an Event of Default shall have occurred and be continuing, IBM or assigns may, to the extent permitted by law, (a) recover from the Customer any and all amounts then due and to be become due; (b) take possession of any or all of the Machines, wherever located, without demand or notice and without any court order or other process of law, flr render them unusable, and retain all prior payments as partial corpensation far their use and depreciation; (c} require the Customer to assemble the Machines and make ahem available to IBM, freight prepaid, at any place in the continental United States specified by IBM; and/or (d} incur reasonable attorney's fees and legal expenses in exercising any of its rights. and remedies upon default which the Customer hereby agrees to pay. Upon repossession of such Machines, IBM may sell, lease or otherwise dispose of any or all of the Machines in a commercially reasonable manner, with or without notice and by public or private proceedings, and apply the nef proceeds thereof towards the an~iounts due under this Installment Payment Agree- ment after deducting the reasonable expenses of retaking, holding and preparing for such. disposition and deducting reasonable attorney's fees and legal expenses. It_ ; t pay to the Customer any portion of the net proceeds in excess of the unpaid Total Time Sale Price. In the event IBM repossesses and removes a feature, model upgrade, machine element or accessory, it shall be the Customer's responsibility to restore any remaining. information processing equipment to good working order. The Customer agrees that IBM shall have no liability for damages caused by the repossession of such a feature, model upgrade, machine element or accessory or by the. Customer's failure to fulfill such responsibilities. Further, IBM -shall have no obligation to reimburse the Customer, user- or any other secured party for the cost of repair resulting from such removal. IBM may pursue any other remedy available at law or in equity; including, but not limited to, seeking damages, specific performance and an injunction. No right or remedy is exclusive of any other provided herein ar permitted by law or equity.. All such rights and remedies shall be cumulative and may be enforced concurrently or individ- uaNy from time to time. Funding Since the Customer intends to requestahe appropriation of funds periodically to be paid far the Machines, if funds are not appropriated for the Customer for such Periodic Payment for any future Fiscal Period, the Customer will not be obligated to pay the remainder of the Total Time Sale Price due beyond the end of the then current Fiscal Period. Such event will not constitute an Event of Defaul#. The Customer agrees to notify IBM inwriting ofsuch nonappro- priation at the earliest possible time. In the event that funds are not appropriated as provided above and the Customer is unable to make further pay- ments due .under this Installment Paymerzt Agreement beyond the end of the then current Fiscal Period, tBM will, within a reasonable time after the end ofsuch Period, enter. and take the Machines from the Customer's premises and will retain alt sums previously paid by the Customer to IBM as partial compensation for machine use and depreciation; provided, however that upon the Customer's request, the Customer may, prior to such repossession, retain- the Machines during a reasonable period acreed to by IBM at a monthly charge designated by IBM, beginning on the first: day following the last Fiscal Period for which payment has been made hereunder. Page 3 of 4 a r Secur/fy Mleresf antl Location of A9achInes To secure the payment of the Total Time Sale Price, IBM reserves a purchase money security interest in each of the Machines, and the Customer hereby grants a security interest in any substitutions, replacements, accessions, and additions thereto and the proceeds thereof. Such interest shall be satisfied by payment in full of the Total Time Sale Price. A copy of this Installment Payment Agreement may be filed with appropriate state and local authorities, at any time after signature by the Customer, as a financing statement in ardor to