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HomeMy WebLinkAbout2003-025 Financing of the purchase and installation of audio / video equipment for the Police DepartmentORDINANCE NO 2003-25 AN ORDINANCE of the City of Yakima, Washington, approving and authonzmg a Master Tax -Exempt Installment Purchase Agreement with Key Municipal Finance to finance audio/video equipment for pohce cars. WHEREAS, the City of Yakima, Washington ("City") has determined that it is advisable to purchase video equipment to be installed in pohce vehicles and in order to finance such audio/video equipment, the City has decided to enter into a lease with Key Municipal Finance ("Key"), NOW, THEREFORE, BE IT ORDAINED BY the City of Yakima, Washington, as follows Section 1 Approval of Documents The proper officers of the City are hereby authorized to execute the following documents on behalf of the City of Yakima, in substantially the form attached hereto (1) Master Tax -Exempt Installment Purchase Agreement; and (2) Property Schedule and accompanying exhibits. The above -listed agreements shall be amended only with the approval of the City Section 2 Authorization of Documents. The Mayor or City Manager are hereby authorized to execute the documents relating to the financing the audio/video equipment. The Mayor and City Manager, and each of the other appropriate officers, agents and representatives of the City are each hereby authonzed and directed to take such steps, to do such other acts and things, and to execute such letters, certificates, agreements, papers, financing statements, assignments or instruments as in their judgment may be necessary, appropnate or desirable in order to carry out the terms and provisions of, and complete the transactions contemplated by this ordinance -1-C:\Documents and Settingstkroberts\Local Settings\Temporary Internet Files\OLK2\NMN_O30XMYa Section 3 Pnor Acts All acts taken pursuant to the authonty of this ordinance but pnor to its effective date are hereby ratified and confirmed. Section 4 Effective Date. This ordinance shall be effective 30 days after its passage, approval and publication as provided by law and the City Charter PASSED by the City Council of the City of Yakima, Washington at a regular meeting thereof, held this 6th day of May, 2003 ATTEST City Clerk APPROVED AS TO FORM. City Attorney Publication Date 5-9-03 Effective Date 6-8-03 CITY OF YAKIMA, WASHINGTON Mary Place, Mayor -11-C:\Documents and Settings\kroberts\Local Settings\Temporary Internet Files\OLK2\NMN_O30XMY Master Tax -Exempt Installment Purchase Agreement BETWEEN: Key Municipal Finance, a division of Key Corporate Capital Inc. (the "Seller") 1000 South McCaslin Blvd. Superior, CO 80027 AND: City of Yakima (the "Purchaser") 129 N Second Street Yakima, WA 98901 Attention: Mr. Tim Jensen Telephone: 509-576-6639 DATED: 10/15/2003 ARTICLE I 1.01 Definitions. The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Agent" means any agent for the Registered Owners, if any, to which all or a portion of Seller's right, title and interest in, to and under a Property Schedule and the Property under such Property Schedule may be assigned for the benefit of the Registered Owners of Participation Certificates in such Property Schedule. "Agreement" means this Master Tax -Exempt Installment Purchase Agreement, including all exhibits and schedules attached hereto. "Commencement Date" is the date when the term of a Property Schedule and Purchaser's obligation to pay Installment Payments thereunder commences, which date shall be set forth in the Property Schedule. "Event of Default" is defined in Section 13.01. "Installment Payments" means the installment payments payable by Purchaser under Article VI of this Agreement and each Property Schedule, as set forth in each Property Schedule. "Installment Payment Dates" means the dates on which Installment Payments are due under a Property Schedule, as set forth in each Property Schedule. "Participation Certificates" means certificates evidencing a right to receive a share of Installment Payments payable under a Property Schedule and any other rights set forth herein with respect to the Property under said Property Schedule. "Property" means, collectively, the property purchased pursuant to this Agreement, and with respect to each Property Schedule, the property described in such Property Schedule, and all replacements, repairs, restorations, modifications and improvements thereof or thereto made pursuant to Section 8.01 or Article IX. "Property Schedule" means a Property Schedule in the form attached hereto for Property Schedule 1. Subsequent Property Schedules pursuant to this Agreement shall be numbered consecutively, beginning with Property Schedule 2. "Purchaser" means the entity described as such in the first paragraph of this Agreement, its permitted successors and assigns. "Registered Owners" means the registered owners of Participation Certificates in a Property Schedule as shown on the registration books maintained by the Agent. "Seller" means the entity identified as such in the first paragraph of this Agreement, its successors and assigns. "State" means the State in which Purchaser is located. "Term" means, with respect to a Property Schedule, the Term set forth in such Property Schedule, as provided in Section 4.02. "Vendor" means the manufacturer or contractor of the Property as well as the agents or dealers of the manufacturer or contractor with whom Purchaser arranged for the purchase of the Property. ARTICLE II 2.01 Property Schedules Separate Financings. Each Property Schedule executed and delivered under this Agreement shall be treated as a separate financing, distinct from other Property Schedules. Without limiting the foregoing, upon the occurrence of an Event of Default with respect to a Property Schedule, Seller shall have the rights and remedies specified herein with respect to the Property financed and the Installment Payments payable under such Property Schedule, and except as expressly provided in Section 12.02 below, Seller shall have no rights or remedies with respect to Property financed or Installment Payments payable under any other Property Schedules unless an Event of Default has also occurred under such other Property Schedules. ARTICLE III 3.01 Covenants of Purchaser. As of the Commencement Date for each Property Schedule executed and delivered hereunder, Purchaser shall be deemed to represent, covenant and warrant for the benefit of Seller, any Agent, and any Registered Owners, as follows: (a) Purchaser is a public body corporate and politic duly organized and existing under the constitution