HomeMy WebLinkAboutContract 11918 Intgrnkionai 136siness Machines C®rp®ration",' d Armonk, New York 10504
Agreement for Purchase of Installed.,IBM Machines
x CITY SECRETARY
Office Address: Agreement No.: r "
One Summit Avenue
CONTRACT No. ..... :
Branch O ?
`y.
Fort Worth.. TX 76102` Branch Office No.: 1.60 �'
Name and Address of Customer: Customer No.: 3488001.
City of Fort Worth
3.000 oCiGa`".6Jr' +tiDT3 Effective,Date of,Quotation: .�a ,f i
Fort Tdorth, TX 76102
Quotation Expiration Date: %3112k !,/'31/en
Effective'Date of Purchase: 0 d dci
The Customer agrees to purchase and Internation y
al 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 which are now installed under an IBM lease or rental agreement and in the possession of
the Customer.'Under these terms and conditions, IBM will 1)sell machines to the Customer,2)provide warrantyservice,as applicable,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 Customerfurther agrees with respect to the machines and
programming to accept 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 programming.
The term"machines"as used in this Agreement refers to machines and their features.
The rice s ited herein are exclusive of an char e ,a,e b the Customer under an IBM lease or rental agreement relating
to the machmes. y g � � � y g
In addittori10 the prices shown below,the Customerr`agrees to pay amounts equal to any taxes resulting from this Agreement,or any activities hereunder,
exclusive of taxes based on net income.Any personal property taxes assessable on the machines:on or after the Effective Date of Purchase shall be borne by
the_Customer :
F --=---Machine---------t F--Feature_-1
Purchase
Item r Serial Warranty Machine/Feature Price++
No. Type;.. Model Number Category QtY.• Number Description (Unit Price) Amount
3272
0-32 33333 iB Control Uait : i 2090.00 2090.00
0
7 3250 Device Adapter 27340 19,11.00
t
Number of Continuation Sheets Iincluded: TOTAL $4001.00.
The above,prices are not valid after the Quotation Expiration Date shown above.These prices are subject to change up to and including the Effective Date
of Purchase,;within the limits set forth in the.provisions of any applicable IBM lease agreement T ;t#iese=p
- is The Effective Date of Purchase shall be'the'later of the Effective Date of Quotation or the date on which
this Agreement',signed by the Customer and the payment required under the Section entitled"Payment"are received by IBM at its Branch Office address
shown above,provided that such receipt is not later than the Quotation Expiration Date.The machines will be terminated under'the applicable IBM lease or
rental agreement between IBM and the Customer as of the day immediately preceding the Effective Date of Purchase.
The Customer agrees that IBM may remove feature's-or downgrade models,at its own expense;to the above machines after the Effective Date of Purchase in
order to make the machines conform to the machine descriptions set forth above. Such removals or downgrades will be performed on'a mutually agreed to
schedule during IBM's normal working hours.
Z120-7085-15 Please send all communications to/BM at its branch office address listed above unle's's n)tifred to the contrary.
(U/M 025)Rev.1/79
1 SECTION 1
PAYMENT If the warranty period expires on a Friday or Saturday,it will be extended
Payment in full must be submitted to IBM with this Agreement, unless 1iy either two days or one day respectively, so that the last day of such
this purchase is also the subject of an IBM Installment Payment Agreement warranty period will be or a Sunday..
approved for this purchase, in which case, an IBM Installment Payment WITH RESPECT TO WARRANTY CATEGORY A
Agree nme nt;signed by'the Customer,tmd ihe'do wn ptiynrei i thereunder,if MACHINES `WHICH" HAVE BEEN'INSTALLEID' FOR
any;'iirus[ be'submitied to 'IBNI with this Agreement." MORE THAN`ONE YEAR AND WARRANTY CATEGORY
DATE OF INSTALLATION B MACHINES, WHICH HAVE BEEN INSTALLED FOR
'MORE'THAN THREE.MONTHS ,THE CUSTOMER,AG-
For.the puilioses of this Agreement, the Date of hmstallation.is the day REES.TO I?1�TRCHASE.THE,MACHINES ON AN "AS'IS"
__....�
(Monday through Friday)following the clay that the machine was installed,• BASIS.WITHOUT WARRANTY.
as specified by iBM, under the applicable'16M lease or rental agreement II. Additional Warranty Provisions
between the parties.