perfect IBM's security interest. Such filing does not constitute acceptance of this Installment Payment Agreement by IBM. The Customer also shall execute from time to time, alone or with IBM, any financing statements or other documents and do such other act or acts considered by IBM to be necessary or desirable to perfect or protect the security interests hereby created. The Machines shall remain personal property, not become fixtures to rea! property, and be kept at: 1201 Leonard (Street address) ~sfzt~-_4:~llx ~~ _-N.u P r' P S T Px a s (City} (County) (State) where tBM may inspect them at any reasonable time. GanQral !f the Net Unit Price for any Machine is adjusted as provided in the referenced Agreement, or the trade-in allowance for any trade-in equipment is adjusted as pro- vided in an applicable IBM trade-in agreement, Items No.1 ihr~ugh 11 in the Statement of Transaction and the Payments herein agreed to ba paid shall be adjusted, and this Installment Payment Agreement shall be deemed to be amended accordingly. The terms and conditions of this Installment Payment Agreement she!! prevail notwithstanding any variance with the terms and conditions of the referenced Agreement. Should this Installment. Payment Agreement andfor the referenced Agreement be held by the courts to be invalid or unenforceable, the parties agree that the Machines shat! be deemed to have been installed under IBM's State and Local Government Lease Plan pursuant to the terms and condi- tions of IBM's applicable agreement andfor amendment at IBM's applicable Lease Plan Monthly Charges, commenc- ing with the Date of {nstallatian or the Effective Date of Purchase of the Machines. For the period prior to such holding, IBM shall credit to the applicable Lease Plan Monthly Charges the amounts paid by-the Customer to IBM under this Installment Payment Agreement and amounts paid by the Customer for maintenance, property taxes and insurance. Any excess credits will be refunded to the Customer, and any deficiency shall be due to ISM; but in no event shall any amount be due to IBM in excess of funds appropriated. In the event that the affected Machines are not available from IBM under a lease or rental agreement, at the time of such holding, the Customer and IBM will agree upon a fair and equitable Lease Plan Monthly Charge for the period prior to and foElowing such holding and, other- wise, the provisions of this Section shall apply. If any provision or provisions of this tnstallment Payment Agreement shall be held to be invalid, illegal or unenforce- able, and the preceding paragraph does not apply, the validity, legality and enforceability of the remaining provi- sions shall not in any way be affected or impaired thereby. THE CUSTOMER ACKfOWLEDGES THAT THE CUSTO- MER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AGREES TO BE BOUND BY ITS TERMS AND CON- DITIONS, AND BY THE CUSTOMER'S SIGNATURE BELOW, ACKNOWLEDGES THAT THE CUSTOMER 15 LEGALLY AUTHORIZED TO ENTER INTO THIS AGREE- MENT. FURTHER, 7HE CUSTOMER AGREES THAT THIS INSTALLMENT PAYMENT AGREEMENT, .THE. REFERENCED AGREEMENT AND SUPPLEMENT AND ANY APPLICABLE IBi~ TRADE-!N AGREEMENT CON- STITUTE A SINGLE AGREEMEN` AND .THE COM- PLETE AND EXCLUSIilE STATEMENT OF THE AGREE- MENT BETWEEN THE CUSYOfb'!ER AND IBM, WH1CH SUPERSEDES ALL PROPOSALS OR PRIOR AGREE- MENTS, ORAL OR WRITTEN, AND ALL OTHER COAA- MUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. Corpus Christi ~~ND4 Received by IBM at -------------------------------------------------------------------- Branch Office Name/Number Manager's Signature Name (Type or Print) Oata Accepted by: iriterriatis~nal Bus9ness Machines Corporation - ---------~-------------Authorized Signature City of Corpus Christi Customer Authorized Signature Name (Type or Prirt) Date Name (Type or Print) Date a rnec no>=¢c rtsztwt v WITH BALL RO1NT PEN ON A HARD SURFACE FOR PoiAXIiti11.IN1 LEG113tLITY. Int; anal Business Machines Corporation ' Armonk, Nav/ 1 504 Installment Payment ~~reemerat (Stale and Local Government) Name and Address of Customer: City of Corpus Christi Data Processing Dept. City Ha11 1201 Leopard Corpus Christi, TX 78401 !BM