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HomeMy WebLinkAboutReso 1990-346 - Approving the installment payment agreement dated june 19, 1990 • RESOLUTION NO. 92.:240, A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF REDDING APPROVING THE INSTALLMENT PAYMENT AGREEMENT DATED JUNE 19 , 1990 , IN THE AMOUNT OF $41 ,531 . 45 , BETWEEN THE CITY OF REDDING AND INTERNATIONAL BUSINESS MACHINES CORPORATION, REFERENCE AGREEMENT NO. G720172 , CUSTOMER NO. 7495958 , FOR TWO PS/2 MODEL 80 COMPUTERS , AND AUTHORIZING THE MAYOR TO SIGN ALL NECESSARY DOCUMENTATION. WHEREAS, with the expansion of Computer Aided Drafting within the Public Works and Planning Departments , the imple- mentation of the Geographical Database for the GIS project, and the establishment of the Local Area Network, the Director of Information Systems has advised that it is to the City' s advantage to procure two PS/2 Model 80 computers to be used as servers; and WHEREAS, these computers would store the data to be shared amongst eight personal computers via the Local Area Network, and would allow shared use of the plotter and laser printers between different department; and WHEREAS , presented herewith is an Installment Payment Agreement with IBM, calling for a total expenditure of $41 ,531 . 45 to be paid in 48 installments of $821 . 15 per month; NOW, THEREFORE, IT IS HEREBY RESOLVED by the City Council of the City of Redding as follows: 1 . That the City Council of the City of Redding hereby approves the Installment Payment Agreement dated June 19 , 1990 , Reference Agreement No. G720172 , Customer No. 7495958 , between s the City of Redding and International Business Machine Corporation in the amount of $41 , 531 . 45 , a true copy of which is attached hereto and incorporated herein by reference, on the terms and conditions stated therein. I?a 111 • 2 . That the Mayor of the City of Redding is hereby authorized and directed to sign said Agreement and all necessary documentation on behalf of the City of Redding in connection therewith, and the City Clerk is hereby authorized and directed to attest the signature of the Mayor and to impress the official seal of the City of Redding thereto. I HEREBY CERTIFY that the foregoing Resolution was introduced and read at a regular meeting of the City Council of the City of Redding on the 17th day of July , 1990 , and was duly adopted at said meeting by the following vote: AYES: COUNCIL MEMBERS: Arness, Fulton, Moss & Buffum NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: Dahl ABSTAIN: COUNCIL MEMBERS: None (- //4L / - & . ,e/x5-2( NANCY,BUFFUM, ayor City of Redding ATTEST: A �� ETHEL A. NICHOLS , City Clerk FOAPPROVED: -fid . RA 'TALI, A. HAYS, City Attorney -2- 1'i ` International Business MachinesOporation • Armonk, New York 10504 Installment Payment Agreement (State and Local Government) Name and Address of Customer: Reference Agreement No.: G720172 City of Redding Engineering Department Reference Supplement Dated: 06/19/90 760 Parkview Avenue ,IIRedding, CA 96001-3396 Agreement No.: IBM Branch Office Address: IBM Branch Office No.: DH4 520 Capitol Mall Sacramento, CA 95814 Customer No.: 7495958 . 1 International Business Machines Corporation (IBM)and the Customer agree that this Installment Payment Agreement supplements and amends the referenced Agreement for Purchase of IBM Machines and its referenced Supplement with respect to the following IBM machines, features, model upgrades, machine elements and/or accessories (hereinafter • called "Machines" unless the context requires individual reference). IBM Plant Order or Purchase Machine Serial Model or Price$ Qty. Type Number(') Feature Description (Net Unit Price) Amount$ 2 8580 1ZGMGJ A31 PS/2 Mod 80 386 25 MHZ 15,329 30,658.00 1ZGMRJ 2 8514 1ZGMGK *001 PS/2 Color Display 1,020 2,040.00 1ZGMRK 2 8228 1ZGMGL 001 Multistn Access Unit 581 1,162.00 1ZGMRL I, Ii II I (•) An "*"indicates Machine Serial Number. TOTAL: $ 33,860.00 li Statement of Transaction Ilk 1. Cash Price (if this were a cash sale) $ 33,860.00 CI I 2. Trade-In Allowance Credit (from IBM trade-in agreement) $ NA I,i l 3. Cash Down Payment $ NA 4. Total Down Payment (Sum of Items 2 and 3) $ NA i 1' 5. Unpaid Balance of Cash Price (Item 1 minus Item 4) $ 33,860.00 I; 6. State and Local Taxes, if applicable $ 2,116.25 7. Amount to be Financed (Sum of Items 5 and 6) $ 33,860.00 8. FINANCE CHARGE (Time Price Differential on Item 7). Finance Charge consists I of interest at an ANNUAL PERCENTAGE RATE of 8.00 % $ 5,555.20 i 9. Tax on Finance Charge, if applicable, (payable in first installment) $ NA i 10. Total Amount of Remaining Payments (Sum of Items 7, 8 and 9) $ 41,531 .45 11. Total Time Sale Price (Sum of