and laws of the State with full power and authority to enter into this Agreement and the Property Schedule and the transactions contemplated thereby and to perform all of its obligations thereunder. (b) Purchaser will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. To the extent Purchaser should merge with another entity under the laws of the State, Purchaser agrees that as a condition to such merger it will require that the remaining or resulting entity shall be assigned Purchaser's rights and shall assume Purchaser's obligations hereunder. Purchaser has been duly authorized to execute and deliver this Agreement and the Property Schedule by proper action by its governing body, or by other appropriate official approval, and all requirements have been met and procedures have occurred in order to ensure the validity and enforceability of this Agreement and the Property Schedule, and Purchaser has complied with such public bidding requirements as may be applicable to this Agreement and the Property Schedule and the acquisition by Purchaser of the Property thereunder. On or before the Commencement Date for the Property Schedule, Purchaser shall cause to be executed an opinion of counsel in substantially the form attached to the form of the Property Schedule as Exhibit 3. (d) During the Term for the Property Schedule, the Property thereunder will perform and will be used by Purchaser only for the purpose of performing essential governmental uses and public functions within the permissible scope of Purchaser's authority. (e) Purchaser will provide Seller with current financial statements and budgets for the ensuing budget year and other financial information relating to the ability of Purchaser to continue this Agreement and the Property Schedule in such form and containing such information as may be requested by Seller. Purchaser will comply with all applicable provisions of the Internal Revenue Code of 1986, as amended (the "Code"), including Sections 103 and 148 thereof, and the regulations of the Treasury Department thereunder, from time to time proposed or in effect, in order to maintain the excludability from gross income for federal income tax purposes of the interest component of Installment Payments under the Property Schedule and will not use or permit the use of the Property in such a manner as to cause a Property Schedule to be a "private activity bond" under Section 141(a) of the Code. Purchaser covenants and (c) (f) Form No: 96400.o97-kmf -1- agrees that it will use the proceeds of the Property Schedule as soon as practicable and with all reasonable dispatch for the purpose for which the Property Schedule has been entered into, and that no part of the proceeds of the Property Schedule shall be invested in any securities, obligations or other investments except for the temporary period pending such use nor used, at any time, directly or indirectly, in a manner which, if such use had been reasonably anticipated on the Commencement Date of the Property Schedule, would have caused any portion of the Property Schedule to be or become "arbitrage bonds" within the meaning of Section 103(b)(2) or Section 148 of the Code and the regulations of the Treasury Department thereunder proposed or in effect at the time of such use and applicable to obligations issued on the date of issuance of the Property Schedule. (g) The execution, delivery and performance of this Agreement and the Property Schedule and compliance with the provisions hereof and thereof by Purchaser does not conflict with or result in a violation or breach or constitute a default under, any resolution, bond, agreement, indenture, mortgage, note, lease or other instrument to which Purchaser is a party or by which it is bound by any law or any rule, regulation, order or decree of any court, governmental agency or body having jurisdiction over Purchaser or any of its activities or properties resulting in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any property or assets of Purchaser or to which it is subject. (h) Purchaser's exact legal name is as set forth on the first page of this Agreement. Purchaser will not change its legal name in any respect without giving thirty (30) days prior written notice to Seller. ARTICLE IV 4.01 Sale of Property. On the Commencement Date of each Property Schedule executed hereunder, Seller will be deemed to sell, transfer and convey to Purchaser, and Purchaser will be deemed to purchase and accept from Seller, the Property described in such Property Schedule, in accordance with this Agreement and such Property Schedule. 4.02 Term. The term of each Property Schedule shall commence on the Commencement Date set forth therein and shall terminate upon payment of the final Installment Payment set forth in such Property Schedule, unless terminated sooner pursuant to this Agreement or the Property Schedule. 4.03 Delivery, Installation and Acceptance of Property. Purchaser shall order the Property, shall cause the Property to be delivered and installed at the locations specified in the applicable Property Schedule and shall pay all taxes, delivery costs and installation costs, if any, in connection therewith. To the extent funds are deposited under an escrow agreement or trust agreement for the acquisition of the Property, such funds shall be disbursed as provided therein. When the Property described in such Property Schedule is delivered, installed and accepted as to Purchaser's specifications, Purchaser shall immediately accept the Property and evidence said acceptance by executing and delivering to Seller the Acceptance Certificate substantially in the form attached to the Property Schedule. ARTICLE V 5.01 Location; Inspection. The Property will be initially located or based at the location specified in the applicable Property Schedule. Seller shall have the right at all reasonable times during business hours to enter into and upon the property of Purchaser for the purpose of inspecting the Property. ARTICLE VI 6.01 Payment of Installment Payments. Purchaser shall promptly pay Installment Payments under each Property Schedule, exclusively from legally available funds, in lawful money of the United States of America, to Seller in such amounts and on such dates as described in the applicable Property Schedule, at Seller's address set forth on the first page of this Agreement, unless Seller instructs Purchaser otherwise. Purchaser shall pay Seller a charge on any delinquent Installment Payments under a Property Schedule in an amount sufficient to cover all additional costs and expenses incurred by Seller and Agent from such delinquent Installment Payment. In addition, Purchaser shall pay a late charge of five cents per dollar or the highest amount permitted by applicable law, whichever is lower, on all delinquent Installment Payments. Purchaser will be subject to a 2% premium for early pay-off of the Property Schedule. 