_ IBM further warrants that programming designated by IBM for use with a
TITLE machine and for which programming services are available will conform to
Provided this Agreement is accepted by IBM title-to-each of the IBM's official published specifications when shipped to tile Customer if
machines shall pass to the Customer as of the Effective Date of Purchase. properly used on such machine.Thereafter,iBM will provide programming
services,subject to the provisions stated in the Section entitled"Program-
RISK OF LOSS OR DAMAGE ming."
IBM does not warrant that the functions contained in the programming
Up to and including the Effective Date of Purchase,all risks of loss of or will operate in.the combinations which may be selected for use by the
damage to the machines will be in accordance with the provisions of the Customer, or will meet the Customer's requirements.
applicable iBM lease or rental agreement then in effect for such machines. ALL PROGRAMMING FOR WHICH NO PROGRAM-
After the Effective Date of Purchase,all risks of loss or damage shall be on MING SERVICES ARE AVAILABLE IS DISTRIBUTED ON'
the Customer. AN"AS IS" BASIS WITHOUT WARRANTY.
PROGRAMMING IBM does not warrant that the operation of the machine or programming
will be uninterrupted or error free, or that all programming errors will be
The term "programming" as used in this Agreement shall mean such corrected.
programming as IBM may make generally available, from time to time,
without separate charge, for machines of the types purchased by the 111. Exclusions
Customer under this Agreement. IBM will furnish such programming as The Warranties provided by IBM under this Agreement du not include:
may be requested by the Customer. a) repair of clamage or increase in service time caused by failure to
The term"programming services"shall mean such services as.IBM may continually provide a suitable installation environment with all facilities
generally make available without separate charge in connection with prescribed by the applicable IBM installation manual including, but nut
programming. IBM will determine the programmingservices available and
their duration.. limited to; the failure to provide, or'the failure of, adequate electrical
„ power, air conditioning ur humidity control;
The terms"programming"and programming services du not include b)repair of clamage ur increase in service time caused by the use of the
IBM programs and.services,that are available for a separate charge or which - - - -11 .
are offered.under separate written agreements• machines for other than data processing purposes for whielydesigned;
c)'repair of damage, replacement of<parts (due to other than normal
CONFIGURATION CHANGES wear)or repetitive service calls caused by the use of supplies;
d) repair of damage or increase in service time caused by: accident;
Features and model conversions which are field installable, may be disaster,which shall include,but not be limited to,fire,flood,water,wind
ordered in writing by Customer under the Agreement foi•Purchase of'," and liglitming;'transportation; neglect or'misuse;alterations, which shall
IBM Features and Model Conversions: include,but not belimited to,any deviation from IBM's physical,'mechan-
p� Acal or electrical machine design; attachments, which are defines( as the
WARRANTIES mechanical,electrical or electronic interconnection to an IBM.machine of
The following Warranties apply to the machines described herein: 'non-IBM equipment and devices not supplied by IBM; or iBM machines,
except those iBM machines which are owned by IBM,under the Service and
1. .Service and Parts Warranty Parts.Warranty provision of'tin' iBM purchase agreement or under an IBM 11 Maintenance Agreement;' '
The warranty period commences on the Date of Installation of the e) repair of clamage or increase in service time caused by'-the conversion
machine and is one year for Warranty!Category A'machines and three from one'iBM model lo'another or'the installation or removal of an IBM
months for Warranty Category B machines:
fo,atw•e'wlienever any of the foregoing was performed by'otherlhan iBb7.