Branch Office Address: 802 N Carancahua Corpus .Christi, TX 78470 Reference Agreement No.: G6B0265 Reference Supplement Dated: 9 ~ 30 ~ 8 8 Agreement No.: IBM Branch Office No.: ND4 Customer No.: 2205004 International Business Machines Corporation (IBM) and the Customer agree that this Installment Payment Agreement supplements and amends the referenced Agreement for Purchase of IBM Machines and its referenced Supplement with respect to the following IBM machines, features, model upgrades, machine elements and/or accessories (hereinafter called "Machines" unless the context requires individual reference). IBM Plant Order or Purchase Machine Serial Model or Qty. Type Number (') Feature Description Price $ (Net Unit Prieej Amount $ 2 3380 ODCBJI'd BE4 Direct Access Storage 72,000.00 144,000.00 ODCl3JP 1 3480 ODCBJQ A22 Control Unit 49,140.00. 49,140.00 3 3480 ODCBJR B22 riagnetic Tape Unit 37,490.00 112,470.00 . ODCBJS ODCBJT (°) An ""' indicates Machine Serial Number. TOTAL: $ 305 ,.610.00 StatBm:rnt of Transaction 1. Cash Price (if this were a cash sale) ................................................... $ 305,610.00 2. Trade-!,•3 -Allowance Credit (from IBM trade-in agreement) ...................... ....... $ 0.00 3. Cash Down Payment ......... .......... ..................................... .. $ 0.00 $ 0'00 4. Total DownPayment(Sumofltems2and3)............••• ••••••••••••••••••-••••-•- 4 It i $ 305,610.00 5. ) .................................... em nus Unpaid Balance of Cash Price (Item 1 m ' $ 0.00 6. faxes, if applicable ................................................... State and Local ' $ 305 , 61.0.00 7 . 8. Amount to be Financed (Sum of Items 5 and 6) ....... , , , , FINANCE CHARGE (Time Price Differential on Item 7). Finance Charge consists 84 % , f 7 E $ 62 = 383 . ZO , , , , , , , , , , , • , , , , , , , , , . , . o of interest at an ANNUAL PERCENTAGE RAT 9. Tax on Finance Charge, if applicable, (payable in first installment} ....................... $ 0.00 367,993.20 10. Total Amount of Remaining Payments (Sum of Items 7, 8 and 9) ......................... $ 11. "Total Time Sale Price (Sum of Items 4 and 10) ................................ ...... $ 367'-993' 20 a.~2a2~e~-o3 (Rev. o~isa) -~ F~age i of 4 Payments The Customer agrees to pay the Cash Down Payment, if any, (a) upon the Date of Installation of the Machines or (b) with respect to installed Machines, on the Effective Date of Purchase, and agrees to pay the Total Amount of Remaining Payments in consecutive Periodic Payments, including Finance Charge, for the Fiscal Periods as set forth below in either Payment Plan I or Payment Plan 11. PAYMENT Pt~1N 1 Periodic Payment Finance Charge Fiscal (Annual) (Included in Period (Biennial) Payment) 'a The Customer may, at any time, pay in advance the fait amount due hereunder .and the Finance Charge wilt be adjusted by IBM to reflect the shorter payment period. Alt remittances are to be made to the IBM Branch Office address listed herein unless otherwise requested by IBIVI. Assignments This Installment Payment Agreement is not assignable by the Customer, nor may the Customer sell, transfer, sub- stantially modify, relocate or dispose of any or all of the Machines without prior written permission of IBM. to no} event may the Machines be relocated outside the United States. Any attempted assignment or transfer by the Customer of any of the rights, duties or obligations of this Installment Payment Agreement is void. 2 Custa~mer's Covenants The Customer covenants and agrees that (a) it will not 3 create, assume, or voluntarily suffer to exist, without givine~ IBM at least 15 calendar days' prior written notice, any 4 mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any oral) of the Machines; (b) itwi t 5 keep the Machines in good repair and operating condition;. (c) it will promptly pay all taxes, interest and other charges when levied or assessed upon the Machines or their 6 operation or use, or upon tBM, exclusive of taxes based on IBM's net income, in connection with this Installmena PAYf~1ENT PLAN !! Payment Agreement; (d) it will promptly satisfy alt liens against the Machines; and (e) there are no mortgages, Total Finance pledges, encumbrances, security interests, liensorcharges. Periodic Payment Charge for of any kind by any party other than IBM or assigns upon the (Total of Monthly Fiscal Period machines on which features, mode! upgrades,. machine Fiscal Payments for Monthly (included in elements or accessories .will be installed sub ect to this Period Fiscal Period) Payment Payments) 1 insta{Iment Payment Agreement. 