6.02 Installment Payments to Constitute a Binding Contractual Obligation of Purchaser. Seller and Purchaser understand and intend that the obligation of Purchaser to pay Installment Payments under this Agreement and each Property Schedule executed and delivered hereunder shall constitute a binding contractual obligation of Purchaser for the full Term of each such Property Schedule. Purchaser covenants to include all such Installment Payments due under the Property Schedules in its annual budget. 6.03 Interest Component. A portion of each Installment Payment due under each Property Schedule is paid as, and represents payment of, interest, and each Property Schedule hereunder shall set forth the interest component (or method of computation thereof) of each Installment Payment thereunder during the Term. 6.04 Installment Payments to be Unconditional. THE OBLIGATIONS OF PURCHASER TO PAY THE INSTALLMENT PAYMENTS DUE UNDER THE PROPERTY SCHEDULES AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR DEFENSE, FOR ANY REASON, INCLUDING WITHOUT LIMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INFIRMITIES IN THE PROPERTY OR ANY ACCIDENT, CONDEMNATION OR UNFORESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT PURCHASER'S RIGHTS OR ACTIONS AGAINST ANY VENDOR AS PROVIDED IN SECTION 10.02. 6.05 Defeasance of Installment Payments. Purchaser may at any time irrevocably deposit in escrow with a defeasance escrow agent for the purpose of paying at of the principal component and interest component accruing under a Property Schedule, a sum of cash and non -callable securities consisting of direct obligations of, or obligations the principal of an interest on which are unconditionally guaranteed by, the United States of America or any agency or instrumentality thereof, in such aggregate amount, bearing interest at such rates and maturing on such dates as shall be required to provide funds sufficient for this purpose. Upon such defeasance, all right, title and interest of Seller in the Property under said Property Schedule shall terminate. Purchaser shall cause such investment to comply with the requirements of federal tax law so that the exclusion from gross income of the interest component of Installment Payments under said Property Schedule is not adversely affected. ARTICLE VII 7.01 Title to the Property. Upon acceptance of the Property by Purchaser, title to the Property shall vest in Purchaser, subject to Sellers interests under the applicable Property Schedule and this Agreement. 7.02 Personal Property. The Property is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be situated, notwithstanding that the Property or any part thereof may be or hereafter become in any manner physically affixed or attached to real estate or any building thereon. If requested by Seller, Purchaser will, at Purchasers expense, furnish a waiver of any interest in the Property from any party having an interest in any such real estate or building. 7.03 Security Interest. To secure the performance of all of Purchaser's obligations under this Agreement, including without limitation all Property Schedules now existing or hereafter executed, Purchaser grants to Seller, for the benefit of Seller and its successors and assigns, a security interest constituting a first lien in all of the Property, whether now owned or hereafter acquired, all additions, attachments, alterations and accessions to the Property, all substitutions and replacements for the Property, and on any proceeds of any of the foregoing, including insurance proceeds. Purchaser shall execute any additional documents, including financing statements, affidavits, notices and similar instruments, in form and substance satisfactory to Seller, which Seller deems necessary or appropriate to establish, maintain and perfect a security interest in the Property in favor of Seller and its successors and assigns. Purchaser hereby authorizes Seller to file all financing statements which Seller deems necessary or appropriate to establish, maintain and perfect such security interest. 7.04 Substitution. Purchaser may substitute for all or any portion of the Property under a Property Schedule personal property of approximately equal or greater market value and with an equal or greater useful life. In the event of any such substitution, Purchaser shall deliver to Seller a certification that the personal property proposed to be substituted has approximately equal or greater market value and an equal or greater useful life as the portion of the Property being substituted for, together with an opinion of counsel acceptable to Seller to the effect that the proposed substitution will not adversely affect the exemption of the interest components of Installment Payments under the Property Schedule from federal income taxation. Purchaser shall be responsible for all costs and expenses of Seller, including counsel fees, for any such substitution. Purchaser shall cause all financing statements, fixture filings, certificates of title, affidavits, notices and similar instruments, to be made or filed in a timely manner to secure and perfect the security interest of Seller in the substituted property. ARTICLE VIII 8.01 Maintenance of Property by Purchaser. Purchaser shall keep and maintain the Property in good condition and working order and in compliance with the manufacturer's specifications, shall use, operate and maintain the Property in conformity with all laws and regulations concerning the Property's ownership, possession, use Form No: 96-400.o97-kmf - 2 - and maintenance, and shall keep the Property free and clear of all liens and claims, other than those created by this Agreement. Purchaser shall have sole responsibility to maintain and repair the Property. Should Purchaser fail to maintain, preserve and keep the Property in good repair and working order and in accordance with manufacturer's specifications, and if requested by Seller, Purchaser will enter into maintenance contracts for the Property in form approved by Seller and with approved providers. 