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HomeMy WebLinkAboutOrd 3042 09/02/1980 RDINANCE NO. 3042 WH] th~ re: wh: WHt WHt the and ~fHI pre in WH5 pre WH5 fo~ ad( the coH NO% of SE£ 8/12/80 LEAS, the Equipment will serve the public and corporate purposes which the Village is organized; and tEAS, the Village, in the exercise of its home rule authority, power to purchase real and pers0nal property for public purpose~ REAS, the Village proposes to use the Equipment to provide the da sessing capacity for the Village to meet its data processlng nee( the area of Village administration; and REAS, the use of the Equipment for the purpose aforesaid is a per public purpose; and LEAS, International Business Machines Corporation (hereinafter ~rred to as "IBM") has agreed to sell the Equipment to the Villa a purchase price of $72,689.00; and tEAS, the Village, pursuant to its home rule authority, has ~ted Ordinance No. %~qg providing for the borrowing of funds f~ purchase of personal property and executing promissory notes in ~ection therewith. , THEREFORE, BE IT ORDAINED by the President and Board of Truste~ ~he Village of Mount Prospect, Cook County, Illinois as follows: ?ION ONE: The foregoing recitals are incorporated herein as fir SEC .and --all of pr¢ SEC the agz the t. ha SE( the flings by the President .and Board of Trustees of the Village. ~ION TWO: It is hereby determined that it is advisable, necessa: in the public interest that the Village purchase, pursuant to agreement between the Village and IBM providing for the purchase hhe Equipment for a purchase p~ice of $ 72,689.00 the persona[ perty described on Exhibit A. ~ION TPiREE: The Board of Trustees of the Vil!age hereby author: Village President to sign and the Village Clerk to attest an ~ement in substantially the same form as Exhibit A hereto for purchase of the Equipment. PION FOUR: The President and Board of Trustees of the Village the borrowing of money to allow the purchase of the Equipment ~ssary for the welfare of the governmenta'l affairs of the Villag is in the Public interest. 7ION FIVE: For the purpose of providing the funds to purchase Equipment, the Village shall borrow $73,000.00 from Countryside at an interes% rate of six and three Cuarters percent (6-3/4%) AN ORDINANCE AUTHORIZING THE PURCHASE OF COMPUTER EQUIPMENT AND THE BORROWING OF $73,000.00 IN CO~ECTION THEREWITH EAS, it is deemed advisable, necessary and in the public interest t the Village of Mount Prospect, Cook Count~, Illinois (hereinafter ~rred to as the "Village") accuire the personal property listed ~n [bit A, attached hereto and i~corpo'rated herein by this reference. 2h shall be referred to hereinafter as the "Equipment;" and ith ment semi on N ther~ prin, year to a~ here' exec' inc~ the principal and interest on such debt to be pa~able in install : for a period of four (4) years. Such debt shall be payable · annually commencing on May 1, 1981 and continuing thereafter ~Vember ! and Hay 1 and shall continue each and every year a=te~ t° and including 1984. The total amounts to be paid for 'ipal and interest on such debt in each of the Village's fiscal commencing in 1981 and continuing each and every year thereafte .d including 1984 are set forth on Exhibit B which is attached o and incorporated herein by this reference. The Village shall .te any and all documents required in connection with the Village ring such debt, including, but not limited to, a promissory note~ SECJ ion SIX: The principal and interest on such indebtedness shall be p. id from general corporate revenues of the Village and such indei~tedness shall be backed by the full faith and credit of the Vi!!~ ge. Such indebtedness shall be unsecured. SECTiiON SEVEN: The Village President and Village Clerk of the Vill~ 'e are hereby authorized and directed to do any and all things nece{sary and essential, inClUding the execution of any documents and ~ollateral agreements necessary to carry out the provisions of Said la · ~ greement attached hereto as EXhibit A The Vil!a~e-~reskdent and ~he Village Clerk of the V!llage are also hereby authorized and diredted to execute a promissOrY note in substantially the same form as E:hibit C attached hereto and incorporated herein by this referen¢ and with SECTi effe( provJ Pass~ AYES NAYS ABSE] Appr¢ Attes~ Vi ny and all other required documents with the Co~ntryside Bank for the funds to be 'borrowed pursuant to and in accordance this Ordinance No. 3042 ON EIGHT: This Ordinance