1 49,065.76 6133.22 13,116.75 2 73,598.64 6133,22 19,214.80 3 73,598.64 6133.22 14,794.52 4 73,598.64 6133.22 10,014.95 5 73,598.64 6133.22 4,846.91 6 24,532.88 6133.22 395.27 The Periodic Payment for Period 1, which includes the Tax on Finance Charge, if applicable, is due. on the first business day of the month following the Date of Installation or the Effective Date of Purchase, and the Periodic Pay- ments for Periods 2 through 6 -are due on the first business day of each succeeding Fiscal Period. If Payment Plan I has been chosen, payments must be made in full on the due dates. If Payment Pfan II has been chosen, payments must be made in equal consecutive monthly installments, except that thefirst installmentwill includethe Tax an Finance Charge, if applicable; beginning on the due dates and continuing on the corresponding day of each month of each Fiscal Period until fully paid. Payments include Finance Charge in the appropriate amount in- dicated above. The Customer having been offered the choice of pur- chasing at the foregoing Cash Price (plus applicable State and Local Taxes) or at the Total Time Sale Price has elected to purchase at such Total Time Sale Price. Msurance The Customer further agrees to procure and maintain f re insurance with extended coverage against loss, theft,. damage to or destruction of the Machines for the fuck insurable value thereof for the duration of this Installment Payment Agreement, the policy for such insurance being endorsed to show loss payable to IBM and assigns as respective interests may appear. Upon request, acertificate of such insurance will be furnished to IBM or assigns. Any proceeds received directly by IBM under such insurance shall be credited to the payment required from the Custo- mer pursuant to the Section entitled "Casualty Occur- rences." Casualty Occurrancas A Casualty Occurrence shall be deemed to exist if any o the Machines shall be lost, stolen, irreparably damaged or destroyed or otherwise rendered permanently unfit for use from any cause whatsoever prior to the payment in full of the Total Time Sale Price. To the extent permitted by law,:. the Customer shall promptly pay to IBM a sum equal to the aggregate Casualty Value of such Machines. The Casualty Value of each Machine suffering a Casualty Occurrence shall be the sum of the unpaid balances of the State and Local Taxes, Unpaid Balance of Cash Price and Finance Charge at the time of such Casualty Occurrence and attributable to such Ma ;hive. The Finance Chargeshalt be adjusted by IBM to reflect the shorter payment period:'. Any money so paid shall be applied by IBM to reduce installments thereafter falling due so that such installments represent only the payments due for the remaining Ma- chit, .ny excess insurance payments received by IBM shall oe credited to the Customer. Ev®nts o1 Detautt Any one or more of the following are Events of Default: (a) the Customer fails to pay when due any amount required to be paid by the Customer hereunder and such failure shall continue for a period of seven days after the due date, except as provided in the Section entitled "Funding"; (b) the Customer fails to procure and maintain insurance as required in this Installment Payment Agreement; (c) the Customer fails to perform any other provisions hereunder or violates any of the covenants or agreements made by the Customer hereunder, and such failure or breach shall continue for a period of 15 days after written notice is received by the Customer from IBM; or (d) any insolvency proceedings of any character, voluntary or involuntary, shall be instituted by or against the Customer. Any failure of IBM to require strict performance by the Customer or any waiver by IBM