8.02 Liens, Taxes, Other Governmental Charges and Utility Charges. Purchaser shall keep the Property free of all levies, liens and encumbrances, except for the interest of Seller under this Agreement. The parties to this Agreement contemplate that the Property will be exempt from all property taxes. Nevertheless, if the use, possession or acquisition of the Property is determined to be subject to taxation or later becomes subject to such taxes, Purchaser shall pay when due all taxes and governmental charges lawfully assessed or levied against or with respect to the Property. Purchaser shall pay all gas, water, steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Property. Purchaser shall pay such taxes or charges as the same may become due; provided that, with respect to any such taxes or charges that may lawfully be paid in installments over a period of years, Purchaser shall be obligated to pay only such installments as accrue during the then current fiscal year of the Term for such Property. 8.03 Insurance. At its own expense, Purchaser shall maintain (a) casualty insurance insuring the Property against loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Seller in an amount equal to at least the outstanding principal component of Installment Payments, and (b) liability insurance that protects Seller from liability in all events in an amount reasonably acceptable to Seller, and (c) worker's compensation insurance covering all employees working on, in, near or about the Property; provided that Purchaser may self -insure against all such risks. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. All such insurance shall be with insurers that are authorized to issue such insurance in the State. All such liability insurance shall name Seller as an additional insured. All such casualty insurance shall contain a provision making any losses payable to Seller and Purchaser as their respective interests may appear. All such insurance shall contain a provision to the effect that such insurance shall not be canceled or modified without first giving written notice thereof to Seller and Purchaser at least thirty (30) days in advance of such cancellation or modification. Such changes shall not become effective without Seller's prior written consent. Purchaser shall furnish to Seller, on or before the Commencement Date for each Property Schedule, and thereafter at Sellers request, certificates evidencing such coverage, or, if and to the extent that Purchaser self -insures, a written description of its self-insurance program together with a certification from Purchaser's risk manager or insurance agent or consultant to the effect that Purchaser's self-insurance program provides adequate coverage against the risks listed above. Receipt by seller of evidence of satisfactory self-insured liability and casualty coverage will fulfill all the requirements of this section. 8.04 Advances. In the event Purchaser shall fail to either maintain the insurance required by this Agreement or keep the Property in good repair and working order, Seller may, but shall be under no obligation to, purchase the required insurance and pay the cost of the premiums thereof or maintain and repair the Property and pay the cost thereof. All amounts so advanced by Seller shall be due and payable on the next Installment Payment Date and Purchaser covenants and agrees to pay such amounts so advanced by Seller with interest thereon from the date such amounts are advanced until paid at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. ARTICLE IX 9.01 Damage or Destruction. If (a) the Property under a Property Schedule or any portion thereof is destroyed, in whole or in part, or is damaged by fire or other casualty, or (b) title to, or the temporary use of, the Property under a Property Schedule or any part thereof shall be taken under the exercise or threat of the power of eminent domain by any governmental body or by any person, firm or corporation acting pursuant to governmental authority, Seller and Purchaser will cause the Net Proceeds (as hereinafter defined) of any insurance claim, condemnation award or sale under threat of condemnation to be applied to the prompt replacement, repair, restoration, modification or improvement of the Property, unless Purchaser shall have exercised its right to defease the Property Schedule as provided herein, or unless Purchaser shall have exercised its option to prepay the Installment Payments due under the Property Schedule, if the Property Schedule so provides. Any balance of the Net Proceeds remaining after such work has been completed shall be paid to Purchaser. For purposes of Section 8.03 and this Article IX, the term "Net Proceeds" shall mean the amount remaining from the gross proceeds of any insurance claim, condemnation award or sale under threat of condemnation after deducting all expenses, including attorneys' fees, incurred in the collection thereof. 9.02 Insufficiency of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 9.01, Purchaser shall (a) complete such replacement, repair, restoration, modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds and, if Purchaser shall make any payments pursuant to this Section, Purchaser shall not be entitled to any reimbursement therefor from Seller nor shall Purchaser be entitled to any diminution of the amounts payable under Section 6.02, or (b) defease the Property Schedule pursuant to Section 6.07, or (c) exercise its option to prepay the Installment Payments due under the Property Schedule in accordance with the optional prepayment provisions of the Property Schedule, if any. The amount of the Net Proceeds, if any, remaining after completing such repair, restoration, modification or improvement or after such defeasance or purchase may be retained by Purchaser. ARTICLE X 10.01 Disclaimer of Warranties. SELLER MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION OR CONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND SELLER HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS SOLD TO PURCHASER "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY PURCHASER. Purchaser acknowledges that it has made (or will make) the selection of the Property from the Vendor based on its own judgment and expressly disclaims any reliance upon any statements or representations made by Seller. Purchaser understands and agrees that (a) neither the Vendor nor any sales representative or other agent of Vendor, is (i) an agent of Seller, or (ii) authorized to make or alter any term or condition of this Agreement, and (b) no such waiver or alteration shall vary the terms of this Agreement unless expressly set forth herein. In no event shall Seller be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement, the Property Schedules, or the existence, furnishing, functioning or use of any item, product or service provided for in this Agreement or the Property Schedules. 