No. 3042 shall be in full force and % after its Passage, approval and publication in the manner ted by law. this 2nd day of September , 1980 Farley, Floros, Murauskis, RiChardson, Wattenberg None ?: Miller, KrauSe ~ed this 2nd day of September , 1980. .: age Clerk ApproVed: I~ternational Busine~ ~chines Corporation )nk, New York 10504 Agreement for Purchase of IBM Machines Branch Office Address: 2250 East Devon Avenue Des Plaines, I1 60018 Name and Address of Customer: Village of Mount Prospect 100 South Emerson St. Mount Prospect, I1 60056 Agreement No.: Branch Office No.: Customer No.: G52 9407513 The Customer agroes to purchase and International Business Machines Corporation (IBM) by its acceptance of this Agreement agrees to sell, in accordance with the following terms and conditions, the machines listed below. Under such terms and conditions, IBM will ]) sell machines to the Customer, 2) provide wan-anty service for machines and 3) as available, furnish programming and programming services, all as described herein. The Customer agrees to accept the machines, warranty service, programming and programming services under the terms and conditions of this Agreement. The Customer further agrees with respect to the machines and programming to aceept the responsibility for 1) their selection to achieve the Customer's intended results, 2) their use and 3) the results obtained therefrom. The Customer also has the responsibility for the selection and use of, and results obtained from, any other equipment, programs or services used with the machines and progrmnming. The term "machines" as used in this Agreement refers to machines and their features. This Agreement must be signed by the Customer and received by IBM on or before the Date of Installation of the machines. Payment in full for each machine shall be due upon the Date of Installation unless otherwise provided for in an 1BM Installment Payment Agree~nent between IBM and the Customer. The prices shown below are F.O.B. IBM Plant. All destination charges for each machine from a designated IBM location and any rigging charges willbe paid by the Customer in accordance with IBM '$ then current shipping and billing practices. In addition to the prices shown below, the Customer agrees to pay amounts equal to any taxes resulting from this Agremuent, or any activities hereunder, exclusive of taxes based on net income. Any personal property taxes assessable on the machines after delivery to the carrier shall be borne by the Customer. [ 'Machine' ~ I'-----Feature--~ Qty. Purchase Item Warramy (Each Price No. Qty. Type Model Category Description Machine) Number (Unit Price) Amount 1. 1 5340 D34 B Systems Unit $46,950.00 $46,950.00 5211/3262 Base Prtr At 1 lll0 567.00 567.00 5211 Printer Att 1 5811 567.00 567.00 2. 1 5211 002 B Printer 11,460.00 11~460.00 3. 1 5251 011 B Display Station 2,850.00 2,850.00 Cable Thru i 2680 115.00 115.00 Keyboard i 4600 350.00 350.00 4. 1 5251 011 B Display Station 2,850.00 2,850.00 Keyboard i 4600 350.00 350.00 5. 2 5251 0Il B Display Station 5,700.00 5,700.00 Cable Thru 1 2680 115.00 230.00 Keyboard 1 4600 350.00 700.00 Number of Continuation Sheets Included: 0 TOTAL $72,689.00 Z120-7086-14 (U/M 025) Rev. 7179 Please send all communications to IBM at its branch of 3C~ce address listed above unless notified to the contrary. SECTION I TITLE Provided this Agreement is accepted by' iBM. title to each machine passes to the Customer as of the date of shipment front IBM or the date of receipt of this Agreement by IBM. whichever is later. SECURITY INTEREST IBM reserves a purchase money security interest in each of the machines listed herein in the amoum of its purchase price. These interests will be satisfied by payment in frdl unless otherwise provided fbr in an IBM [nstallmant Payment Agreement. A topy ut this Agreement w 11 be filed on IBM's behalf with approprmte state authorities at any ttme 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 Agreed)edt by IBM. RISK OF LOSS OR DAMAGE During the period the ?nachines are tn transit or ~n possessmn of the Customer. up to and including the Date of Installation_ |BM and its insurers, if any, relieve the Customer of responsibility for a.ll risks of loss of or damage to the machines except for loss or damage caused by nuclear reaction, nuclear radiation or radioactive contamination for which the Customer is legally liable. After the Date of Installation. all risk~ of loss or damage shall bd on the