Items 4 and 10) $ 41 ,531 .45 Z120-2791-03(Rev.07/84) 1 Page 1 of 4 I ,Payments The Customer m any time, pay in advance the full i,I . The Customer agrees to pay the Ca Down Payment, amount due hereun., and the Finance Charge will be .4' if any, (a) upon the Date of Installation of the Machines or adjusted by IBM to reflect the shorter payment period. (b) with respect to installed Machines, on the Effective All remittances are to be made to the IBM Branch Office 1 Date of Purchase, and agrees to pay the Total Amount of address listed herein unless otherwise requested by IBM. Remaining Payments in consecutive Periodic Payments, including Finance Charge,for the Fiscal Periods as set forth Assignments ! below in either Payment Plan I or Payment Plan II. • This Installment Payment Agreement is not assignable by PAYMENT PLAN I the Customer, nor may the Customer sell, transfer, sub- ' stantially modify, relocate or dispose of any or all of the I Periodic Payment Finance Charge Machines without prior written permission of IBM. In no .itFiscal (Annual) (Included in event may the Machines be relocated outside the United ,1 Period (Biennial) Payment) States. Any attempted assignment or transfer by the iCustomer of any of the rights, duties or obligations of this I ' 1 Installment Payment Agreement is void. 2 Customer's Covenants The Customer covenants and agrees that (a) it will not 3 create, assume, or voluntarily suffer to exist,without giving il ! IBM at least 15 calendar days' prior written notice, any 4 mortgage, pledge, encumbrance, security interest, lien or charge of any kind upon any or all of the Machines;(b)it will 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 I 6 operation or use, or upon IBM,exclusive of taxes based on 1 IBM's net income, in connection with this Installment i! PAYMENT PLAN II Payment Agreement; (d) it will promptly satisfy all liens against the Machines; and (e) there are no mortgages, Total Finance pledges,encumbrances,security interests, liens or charges Periodic Payment Charge for of anykind (Total of Monthly Fiscal Period by any party other than IBM or assigns upon the i Fiscal Payments for Monthly (Included in machines on which features, model upgrades, machine II Period Fiscal Period) Payment Payments) elements or accessories will be installed subject to this l i Installment Payment Agreement. 'I f' 1 9,032.65 821 .15 2,019.07 Insurance i 2 9,853.80 821 .15 1,858.79 The Customer further agrees to procure and maintain fire insurance with extended coverage against loss, theft, 3 9,853.80 821.15 1 ,195.20 damage to or destruction of the Machines for the full insurable value thereof for the duration of this Installment Payment Agreement, the policy for such insurance being 4 9,853.80 821.15 476.56 endorsed to show loss payable to IBM and assigns as respective interests may appear. Upon request,a certificate 5 821 .15 821 .15 5.58 of such insurance will be furnished to IBM or assigns.Any proceeds received directly by IBM under such insurance 6 shall be credited to the payment required from the Custo- mer pursuant to the Section entitled "Casualty Occur- rences." 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 Casualty Occurrences or the Effective Date of Purchase. and the Periodic Pay- A Casualty Occurrence shall be deemed to exist if any of ments for Periods 2 through 5 are due on the first the Machines shall be lost, stolen, irreparably.damaged or business day of each succeeding Fiscal Period. If Payment destroyed or otherwise rendered permanently unfit for use Plan I has been chosen, payments must be made in full on from any cause whatsoever prior to the payment in full of the due dates. If Payment Plan H has been chosen, the Total Time Sale Price. To the extent permitted by law, payments must be made in equal consecutive monthly the Customer shall promptly pay to IBM a sum equal to the installments,except that the first installment will include the aggregate Casualty Value of such Machines. Tax on Finance Charge, if applicable, beginning on the due The Casualty Value of each Machine suffering a Casualty dates and continuing on the corresponding day of each Occurrence shall be the sum of the unpaid balances of the month of each Fiscal Period until fully paid. Payments State and Local Taxes, Unpaid Balance of Cash Price and include Finance Charge in the appropriate amount in- Finance Charge at the time of such Casualty Occurrence dicated above. and attributable to such Machine.The Finance Charge shall The Customer having been offered the choice of pur- be adjusted by IBM to reflect the shorter payment period. chasing at the foregoing Cash Price (plus applicable State Any money so paid shall be applied by