10.02 Vendor's Warranties. Seller hereby irrevocably assigns to Purchaser all rights that Seller may have to assert from time to time whatever claims and rights (including without limitation warranties) related to the Property against the Vendor. Purchaser's sole remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Property, and not against Seller, nor shall such matter have any effect whatsoever on the rights and obligations of Seller with respect to this Agreement, including the right to receive full and timely payments hereunder. Purchaser expressly acknowledges that Seller makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the Vendor of the Property. 10.03 Use of the Property. Purchaser will not install, use, operate or maintain the Property improperly, carelessly, in violation of any applicable law or in a manner contrary to that contemplated by this Agreement and the applicable Property Schedule. Purchaser shall provide all permits and licenses, if any, necessary for the installation and operation of the Property. In addition, Purchaser agrees to comply in all respects with all laws of the jurisdiction in which its operations involving any item of Property may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Property; provided that Purchaser may contest in good faith the validity or application of any such law or rule in any reasonable manner that does not, in the opinion of Seller, adversely affect the interest of Seller in and to the Property or its interest or rights under this Agreement. Purchaser shall promptly notify Seller in writing of any pending or threatened investigation, inquiry, claim or action by any governmental authority which could adversely affect this Agreement, any Property Schedule or the Property thereunder. 10.04 Modifications. Subject to the provisions of this Section, Purchaser shall have the right, at its own expense, to make alterations, additions, modifications or improvements to the Property. All such alterations, additions, modifications and improvements shall thereafter comprise part of the Property and shall be subject to the provisions of this Agreement. Such alterations, additions, modifications and improvements shall not in any way damage the Property, substantially alter its nature or cause it to be used for purposes other than those authorized under the provisions of state and federal law; and the Property, on completion of any alterations, additions, modifications or improvements made pursuant to this Section, shall be of a value which is equal to or greater than the value of the Property immediately prior to the making of such alterations, additions, modifications and improvements. Purchaser shall, at its own expense, make such alterations, additions, modifications and improvements to the Property as may be required from time to time by applicable law or by any governmental authority. ARTICLE XI 11.01 Option to Prepay. Purchaser shall have the option to prepay the Installment Payments due under a Property Schedule, but only if the Property Schedule so provides, and on the terms set forth in the Property Schedule. ARTICLE XII Form No: 96-400.o97-kmf - 3 - 12.01 Assignment by Seller. Seller's right, title and interest in, to and under each Property Schedule and the Property under such Property Schedule may be assigned and reassigned in whole or in part to one or more assignees or subassignees by Seller and, to the extent of their interest, by any Registered Owner, without the necessity of obtaining the consent of Purchaser; provided that (a) any assignment, other than an assignment to or by a Registered Owner, shall not be effective until Purchaser has received written notice, signed by the assignor, of the name, address and tax identification number of the assignee, and (b) any assignment to or by a Registered Owner shall not be effective until it is registered on the registration books kept by the Agent. Purchaser shall retain all such notices as a register of all assignees (other than Registered Owners) and shall make all payments to the assignee or assignees designated in such register or, in the case of Registered Owners, to the Agent. In the event that Seller's interest in a Property Schedule and the Property thereunder is assigned to the Agent, Participation Certificates in that Property Schedule may be executed and delivered by the Agent to Registered Owners. Purchaser agrees to execute all documents, including notices of assignment and chattel mortgages or financing statements that may be reasonably requested by Seller or any assignee to protect its interests in this Agreement and the Property Schedules. 12.02 Property Schedules Separate Financings. Assignees of the Seller's rights in one Property Schedule shall have no rights in any other Property Schedule unless such rights have been separately assigned. Seller may collectively assign two or more Property Schedules with the same Commencement Date to the Agent for the purpose of causing the execution and delivery of Participation Certificates in the Property Schedules with the same Commencement Date. Such assignment shall occur on such Commencement Date and upon such assignment all Property Schedules so assigned shall be treated as a single financing and a single Property Schedule with respect to rights and remedies upon the occurrence of an Event of Default under this Agreement. Registered Owners rights with respect to the Property Schedules shall be determined as provided in the escrow agreement or trust agreement relating to such Participation Certificates. 12.03 Assignment and Subleasing by Purchaser. NONE OF PURCHASER'S RIGHT, TITLE AND INTEREST IN, TO AND UNDER THIS AGREEMENT AND IN THE PROPERTY MAY BE ASSIGNED, TRANSFERRED, LEASED OR ENCUMBERED BY PURCHASER FOR ANY REASON, WITHOUT THE PRIOR WRITTEN CONSENT OF SELLER. ARTICLE XIII 13.01 Events of Default Defined. Any of the following shall constitute an "Event of Default" under a Property Schedule: (a) Failure by Purchaser to pay any Installment Payment under the Property Schedule or other payment required to be paid with respect thereto at the time specified therein; (b) Failure by Purchaser to observe and perform any covenant, condition or agreement on its part to be observed or performed with respect to the Property Schedule, other than as referred to in subparagraph (a) above, for a period of thirty (30) days after written notice specifying such failure and requesting that it be remedied is given to Purchaser by Seller, unless Seller shall agree in writing to an extension of such time prior to its expiration; provided that, if the failure stated in the notice cannot be corrected within