Customer. ' ' IBM agrees to schedule each machine for shipment itt acco?dance ;,:itl/ ItBFs applicable shipmem sequence and will confirm in writing, and amand as necessary, the Customer's schedule. Prior to shipn.mm', IBM will make reasonable, accommddation to a delay requedted by ~}te Customer. PRICE PROTECTION PERIOD Prices. of the machines stated herein shall be ~ubj~ct to all'established price increases except those increases which become effecti,;'e during the three months immddi:~/tely prior to the date of machine shipmem. In the event thai the price of any machine stated herein is increased pursuant to :he terms of this pm-agraph, the Customer ilia) elec~ to mnninme /his Agreement as to that machine, or in its en irety, ut on wattea notice to IBM within one month of notification of/}~e price increase: otherwise, the higher prices shall be effectivd. [f IBM's estabrished price for any machine upon the Date of Installatio~ ~hall be lower than the pr ce [or such.mahhine stared in this Agreement, ~he Customer shall have the benefit of such lower price; P~.OGRAMM'tN¢ The term "p'rbgramn'aing:' as used in this Agreement shall mesh such programming as IBM may make generally available, from time to time. wit'tmut separate chgrge, for machines, of th'e types ordered by the Customer under this Agreement. IBM will furnish such programming as may be requested by the Custonler. The term '~programming services" shall mean such services as IB~I may generally make avaii~ble without separat~ charg~ in connection with programming, IBM will determine the programming services avail~ible and their dttration. The terms "programming" a~.d "programming services" do not includ6 IBM programs and servicds that are available for a separate charge or which are offered under separate written agreements. lNSTALLAT10N The Customer agrees to provide a suitable installation environment as specified in the appli~ibl~ II~M installatimi m~nual and to furnish all labor required for unpacking and' placing each machine in the desired location. Packagtng materials shall bethe property of the Customer. Machines pu~'chased tinder this A~'eemdht shall be ihsidlled as specified by II~M. The Date of Installation for a machine being installed will be the da}, Monday through Friday) following the day that i/the machine is installed. as specified by]lB:~l or 21 t.he machine is delivered to the Customer if the Customer fails to provide a suitable installation environment or elects to del~y installatlofi. IBM will .notify the Custginer of the Date of Installation of each machine. CONFIGURATION CHANGES B) a~reement between IBM and the Customer. changes in the configura- tion of machines described herein ma3,' be made prior to the date' of shipment, Thereafter. features and model conversions which are i'ietd installable may be ordered in writing b) the Customer under the Agreement for Purchase of IBM Features and Modtd Conversions. WARRANTIES ~ ~ '~ ' Machines purchased under this Agreement may he either newly manu- factured by IBM from new and serviceable used parts which are equivalent to new in performance m these machines_ or assembled bv IBM from setwiceable used par~s, or machines which have been previously installed IBM warrams that each machine will be in good working order on the Date of Installation and that it will confom~ to 1BM's official published specifi- cations. 1. Service and Parts Warranty The warranty period is one year tbr Warranty Category A machines and three months for Warranty Category B machines. The wan'duty period commences on the Date of Installation of the machine. Commencing on the Date of Installation of each machine and continuing for the duration of the warranb period. IBM agrees to. provide, at no additional charge to the Customer_ except as set forth in the. Sectioh entitled '~Exclusion, g," warranty service to keep the mgehines in, or r~s.tore the machines to. good working order. Thii warrant) service includes schedided prevantive maintenance based upon the specific needs of indi- -. vidual machines a~ determ~hed by mfI and tinsch~dul~d, on-call reinedial maintenance. Such maintenance will include lubrication, adjustments and replacement parts deemed necessaq, by IBM . Pat~s will be furnished on an exchange basis ahd the replaced parts become tlie propetxy p~ t_BM. Win'rant? service l~rovided under this Agreement does not assure uninter- rupted operation of th(: nmchincs. [BM nmy, al lis option, store on the Ctlslnmer's premmes matnt,'nancc equipment and/or parts that'lBM deems necessmw tc fulfill this Warranty. Durin~ the warramy period, engineering changes, determined applfcd-_. _ ble by 1~¥I, .will be controlled and installe¢ by nlm on the machine. Tkre.' Custo£ner may', by providing notice s. ubject t6 writter~ confirmation-by 1BM, elect to have only mandatory changes, as dcqerlnined by IBM - inst:all~d on machines. IBM shall have full and fre,- access to the machines to provide service thereon The Customer shall promplly inform IBM oJ[ any change in the machines' location during the x~arrant.