IBM to reduce and Local Taxes) or at the Total Time Sale Price has elected installments thereafter falling due so that such installments f' to purchase at such Total Time Sale Price. represent only the payments due for the remaining Ma- Z120-2791-03(Rev.07/84) Page 2 of 4 U/M 025 9 chines. Any excess insurance payment eived by IBM reasonable attorney's and legal expenses. IBM will pay shall be credited to the Customer. to the Customer any p on of the net proceeds in excess of the unpaid Total Time Sale Price. Events of Default In the event IBM repossesses and removes a feature, Any one or more of the following are Events of Default: (a) model upgrade, machine element or accessory, it shall be the Customer fails to pay when due any amount required to the Customer's responsibility to restore any remaining be paid by the Customer hereunder and such failure shall information processing equipment to good working order. continue for a period of seven days after the due date, The Customer agrees that IBM shall have no liability for except as provided in the Section entitled"Funding"; (b)the damages caused by the repossession of such a feature, Customer fails to procure and maintain insurance as model upgrade, machine element or accessory or by the required in this Installment Payment Agreement: (c) the Customer's failure to fulfill such responsibilities. Further, Customer fails to perform any other provisions hereunder IBM shall have no obligation to reimburse the Customer, . or violates any of the covenants or agreements made by the user or any other secured party for the cost of repair ! Customer hereunder, and such failure or breach shall resulting from such removal. continue for a period of 15 days after written notice is IBM may pursue any other remedy available at law or in received by the Customer from IBM; or (d) any insolvency equity, including, but not limited to, seeking damages, proceedings of any character, voluntary or involuntary, specific performance and an injunction. No right or remedy �" shall be instituted by or against the Customer. is exclusive of any other provided herein or permitted by Any failure of IBM to require strict performance by the law or equity. All such rights and remedies shall be ' Customer or any waiver by IBM of any provision of this cumulative and may be enforced concurrently or individ- Installment Payment Agreement shall not be construed as a ually from time to time. consent or waiver of any other breach of the same or of any other provision. Funding Since the Customer intends to request the appropriation Remedies of funds periodically to be paid for the Machines, if funds If an Event of Default shall have occurred and be are not appropriated for the Customer for such Periodic continuing, IBM or assigns may, to the extent permitted by Payment for any future Fiscal Period,the Customer will not law, (a) recover from the Customer any and all amounts be obligated to pay the remainder of the Total Time Sale • then due and to be become due; (b) take possession of any Price due beyond the end of the then current Fiscal Period. • or all of the Machines,wherever located,without demand or Such event will not constitute an Event of Default. The notice and without any court order or other process of law, Customer agrees to notify IBM in writing of such nonappro- or render them unusable, and retain all prior payments as priation at the earliest possible time. partial compensation for their use and depreciation; (c) In the event that funds are not appropriated as provided require the Customer to assemble the Machines and make above and the Customer is unable to make further pay- them available to IBM, freight prepaid, at any place in the ments due under this Installment Payment Agreement continental United States specified by IBM;and/or(d)incur beyond the end of the then current Fiscal Period, IBM will, reasonable attorney's fees and legal expenses in exercising within a reasonable time after the end of such Period,enter o any of its rights and remedies upon default which the and take the Machines from the Customer's premises and jCustomer hereby agrees to pay. Upon repossession of will retain all sums previously paid by the Customer to IBM such Machines, IBM may sell, lease or otherwise dispose of as partial compensation for machine use and depreciation; any or all of the Machines in a commercially reasonable provided, however that upon the Customer's request, the manner, with or without notice and by public or private Customer may, prior to such repossession, retain the proceedings, and apply the net proceeds thereof towards Machines during a reasonable period agreed to by IBM at a 1 the amounts due under this Installment