the applicable period, Seller will not unreasonably withhold its consent to an extension of such time if corrective action is instituted by Purchaser within the applicable period and diligently pursued until the default is corrected; (c) Any statement, representation or warranty made by Purchaser in or pursuant to the Property Schedule or its execution, delivery or performance shall prove to have been false, incorrect, misleading or breached in any material respect on the date when made; (d) Purchaser shall (i) apply for or consent to the appointment of a receiver, trustee, custodian or liquidator of Purchaser, or of all or a substantial part of the assets of Purchaser, (ii) be unable, fail or admit in writing its inability generally to pay its debts as they become due, (iii) make a general assignment for the benefit of creditors, (iv) have an order for relief entered against it under applicable federal bankruptcy law, or (v) file a voluntary petition in bankruptcy or a petition or an answer seeking reorganization or an arrangement with creditors or taking advantage of any insolvency law or any answer admitting the material allegations of a petition fled against Purchaser in any bankruptcy, reorganization or insolvency proceeding; or (e) An order, judgment or decree shall be entered by any court of competent jurisdiction, approving a petition or appointing a receiver, trustee, custodian or liquidator of Purchaser or of all or a substantial part of the assets of Purchaser, in each case without its application, approval or consent, and such order, judgment or decree shall continue unstayed and in effect for any period of 60 consecutive days. The foregoing provisions of Section 13.01 are subject to the following limitation: if by reason of force majeure Purchaser is unable in whole or in part to perform its agreements under this Agreement and the Property Schedule (other than the obligations on the part of Purchaser contained in Article VI hereof) Purchaser shall not be in default during the continuance of such inability. The term "force majeure" as used herein shall mean the following: acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States or of the State or any of their departments, agencies or officials, or any civil or military authority; insurrections, riots, landslides, earthquakes, fires, storms, droughts, floods, explosions, breakage or accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control of Purchaser. 13.02 Remedies on Default. Whenever any Event of Default exists with respect to a Property Schedule, Seller shall have the right, at its sole option without any further demand or notice, to take one or any combination of the following remedial steps: (a) Seller may enter the premises where the Property subject to the Property Schedule is located and retake possession of the Property, or require Purchaser, at Purchaser's expense, to promptly return any or all of the Property to the possession of Seller at such place within the United States as Seller shall specify, and Seller may thereafter dispose of the Property, continuing to hold Purchaser liable for all costs and expenses incurred by Seller in exercising its remedies hereunder, including, without limitation, all costs and expenses of taking possession, removing, storing and reconditioning the Property, and including, without limitation, all brokerage and attorneys fees; (b) By written notice to the Agent, if any, Seller may instruct the Agent to apply all sums held by the Agent in any accounts relating to the Property Schedule under the applicable escrow or trust agreement as provided in the applicable escrow or trust agreement. (c) By written notice to any escrow agent (other than the Agent) who is holding proceeds of the Property Schedule, Seller may instruct such escrow agent to release all such proceeds and any earnings thereon to Seller, such sums to be credited to payment of Purchaser's obligations under the Property Schedule; (d) Seller may take any action at law or in equity that may appear necessary or desirable to enforce or to protect any of its rights under the Property Schedule and this Agreement. 13.03 No Remedy Exclusive. No remedy herein conferred upon or reserved to Seller is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Agreement now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or power or shall be construed to be a waiver thereof, but any such right or power may be exercised from time to time and as often as may be deemed expedient. In order to entitle Seller to exercise any remedy reserved to it in this Article it shall not be necessary to give any notice, other than such notice as may be required in this Article. 13.04 Costs and Attorney Fees. Upon the occurrence of an Event of Default by Purchaser in the performance of any term of this Agreement, Purchaser agrees to pay to Seller or reimburse Seller for, in addition to all other amounts due hereunder, all of Seller's costs of collection, including reasonable attorney fees, whether or not suit or action is filed thereon. Any such costs shall be immediately due and payable upon written notice and demand given to Purchaser, shall be secured by this Agreement until paid and shall bear interest at the rate of 12% per annum or the maximum amount permitted by law, whichever is less. In the event suit or action is instituted to enforce any of the terms of this Agreement, the prevailing party shall be entitled to recover from the other party such sum as the court may adjudge reasonable as attorneys' fees at trial or on appeal of such suit or action or in any bankruptcy proceeding, in addition to all other sums provided by law. ARTICLE XIV 14.01 Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by certified mail, postage prepaid, to the parties hereto at the addresses immediately after the signatures to this Agreement (or at such other address as either party hereto shall designate in writing to the other for notices to such party), to any assignee (other than a Registered Owner) at its address as it appears on the registration books maintained by Purchaser and to any Registered Owner at its address as it appears on the registration books maintained by the Agent. 