~ period. If the wmTant5 period exp res on a Fr day or Saturday, it will be extended by eithe? two days or one day respeqtiyely, sq that the last d~5 of such warranty perioc~ will be on a Sunday. [I. Additional Warranty Provisions IBM further warrants that programming designated by IBM for use with h machine and for which programming services are available will conform to IBM~s official published specifications when shipped m, the Customei it properly used on such machine. Thereafter. IBM will provide programrmng services, subject to the provisions stated in the SEction entitled '"Program- ming." 'IBM does not warrant that the functions contained in the programming will operate in the combinations which may b~ select¢,d for use bv the Custdmer. or will meet the Customer's requiremants. ALI PROGRAMMING FOR WHICH NO PROGRAM- MING SERVICES ARE AVAILABLE IS DISTRIBUTED ON AN "AS IS" BASIS WITHOUT WARRANTY. IBM does not warrant that the operation of the machine or programming will be unimerrupted or error free_ or that all programmtng errors will be corrected. III. Exclusions The Warranties provided by IBM under this Agreement do not include: al repair of damage or ~ncrease in serwce nme caflsed-by failure to continually provide a suitable installation enwronmem with: all facilities. prescribed by the applicable iBf~ installation manual including, but not limited to. the failure fo provide, or the failure of. adequate electrical power, air conditioning or humidity control: b repair of damage or ~ncrease m service nme caused by the use o.f Ihe machines for other than data processing purposes fo_r whic~t designed: e~ repair of damage, replacement of parts [due to other than normal wear ~r repetitive service calls caused by the use 6f supplies: d} repair of damage or increase in service time caused by: accident: disaster, which shall include, but not be limited to. fire. flood, water, wind BM. Any attempt to as] of the rights, duties or obligations of this Agreemem without such c~nsent is void. This Agreement can only be modified hy a written agreement duly signed by persons authorized to sign agreements on behalf oF the Customer and of IBM _ and variance frmn the terms and conditions o£ this Agreement ~n any omer or other written notification from the Customer will be of no effect. The term ~qhis Agreement"'as used herein includes any applicable install- ment payment agreement, supplement or future written amendment made in accordance herewith. If any provismn or provisions of this Agreement shall be hem to be invalid, Hlegal or unenforeeable~ the validity, legality and enforcealSility of the rentaining provisions shall not in ~tny way be affe~:ted ~r intpaired thereby. IBM is nm responsibl~ for failure ~o fulfill its obligations under this Agreement due to causes beyond its control or. except as agreed herein, ro provide any services hereunder for machines or programming located outside the United States or Puerto ]Rico. Nn action_ regardless of tm'm_ arising out of this Agreemenl may be brought by either parly more than tua years after the cause of action has arisen, or. in the ease of non-payment, more than two years from the date of Ihe last pa) menl. If IBM ~quires Ihe signing hy the Cush)mer ol an Order Ccrlificali, ,~ fi,r IBM Machines fi~r an; of the machines covered b} Ibis Agreemem, su(:~ Order Certifi~;ation. ~[ong ~ilh ahv associaled Supl}lemcnt Io Order Ccr2~ Hfication for [BSI Machim~s .igned by the Customer. is herehy incorp.- rated in and made a pan ~f this Agrcemenl This Agreement Mil be governed by the laws of the State of New York. THE CUSTOMER ACKNOWLEDGES THAT THE CUS- TOMER HAS READ THIS AGREEMENT. UNDER- STANDS IT. AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS. FURTHER THE CUSTOMER AGREES THAT IT IS THE COMPLETE ~D EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES. ~ICH SUPERSEDES ALL PROPOSALS OR PRIOR AGREEMENTS. O~L OR ~ITTEN, ~D ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT. R. L. Seidell ........................ ........................ On Accepted by: International Business Machines Corporation By ......~l_ __. ~j:.!_ _~__ _[_ _~2. _/5_ ........................ :--- J. L. MYERS'authonzed.*,gnature ..... -lt,5~fOk~'--COh-ll~Gl~t~ ...................... Village of Mount Prospect ............ ....... ';9=1;? .............................. By-X ..... ~._.~.,~.__~_ _ _~_..~ ........... ~ .... ~ Authorized Signature .......... _Ca~o3~yn _3~, _ _~r aus ~ .................................... Name IType or I>rintt ASSET & BILLING CONTROL DEPAR~ . Mayor -~ ............................... Title Pil£$$ FIIIMLY WITH BAlL POINT PEN ON A HAl:iD SUIIFACE FOIl MAXIMUM LEGIBILITY. 4 a~d liglltning; transportation; neglect or misuse; alteraiions, which shall "include, but not be]imited to, any deviation from IBM's physical, mechani- cal or electrical machine design; attachments, which are defined as the mechanical, electrical or electronic interconnection to an 1BM machine of non-IBM equipmenl and devices not supplied b'~ IBM or IBM machines, except those IBM machines which are owned by IBM, under Ihe Service and Parts Warranty provision of an IBM purchase agreemm~t or under an IBM Mainlenan,ce Agreement; e) repair of damage or increase in service time caused by the conversion from one IBM model to another or the installation or removal of an IBM feati~re whenever any of the foregoing was performed by other than IBM. This exclusion shall apply only during the three months subsequent to the date of such machine modification; f) additional service time and replacement parts associated with the installation by IBM of an engineering change when such addifi onal service and parts are required due to the conversion from one IBM model to another {ir the installation or removal of an IBM feature whenever any, of the foregoing was performed by other than IBM: g} furnishing supplies or accessories, painting or refhfishing the machines or fl~rnishing material therefor, inspecting altered machines, making specificatiol~ changes or performing services connected with relo- cation f macl~incs or adding or removing accessories, attachments or other devices; h) electrical work externM to the machines .r mainlenance of acces- sories, aherations, attachments or other devices not ti~rnished by IBM; and [) such service which is impractical for IBM to render because of a]lera- tions in, or attachments to, the machines. THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES EXPRESS OR IMPLIED, IN- CLUDING,' BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. OTHER PRODUCTS AND SERVICES Ail maintenance and other sen'ice activities (including but not limited to activities excluded from the Warranties provided under this Agreement and those relating to pre-installation planning, inspections, relocation of machines, engineering changes and altered programming) which may be made available by IBM to the Customer at no additional charge or at [BM*s then applicable time and material charges, in connection with any machines or programming supplied under this Agreement shall be subject to the terms and conditions of this Agreement unless such activities are provided under another written agreement signed by the Customer and IBM . In addition to the machines, programming and services provided under this Agreement, IBM offers other products and services at separate charges under applicable written IBM agreements. IBM and the Customer agree that such products and services cannot be the subject of an oral agreemem. The Customer may contract with IBM for any such products or services as available, but only under the terms and eonditlons ota written agreement signed by the Customer and IBM. TRAVEL EXPENSE There will be no charge for travel expense associated with warranty service or programming service under this Agreement except that actual travel expense shali be charged in those instances where the site at which the machine is located is not normally accessible by private autonmbile or /~,~eheduled public transporlation. MAINTENANCE SERVICE AND PARTS Folh)wing expiration of the applicable warranp., period. IBM. if quested, will provid% at IBM's charges and terms then generally in effect. maintenance servich ~nd maihtenahce parts for the m/tehinb, k. fi~ long as such service and parts are generally available. ENGINEERING CHANGES A IBM will. upon request, furnish