Commencing on the Effective Date of Purchase and continuing through' This'exclusion shall:apply only during the three months'subsequent to the
the remainder'ofthe warranty period, IBM agrees to'provide,"at no addi- date of such machine modification;
tional charge to the Customer, except as set forth in the"Section entitled ft additional service time and replacement parts associated with the 1
"Exclusions," warranty service to keep the machines in, or restore the installation by iBM of an engineering change when such additional service
machines to, good working order. This .warranty service includes and parts are required due to the conversions from one IBM model to another
scheduled preventive maintenance based upon the specific needs of indi- or the installation or removal of an iBM feature whenever any of the
vidual machines as determined by iBM and unscheduled,on-call remedial foregoing was performed,by other than IBM;
maintenance.Such maintenance will include lubrication,adjustments and g) furnishing supplies of accessories, painting or refinishing.the
replacement of parts deemed'necessary by iBM!Parts will be furnished on machines or furnishing material therefor, inspecting altered machines,
an exchange basis, and.the replaced parts become the property of IBM. making specificatioi changes or performing,services.cotnecled with relo-
Warranty service provided uncler this Agreement does not assure fminter- cation of machines, or adding of i•enmoving accessories, altaclunents or `
rupted operation of the machines. IBM may, at its option, store on the other devices;
Customer's prenmisesniaintenance equipment and/or parts that IBM deems Ire) electrical work external to the machines or maintenance of'acces-
necessary to fulfill this Warranty. device _ ._______
} Y so•ies,alterations,attachments or other s not fiunished by IBM;trnd
During the warranty period, engineering changes, determined applica- i) such service which is impractical for IBM to render because of altera-
ble by.iBM,-will be'conttolled and installed by IBM on the machine. The lions in, or attachments to; the machines.
Customer may,by providing notice subject to written confirmation by iBM, THE FOREGOING WARRANTIES ARE IN-LIEU OF
elect to have only mandator}'changes,as determined by IBM,installed on
machines. ALL OTHER WARRAN IN-
IBM EXPRESS OR IMPLIED, N-
''
IBM shall have full and free access to the machines to provide service CLUDING 'BUT NOT LIMITED TO, THE IMPLIED
thereon. The Customer shall promptly inform .iBM of any change in the WARRANTIES OF MERCHANTABILITY AND FITNESS
machines'location during the warranty period. FOR A.PARTICULAR PURPOSE.
2
i
Attachment I
IBM will save the Customer harmless from any and all loss, costs, or
expenses arising from claims or suits for personal injury or damage
to real property or 'tangible personal property caused by the negligence
of IBM. in. providing services under this Agreement, provided that:
'(A) The Customer promptly notifies IBM in writing of the claim; and
(B) IBM has a sole control of the defense and settlement negotiations.
ansen or,in thecase of*non-paynien I,more,than two years,frol 1,the date,of STANDS IT, AND A`G REES'TO`=BE -BOUND ITS
the 1 est payment. TERMS AND CONDITIONS.FURTHER THE CUSTOMER
If lnnt requu es the igninglby the Customer,of an Order Certification fnr AGREES THAT IT IS THE'COMPLETE AND EXCLUSIVE 1.
IBM Machines for;any,of the machines coyererl by this,Agreement, such S'T'ATEMENT OF,THE AGREEMENT BETWEEN THE
Order Certification, along tiviih any associated,Supplement to Otder,Cer- PARTIES, WHICH SITPEI1iSEDES ALL PROPOSALS OR
tification for IBM Machines signed by the Customer, is hereby lncorpo PRIOR AGREEMENTS, ORAL OR;WRITTEN, AND AI L
ralcd in and made a part of*this Agreement..