14.02 Certification as to Arbitrage. Unless a separate Certificate as to Arbitrage is delivered on the Commencement Date, Purchaser shall be deemed to make the following representations and covenants as of the Commencement Date for each Property Schedule: Form No: 96-400.o97-kmf - 4 - (a) The estimated total costs, including taxes, freight, installation, cost of issuance, of the Property under the Property Schedule will not be less than the total principal amount of the Installment Payments. (b) The Property under the Property Schedule has been ordered or is expected to be ordered within six months and the Property is expected to be delivered and installed, and the Vendor fully paid, within one year from the Commencement Date. Purchaser will pursue the completion of the Property and the expenditure of the net proceeds of the Property Schedule with due diligence. (c) Purchaser has not created or established, and does not expect to create or establish, any sinking fund or other similar fund (i) that is reasonably expected to be used to pay the Installment Payments under the Property Schedule, or (ii) that may be used solely to prevent a default in the payment of the Installment Payments under the Property Schedule. (d) The Property under the Property Schedule has not been and is not expected to be sold or otherwise disposed of by Purchaser, either in whole or in major part, prior to the last maturity of the Installment Payments under the Property Schedule. (e) There are no other obligations of Purchaser which (i) are being sold within 15 days of the Commencement Date of the Property Schedule; (ii) are being sold pursuant to the same plan of financing as the Property Schedule; and (iii) are expected to be paid from substantially the same source of funds. The officer or official who has executed the Property Schedule on Purchaser's behalf is familiar with Purchaser's expectations regarding the use and expenditure of the proceeds of the Property Schedule. To the best of Purchaser's knowledge, information and belief, the facts and estimates set forth in herein are accurate and the expectations of Purchaser set forth herein are reasonable. 14.03 This section has been intentionally omitted. (f) 14.04 Binding Effect. This Agreement shall inure to the benefit of and shall be binding upon Seller and Purchaser and their respective successors and assigns. 14.05 Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. 14.06 Waiver of Jury Trials. Purchaser and Seller hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement or the actions of Seller or Purchaser in the negotiation, administration, performance or enforcement hereof. 14.07 Amendments, Changes and Modifications. This Agreement may be amended in writing by Seller and Purchaser to the extent the amendment or modification does not apply to outstanding Property Schedules at the time of such amendment or modification. The consent of the applicable assignee or Agent, if any, shall be required to any amendment or modification before such amendment or modification shall be applicable to any outstanding Property Schedule. 14.08 Execution in Counterparts. This Agreement and the Property Schedules hereunder may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 14.09 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State. 14.10 Captions. The captions or headings in this Agreement are for convenience only and in no way define, limit or describe the scope or intent of any provisions or sections of this Agreement. IN WITNESS WHEREOF, Seller and Purchaser have caused this Agreement to be executed in their names by their duly authorized representatives as of the date first above written. Seller: Key Municipal Finance, a division of Key Corporate Capital Inc. By: f/:.----7 Name: e t )- Title: r -e< r £ (.rv.Q ).; Purchaser: City of Yakima Name: �^1-� i- ..--I Title: L� i\vW,--i•&_ Attest: • �1 r ' Name: 16A- e.6.v S 006-4-rs Title: C° ITV L' Form No: No: 96-400.o97-kmf - 5 - Addendum to Master Tax -Exempt Installment Purchase Agreement Washington THIS ADDENDUM, which is entered into as of 10/15/2003 between Key Municipal Finance, a division of Key Corporate Capital Inc. ("Seller"), and City of Yakima ("Purchaser"), is intended to modify and supplement the Master Tax -Exempt Installment Purchase Agreement between Seller and Purchaser of even date herewith (the "Master Agreement"). Capitalized terms not otherwise defined herein shall have the meanings set forth in the Master Agreement. In addition to the representations, warranties and covenant of Purchaser set forth in Article III of the Master Agreement, Purchaser shall be deemed, as of the Commencement Date for each Property Schedule executed and delivered under the Master Agreement, to represent, covenant and warrant for the benefit of Seller, any Agent and any Registered Owners, that Purchaser is not in violation of, and the execution and delivery of the Property Schedule will not cause Purchaser to violate, any debt limitations applicable to Purchaser or the Property Schedule. Without limiting the foregoing, (i) if Purchaser is a county, city or town, Purchaser is not in violation of, and the execution and delivery of the Property Schedule will not cause Purchaser to violate, the provisions of Section 39.30.010 of the Revised Code of Washington; (ii) if Purchaser is a school district, Purchaser is not in violation of, and the execution and delivery of the Property Schedule will not cause Purchaser to violate, the provisions of Section 28A.335.200 or Section 39.36.020 of the Revised Code of Washington; and (iii) if Purchaser is a fire district, Purchaser is not in violation of, and the execution and delivery of the Property Schedule will not cause Purchaser to violate, the provisions of Section 52.12.061 of the Revised Code of Washington. IN WITNESS WHEREOF, Seller and Purchaser have caused this Addendum to be executed in their names by their duly authorized representatives as of the date first above written. Seller: Key Municipal Finance, a division of Key Corporate Capital Inc. By:1/ Name: R_.'..,.7-4$-\._ /4kr4_ Name:�� �� Title: Diredc, (f),ea13 o,,s is.K1544 SEAL Office Use Only Purchaser: City of Yakima By:' 4,,, N Name: R_.'..,.7-4$-\._ Title: �� ,�\�k\�N�S - `Attest: 3 � 1 C By: Name: K/1 - !e Gut) S iLi56 -75 Title: Customer Number: Lease Number: Form No: 96-400.o97-kmf - 6 - Property Schedule No. 01 Master Tax -Exempt Installment Purchase Agreement This Property Schedule No. 01 is entered into as of the Commencement Date set forth below, pursuant to that certain Master Tax - Exempt Installment Purchase Agreement (the "Master Agreement"), dated as of 10/15/2003, between Key Municipal Finance, a division of Key Corporate Capital Inc., and City of Yakima. 1. Interpretation. The terms and conditions of the Master Agreement are incorporated herein by reference as if fully set forth herein. Reference is made to the Master Agreement for all representations, covenants and warranties made by Purchaser in the execution of this Property Schedule, unless specifically set forth herein. In the event of a conflict between the provisions of the Master Agreement and the provisions of this Property Schedule, the provisions of this Property Schedule shall control. All capitalized terms not otherwise defined herein shall have the meanings provided in the Master Agreement. 