to the Customer. at IBM's prices then generally in effect, such engineenng changes as IBVI shall ha~:e available for sale and which ma} be suitable for use on. or in connection with. the machines. But IBM makes no representation thb. I engineermg changes which may be announced in the future will be suitable for use on, or in connection with, these machines. PA TENT AND COPYRIGHT INDEMNITY IBM will defend the Customer against a claim that machines or pro- gramming supplied hereunder iufringes a U.S. patent or copyright, or that the ma.:hmes operation pumuant to a current release and modification level of any programming supplied by IBM infringes a U.S. patent. IBM will pay resulting costs, damages and attorney'~ fees finally awarded provided tha~: a) the Customer promptly notifies 1BM in writing of the claim; and b) IBM has sole control of the defense and all related settlement negoti- ations. If such claim has occurred, m' in 1BM's opinion is likely to occur, the Customer agrees to permit IBM, at its option and expense either to proem'e for the Cuslomer ~he right to continue using the maehlnes or programming or to replace m' modif5 the same so Ihat they become non-infringing. If neither of the foregoing ahematives is reasonabl) available, the Customer agrees to return the machines or programming on written request by IBM. IBM agrees to grant ~he Customer a credit for returned machines as depreciated. The depreciation shall be an equal amount per 3ear over the life of the machines as established by IBM . IBM has no liability for any claim based upon Ihe combination, opera- titm or use of any machines or programming supplied hm'eunder with equipmenl or data not supplied by IBM or with anv program other than or in addition to programming supplied hy IBM, fi' sugh claim would have bqen avoided by use of anolher program whether e0pable of perforating the same or a dilferent function or resuh. IBM has no liability' for any claim based upon alteration of the machines m' modification of any pro~'amming supplied hereunder, if sucb claim would have been avoided b3 ~he absence of such alteration or modification. The foregoing states the entire obligation of 1BM with respeef to in- fi'ingement of patents and copyrights. LIM1TA TION OF REMEDIES IBM's entire liability and the Customer's excluske remed3 shall be as In all situations involving performance or non-pertbfmanee of machines or programming furnished under this Agreement, the Customer's remedy is 1) the adjuslment or repair of the machine or replacement of its parts by IBM, m', at [BM~s option, replacement of the machine or eon-cotton of programming errors, or 2) if, after repeated effi;rts, IBM is unable ~o install Ihe machine m' a replaemnent machine in good working order, or to restore h to good working order, or to make programming operate, all as warranted, the Customer shah be entitled to recover actual damages toqhe limits scl fin'th in this Section. For a*y other claim cmmerning performance or non-pe~ormance by IBM pumuam to. or in any other wav related to the subjec~ maner of. this Agreemem or any order under Ibis Am'cement. the Customer shall be entitled to recover actual damages ro the limits set forth in this Seclion. [BM]s liability f,r d~mages to the Customer for any cause whatsoever, an~ regardl~s~ oDhe form of action, w~&th~r'ifi eonk~act &-in ~0rt including negligence, khall be limited to the greater of $100_~ or the purchase price stated herein for the specific machines that caused the damages or thai are the sdbj~ct matter of or'afc dik~TtI~}dat~:i~ih:e c~use ~} ~ction. The foregoing limitation ofli~ility will pot apply to the paymem of cost and damage awards referred to in the Section 6ntifled "Patent and Copyright Indemnity,' of to claims for pemonM injm1 or damage to real or tangible personal property caused by IBM's negligence. tn no event will 1B~ be liable for any dmnages caused by the Customer's failure to perfom the Customer's ~esponslbillfies. or for any lost profits or other consequential damages, even if 1BM has been advised of ~e possibil- i;y of such damages, or for any claim agmnst the Customer by any other party, except as provided in the Section entitled "Patent'and Copyright Indemnity," or for any damages caused by pe~ormance or non- performance of machines or programming located outside the United States or Pue~o Rico. Th,s ~3~'[~i{as~e ~l*ou$ ac. p~,~ ~itted'conse o ;(0;:: h{} - ', ~.',' Z120-7086-14 (U/M 095) Rev. 7/79 SECTION 2