`this
Agreement will be governed by thelaws ol'the State of ! C OTHER COMMUNICATIONS BETWEEN THE PARTIES
ve� E � C AGREEMENT ® TH SIIIiJECT`1VIA`I TER OF THIS
T;OMERt,HAS, READ THIS,AGREEMENT, TINDERr
rs ,
f
Received by IBM at I dstr_Ge�a Office; N' s,� �`-- ---- --- A:psic� d as to fot ti �.>:i� '1ega.."t..itye
B
Y r `
-------- ---- - --------- ----- -------- -------- --------- --------
jt r ........:. ...v..,..
Managers Si6mulure � � •.
BBa__ '
_______ _ Mmwgers Name(Type or PrinQ "
At~tr
Ot- . PiT ' 7te7
--------------
�---- -------- ----Date--------- -------- ------------------
Accepted by:
International Business Machines Corporation _ _ Cdr of ?>?r m rth
g I.f Customer
s t-y
Authorized,Signature Robe ` tl+rizl �ewp"I
; -
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{ , .. City LNGE,CFagej nt)
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Title ( t Title
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Dote .: f ..- .. •--_--n —Date ��--
PRESS FIRMLY WITH BALL POINT PEN ON A HARD SURFACE FOR ,MAkIMUM LEGIBILITY,-
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4
OTHER PRODUCTS AND SERVICES avoided by use of another program whether capable of performing the's'arce
or a different function or result. IBM has no liability for any claim based
All maintenance and otherservice activities(including but not limited to upon alteration of the machines or modification of any programming
activities excluded from the Warranties provided wider this Agreement supplied hereunder;if such claim would have been avoided by the absence
and those relating to pre-installation planning, inspections, relocation of of such alteration or modification.
machines, engineering changes and altered programming) which may be The foregoing states the entire obligation of IBM with respect to ill-
made available by iBM to the Customer at no additional charge or at IBM's fringennent of patents and copyrights.
then applicable time and material charges, in connection with any
machines or programming supplied under this Agreement shall be subject LIMITATION OF REMEDIES '
to the terms and conditions of this Agreement unless such activities are IBM's entire liability and the Customers exclusive remedy shall lie as
provided under another written_agreement._signed by the_Customer-_and follows,
IBM. In all situations involving performance or non-performance of machines
in addition to the machines, programming and services provided under ?. or programming furnished under this Agreement,the Customer's remedy is
this Agreement,IBM offers other products and services at separate charges 1) the a(Ijustnnent or repair of the machine or replacement of its parts by
under applicable written iBM agreements. IBM and the Customer agree .
IBM, a•, at [B6l's option, replacement of the machine or correction of
that such products and services cannot be the subject of an oral agreement. programming errors,or 2)if,after repeated efforts. iBNI is unable to install
The Customer may contract with IBM for any such products or services as the machine or a replacement machine ill good working order,or to restore
available, but only under the terms and conditions of a written agreement it to good workingorder,or to make progranuningoperate,all as warranted,
signed by the Customer and IBM, the Customer shall be entitled to recover actual damages to the limits set
TRAVEL EXPENSE `forth in this Section. For any other claim concerning performance or
lnon-performance by iBM pursuant to, or in any other way related to the
There will be no charge for travel expense associated with warranty Subject matter of, this Agreement or any order under this Agreement, the
service or programming service under this Agreement except that actual CmstUmer shall be entitled to recover actual damages to the limits set forth
travel expense shall be charges(in those instances where the site at which in this Section.
the machine is located is not normally accessible by private automobile or IBM's liability for damages to the Customer for any cause whatsoever,
scheduled public transportation. and regardless of the form of action,whether in contract or in tort including
negligence, shall be limited to tine greater of$100,000 or tine purchase
MAINTENANCE SERVICE AND PARTS price stated herein for lhne specific machines that caused the damages or
that are the subject matter of or are directly related to tine cause of action.