of any provision of this Installment Payment Agreement shall not be construed as a consent or waiver of any other breach of the same or of any other provision. Remedies if an Event ~of Default shall have occurred and be continuing, IBM or assigns may, to the extent permitted by law, (a) recover from the Customer any and all amounts then due and to be become due; (bj take possession of any or all of the Machines, wherever located, without demand or notice and without any court order or other process of law, or render them unusable, and retain aN prior payments as partial compensation for their use and depreciation; (c) ragraire the Custamer to assemble the Machines and make them available to IBM, freight prepaid, at any place in the continerrtai United States specified by IBM; and/or (d) incur reasonable attorney's fees and legal expenses in exercising any of its rights ar~d remedies upon default which the Customer hereby agrees to pay. Upon repossession of such Machines, IBM may sell, lease or otherwise dispose of any or a!I of the Machines in a commercially reasonable manner, with or without notice and by public or private proceedings, and apply the net proceeds thereof towards the amounts due under this Installment Payment Agree- mentafter deducting the reasonable expenses of retaking, holding and preparing for such disposition and deducting reasonable attorney's tees and legal expenses. IE, .pay to the Customer any portion of the net proceeds in ~;xcess of the unpaid Total Time Sale Price. In the event IBM repossesses and removes a feature, model upgrade, machine element or accessory, it shall be the Customer's responsibility to restore any remaining information processing equipment to good working order. The Customer agrees that IBM shall have no liability far damages caused by the repossession of such a feature, model upgrade, machine element or accessory or by the. Customer's failure to fulfill such responsibilities. Further, IBM shall have no obligation to reimburse the Customer, user or any other secured party for the. cost of repair resulting from such removal. IBM may pursue any other remedy available at taw ar in equity, including, but not limited to, seeking. damages,. specific performance and an injunction. No right or remedy is exclusive of any other provided herein or permitted by law or equity. All such rights and remedies shall be cumulative and may be enforced. concurrently or individ- ually from time to time. Funding Since the Customer intends to request the appropriation of funds periodically to be paid for the Machines, if funds. are not appropriated for the Customer for such Periodic Payment for any future Fiscal Period, the Customerwill not be obligated to pay the remainder of the Total Tme Sale Price due beyond the end of the then current Fscal Period... Such event will not constitute an Event of Default. The Customer agrees to notify IBM in writing of such nonappro- priation at the earliest possible time. In the event that funds are not appropriated as provided above and the Customer is unable to make further frag- ments due under this.. Installment Payment Agreement beyond the end of the then current Fiscal Period, IBM will,. within a reasonable time after the end of such Period, enter and take the Machines from the Customer's premises and will retain all sums previously paid by the Customer to iBM as partial compensation for machine use and depreciation; provided, however that upon the Customer's request, the Customer may, prior to such repossession, retain the Machines during a reasonable period agreed to by IBM at a monthly charge designated by IBM, beginning on the first day following the -ast Fiscal Period for which payment has been made hereunder. Page 3 of R r Security Interest and Location of 1Vlachlnas To secure the payment of the Total Time Sale Price, IBM reserves a purchase money security interest in each of the Machines, and the Customer hereby grants a security interest in any substitutions, replacements, accessions, and additions thereto and the proceeds thereof. Such interest shall be satisfied by payment in full of the Total Time Sale Price. A copy of this