Payment Agree- monthly charge designated by IBM, beginning on the first ment after deducting the reasonable expenses of retaking, day following the last Fiscal Period for which payment has holding and preparing for such disposition and deducting been made hereunder. I ' i • f 'f Page 3 of 4 Security' Interest and Location of Mace unenforceable,the pie agree that the Machines shall be To the payment of the Time Sale deemed to have been installed under IBM's State and Local :W reserves a securepthe payse money she Totalurity interest est in Price,c oIBM the Government Lease Plan pursuant to the terms and condi- and the Customer hereby a tions of IBM's applicable agreement and/or amendment at Machines,in anysubstitutions,Customer hereby grants,accessions,asecurity and IBM's applicable Lease Plan Monthly Charges, commenc- interestadditions thereto and the proceeds thereof. Such interest Ing with the Date of Installation or the Effective Date of shall be satisfied by payment in full of the Total Time Sale Purchase of the Machines. For the period prior to such Price. A copy of this Installment Payment Agreement may holding, IBM shall credit to the applicable Lease Plan d be filed with appropriate state and local authorities, at any Monthly Charges the amounts paid by the Customer to IBM time after signature by the Customer, as a financing under this Installment Payment Agreement and amounts statement in order toe perfect IBM's security inta est. Such paid by the Customer for maintenance, property taxes and insurance. Any excess credits will be refunded to the filing does not constitute acceptance of this Installment Customer,and any deficiency shall be due to IBM;but in no Payment Agreement by IBM. The Customer also shall event shall any amount be due to IBM in excess of funds execute from time to time,alone or with IBM, any financing appropriated. In the event that th'e affected Machines are I. statements or other documents and do such other act or not available from IBM under a lease or rental agreement,at acts considered by IBM to be necessary or desirable to the time of such holding, the Customer and IBM will agree perfect or protect the security interests hereby created.The upon a fair and equitable Lease Plan Monthly Charge for Machines shall remain personal property, not become the period prior to and following such holding and, other- fixtures to real property, and be kept at: wise, the provisions of this Section shall apply. If any provision or provisions of this Installment Payment 760 Parkview Avenue Agreement shall be held to be invalid, illegal or unenforce- (street address) able, and the preceding paragraph does not apply, the Redding CA validity, legality and enforceability of the remaining provi- tc tyi (County) (State) sions shall not in any way be affected or impaired thereby. THE CUSTOMER ACKNOWLEDGES THAT THE CUSTO- where IBM may inspect them at any reasonable time. MER HAS READ THIS AGREEMENT, UNDERSTANDS General IT, AGREES TO BE BOUND BY ITS TERMS AND CON- DITIONS, AND BY THE CUSTOMER'S SIGNATURE If the Net Unit Price for any Machine is adjusted as BELOW, ACKNOWLEDGES THAT THE CUSTOMER IS I provided in the referenced Agreement, or the trade-in LEGALLY AUTHORIZED TO ENTER INTO THIS AGREE- , allowance for any trade-in equipment is adjusted as pro- MENT. FURTHER, THE CUSTOMER AGREES THAT vided in an applicable IBM trade-in agreement, Items No. 1 THIS INSTALLMENT PAYMENT AGREEMENT, THE through 11 in the Statement of Transaction and the REFERENCED AGREEMENT AND SUPPLEMENT AND Payments herein agreed to be paid shall be adjusted, and ANY APPLICABLE IBM TRADE-IN AGREEMENT CON- this Installment Payment Agreement shall be deemed to be STITUTE A SINGLE AGREEMENT AND THE COM- amended accordingly. PLETE AND EXCLUSIVE STATEMENT OF THE AGREE- The terms and conditions of this Installment Payment MENT BETWEEN THE CUSTOMER AND IBM, WHICH Agreement shall prevail notwithstanding any variance with SUPERSEDES ALL PROPOSALS OR PRIOR AGREE- the terms and conditions of the referenced Agreement. MENTS, ORAL OR WRITTEN, AND ALL OTHER COM- Should this Installment Payment Agreement and/or the MUNICATIONS BETWEEN THE PARTIES RELATING referenced Agreement be held by the courts to be invalid or TO THE SUBJECT MATTER HEREOF. Received by IBM at Sacramento/DH4 Branch Office Name/Number By Managers Signature Name (Type or Print) Date Accepted by: City of Redding International Business Machines Corporation Engineering Department Customer By By Authorized Signature Authorized Signature Name (Type or Print) Date Name(Type or Print) Date PLEASE PRESS FIRMLY WITH BALL POINT PEN ON A HARD SURFACE FOR MAXIMUM LEGIBILITY. 2120.2781-03(Rev.07/84) unr 025 Page 4 of 4