Following expiration of the-applicable warranty period, IBM, if re- The foregoing limitation of liability will not apply to the payment of cost and
quested,will provide,at IBM's charges and terms then generally in effect, damage awards referred to in the Section entitled"Patent and Copyright
maintenance service and maintenance parts for the machines, as long as indemnity,"or to clainns 'Q•YpefllUl Sjury or damage to real or tangible
such service and parts are generally available. personal property caused b y IBM's negligence. (Refer
t� att�,eh I)
In no event will iBM be liable for any damages caused by the ustomer s
ENGINEERING CHANGES failure to perform the Customers responsibilities,or for any lost profits or
IBM will, upon request, furnish to the Customer, at IBM's prices then other consequential damages,even if IBM has been advised of the possibil-
generally in effect, such engineering changes as IBM shall have available ity of such chunages, or for any claim against the Customer by any other
for sale and which may be suitable for use on, or in connection with, the (party, except as provided in the Section entitled "Patent and Copyright
machines. But IBM makes no representation that engineering changes Indemnity," or for any damages caused by {.performance or non-
which may be announced in the future will be suitable for use on, or in (performance of machines ur programming located outside the United States
connection with, these machines. or Puerto Rico.
PATENT AND COPYRIGHT INDEMNITY GENERAL
IBM will f1MdP_d .:Lfyor Zdgainst a claim ttlrhn$iAts or pro- This Agreement is not assignable without the prior written consent of
granuning supplied hereunder infringes a U.S.patet5I or copyright,or that IBM• Any attempt to assign any of l{ne rights, duties or obligations of this
the machines' operation pursuant to a current release and modification Agreement without such consent is void.
level of any programming supplied by IBM infringes a U.S.patent.IBM will This Agreement can only be modified by a written agreement duly signed
pay resulting costs,damages and attorney's fees finally awarded provided by persons authorized to sign agreements on behalf of the Customer and of
that: IBM,and variance"frmn the.terms and conditions of this Agreement in any
a) the Customer promptly notifies iBM in writing of the claim; and order or other written notification from the Customer will be of no effect.
b) IBM has sole control of the defense and all related settlement negoti_ The term"this Agreement"as used herein includes any applicable install-
ations. ment payment agreement,supplement or future written amendment made
If such claim has occurred, or in iBpl's opinion is likely to occur, the in accordance herewith.
Custbiiret agrees to pernnit IBM;at its.option and`expense either to procure If any provision or provisions of this Agreement shall be held to be
for the Customer the righf`to ccsintinue usingdie machines or programming invalid,illegal or unenforceable,the validity,legality and enforceability of
or to replace or modify,the sanne so that they become non-infringing. If the remaining provisions shall nol,in ally way be affected or impaired
neither of the foregoing alternatives is reasonably available,the Customer thereby.
agrees to return the machines or programming on written request by IBM. _ { its obligations utider this
IBM agrees to grant the Customer -a creclit for returned`.machines as IBM is not responsible for failure to fulfill
depreciated.The depreciation shall be an eclual amount per year over the Agreement Clue c loss.beyond its control or,except as agreed herein,to
life of the machines as established by iBM. provide any services hereunder for machines or programming located
IBM has no liability for any claim based-upon the connbinafion, opera- outside the United States or Puerto Rica
lion or use of any machines or'jitogramming•supplied hereunder with No action, regardless of form, arising out of this Agreement may be
equipment or data not supplied by IBM, if such claim would have been brought by either party more than two years after the cause of action has v
Z120-7085-15 3
(UIM 025)Rev.1179
SECTION 2
DATE REFERENCE SUBJECT: PAGE
NUMBER Tabulation of Bids ror Purchase
9/4/79 P-1330 of Materials., Equipment and Service 13 Of 24
BACKGROUND
Due to recent price reductions by I„B.M. Corporation, it is cost advantageous
to the• City to purchase a 3272 terminal controller currently installed in the
City's computer room. The machine can be purchased at a cost savings of $1,747
over the rental payments price for one fiscal, year.
Funds are available in index code 228270.
Recommendation
It is recommended that the purchase for an I.B.M. 3272/model 002, serial number-
38333 be made from I.B.M. Corporation for $4,001 and a maintenance agreement
for $71/month be approved.
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