Installment Payment Agreement may be filed with appropriate state and local authorities, at any time after signature by the Customer, as a financing statement in order to perfect IBM's security interest. Such filing does not constitute acceptance of this Installment Payment Agreement by IBM. The Customer also shall execute from time to time, alone or with IBM, any financing statements or other documents and do such other act or acts considered by IBM to be necessary or desirable to perfect or protect the security interests hereby created. The Machines shall remain personal property, not become fixtures to real property, and be kept at: 1201 Leopard (Street address) Car~.us~ ~,~.; Gt; Nueces Texas (City) (County) (State) where IBM may inspect them at any reasonable time. Genaraf If the Net Unit Price for any Machine is adjusted as provided in the referenced Agreement, or the trade-in allowance for any trade-in equipment is adjusted as pro- vided in an applicable IBM trade-in agreement, Items No.1 through 11 in the Statement of Transaction and the Payments herein agreed to be paid shall be adjusted, and this Installment Payment Agreement shall be deemed to be amended arcordingiy. The terms and Conditions of this Installment Payment Agreement shall prevail notwithstanding any variance with the terms and conditions of the referenced Agreement. Should this Installment Payment Agreement and/or the referenced Agreement be held by the courts to be invalid or unenforceable, the parties agree that the Machines _ ...~I be deemed to have been installed under IBM's State and local Government Lease Plan pursuant to the terms and condi- tions of IBM's applicable agreement and/or amendment at IBM's applicable Lease Plan Monthly Charges, comment- ing with the Date of Installation or the Effective Date of Purchase of the Machines. For the period. prior to such holding, IBM shall credit to the applicable Lease Plan Monthly Charges the amounts paid by the Customer to IBM under this Installment Payment Agreement and amounts paid by the Customer for maintenance, property taxes and insurance. Any excess credits will be refunded to the Customer, and any deficiency shall be due to IBM; but in no event shall any amount be due to IBM in excess of funds. appropriated. In tho event that the affected Machines are not available from IBM under a lease or rental agreement,. at the time of such holding, the Customer and IBM will agree upon a fair and egt~atable Lease Plan Monthly Charge far the period prior to at~d following such holding and, other- wise, the provisions of this Section shall apply. If any pravisian or provisions of this Installment Payment Agreement shall be k-efd to be invalid, illegal or unenforce- able, and the preceding paragraph does not apply,. the. validity, legality and enforceability of the remaining provi- sions shall not in any way be affected or impaired thereby... THE CUSTOMER A+Gt4NO1ryLEDGESTRAT THE CUSTO- MER HAS READ THIS AGREEMENT, UNDERSTANDS IT, AGREES TO BE 1~OUND BY ITS TERMS AND CON- DITIONS, AND BY THE CUSTOMER'S SIGNATURE BELOMI, ACKNOWLEDGES THAT THE CUSTOMER IS LEGALLY AUTIiORIED TO ENTER INTO THIS AGREE- MENT. FURTHER,. ~'HE CUSTOMER AGREES THAT THIS INSTALLMENT PAYMENT AGREEMENT, THE REFERENCED AGf~EEMENT AND SUPPLEMENT AND ANY APPLICABLE 1',F3M TRADE-iN AGREEMENT COI3- STITUTE A SINGLE AGREEMENT AND THE COM- PLETE AND EXGLE~SfVE STATEMENT OF THE AGREE- MENT BET1iVEEN Tt-6E CUSTOMER AND IBM, WHIC!-d SUPERSEDES ALL.. PROPOSALS OS~ .PRIOR AGREE- MENTS, ORAL OR VtiRITTEN, AND ALL OTHER COM- MUNICATIONS BET~JUEEN THE PARTIES RELATING TO THE SUI3JEGT BATTER HEREOF. Received by IBM at -.--...Corpus--Christi. ~~ND4--------------- Branch Office Name/Number Managers Signature Name (Type or Print) Data ~cceptad by: Internatiortai Business Machines Corporation ~>ny-.-o_.-Co z~us---Ohrist»i...--------------•---------- Customer By - ---•------•-----•--...-•----------••---°----...--.. ---- ---------------------------~-Authorized Signature Name {Type or Print) Date Authorized Signature .-------__._ Date Name (Type or Print) PLEASE PRESS FIRMLY WITH BALL POINT PEN ON A HARD SURFACE k{)R MAXIMUM LEGIBILITY.