2. Commencement Date. The Commencement Date for this Property Schedule will be the later of (a) the date the City executes the Exhibit 5, Acceptance Certificate, or b) October 15, 2003 3. Property Description and Payment Schedule. The Property subject to this Property Schedule is described in Exhibit 1 hereto. Purchaser shall not remove such property from the locations set forth therein without giving prior written notice to Seller. The Installment Payment Schedule for this Property Schedule is set forth in Exhibit 1. 4. Opinion. The Opinion of Purchaser's Counsel is attached as Exhibit 2. 5. Purchaser's Certificate. The Purchaser's Certificate is attached as Exhibit 3. 6. Proceeds. Seller shall disburse the proceeds of this Property Schedule in accordance with the instructions attached hereto as Exhibit 4. 7. Acceptance Certificate. The form of Acceptance Certificate is attached as Exhibit 5. 8. Additional Purchase Option Provisions. In addition to the Purchase Option provisions set forth in the Master Agreement, Installment Payments payable under this Property Schedule shall be subject to prepayment as follows: See termination amount in Exhibit 1 (Payment Schedule), subject to per diem adjustment. 9. Bank Qualification and Arbitrage Rebate. Attached as Exhibit 6. 10. Expiration. Seller, at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Agreement (including this Property Schedule all ancillary documents) are not received by Seller at its place of business by 10/15/2003. IN WITNESS WHEREOF, Seller and Purchaser have caused this Property Schedule to be executed in their names by their duly authorized representatives as of the Commencement Date above. Seller: Key Municipal Finance, a division of Key Corporate Capital Inc. By: 71-CX:--'-'7''"';- Name: -4-?/-- /eke Title: ✓) d cb-c (01p4D44 .-/' Purchaser: City of Yakima By:,SSV Name: -\R ---S\ -� 7 --- Title:`\ i`A '��"4"\)-c>..�'1� p,ti.i`_S,A '1e ST" AL Attest: is ,Name: jta-re6,t) ii6o273 Title: c.,-ry C LEIe..K— Form No: 96-400.o97-kmf -1- EXHIBIT 1 Property Description and Payment Schedule Re: Property Schedule No. 01 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc., and City of Yakima. The Property is as follows: The Property as more fully described in Exhibit A incorporated herein by reference and attached hereto. EQUIPMENT LOCATION: 129 N Second Street, Yakima, WA 98901 USE: — This use is essential to the proper, efficient and economic functioning of Purchaser or to the services that Purchaser provides; and Purchaser has immediate need for and expects to make immediate use of substantially all of the Property, which need is not temporary or expected to diminish in the foreseeable future. Installment Payment Schedule If the Due Dates are not defined in this Installment Payment Schedule, they shall be defined as the day of each semi- annual period of this Installment Payment Schedule commencing with the Acceptance Date. Total Principal Amount $491,838.05 Payment No. Due Date Payment Amount Interest Amount Principal Amount Prepayment Balance (*) 1 2/15/2004 53,266.63 5,151.62 48,115.01 452,597.50 2 8/15/2004 53,266.63 6,989.71 46,276.92 405,395.04 3 2/15/2005 53,266.63 6,260.73 47,005.90 357,449.02 4 8/15/2005 53,266.63 5,520.28 47,746.35 308,747.75 5 2/15/2006 53,266.63 4,768.16 48,498.47 259,279.31 6 8/15/2006 53,266.63 4,004.19 49,262.44 209,031.62 7 2/15/2007 53,266.63 3,228.19 50,038.44 157,992.41 8 8/15/2007 53,266.63 2,439.96 50,826.67 106,149.21 9 2/15/2008 53,266.63 1,639.32 51,627.31 53,489.35 10 8/15/2008 53,266.63 826.09 52,440.54 Grand Totals 532,666.30 40,828.25 491,838.05 (*) after payment on corresponding line has been made. Purchaser: City of Yakima BY: ZVZ::--—e:7� �.- Name: -Z c5 Title: �1�-.-‘1 'cNk;� EXHIBIT A -- PROPERTY DESCRIPTION Reference the Department of Finance & Budget's "Information Systems Memorandum" dated July 15, 2003 detailing the Equipment List for the COBAN/Sony In -Car digital Camera s-,i,AT/'e%> Form No: 96-400.o97-kmf - 2 - International Business Machines Corporation Please directinquiries and correspondence to Account Number Invoice Number Invoicedate Page Numtrer ISM CORPORATION 9940347 CDKTNO1 07/25/2003 Page 1 of 2 2929 N CENTRAL AVE PHOENIX AZ 85012 Phare 877-426-6006 Installed At City of Yakima Police Department 200 South 3rd Street Yakima, WA 98901 Customer Reference M o IMAM t: - s ▪ MI = -- • - w— s� - M - r• MI MI --M i - O I - NEM =MVP' - 1 i Accounts Rec. invoice To: Branch Off. City of Yakima 129 N 2nd Street Yakima, WA 98901-2613 WAY In -Car Video Surveillance Solution Services IBM Contract# CFT4OKK, Work# CCKTN, SOW, PCR# 2, PCR# 3, PCR# 4 Please remit payments to PO47 .00 -W- SAN=:FRANCIYS Terms • PAYABLE UPON RECEIPT OF INVOICE LATE PAYMENT FEE MAY APPLY This invoice is issued pursuant to the IBM Customer Agreement or the equivalent agreement between us. INVOICE FOR HARDWARE, SOFTWARE AND SERVICES Qty. Manu£. Part# Description Total Price 34 Coban VDMT-100020 Video Mobile Data Terminal $224,200.00 32 Coban RH2120G 20 Gig Removeable Harddrive $11,680.00 32 Coban SMC' MDT In -Car Mounting Hardware $16,000.00 32 Coban DVMS-LIC DVMS Client/Server Software License Fee $19,520.00 And 1st Year Maintenance Fee / VMDT Unit 4 Coban RHS -21 HDD Up -Load Stand $500.00 4 Coban ECONOSCAN Bar Code Reader (includes PCR# 3) $1,500.00 70 Coban GWD-900WM Wireless Microphone Transmitter Kit $16,800.00 1 Coban VHS -Adapt Digital to VHS Format Adapter $75.00 6 1 Coban VHS -Adapt Digital to VHS Converter Cable (PCR# 2) $100.00 2 Coban MFJ-4225 DC Power Supply (PCR# 4) $336.00 1 IBM 867031X xSeries 345 w/6 146GB Drives $25,175.00 1 IBM 3583-L36 Ultrium Tape Library with 36 Slots $31,971.00 2 IBM 3589-002 Ultrium Tape Cartridges $4,400.00 1 IBM 830543U Netvista M24 Desktop $882.00 1 IBM 867031X 17" Flat Panel Monitor $500.00 1 IBM TSM Tivoli Storage Monitor $735.00 1 Microsoft 228-00683 SQL Server with 5 CAL $2,000.00 1 Microsoft C11-00016 Windows 2000 Server with 5 CAL $1,200.00 The total amount is due upon receipt of this invoice. If not paid within 30 days, include an additional 2% of the amount shown below. Original Invoice PAY THIS AMOUNT $489,405.01 International Business Machines Corporation Please direct inquiries a id correspondence to IBM CORPORATION 2929 N CENTRAL AVE PHOENIX AZ 85012 Phone 877-426-6006 Account Number Invoice Number 9940347 CDKTNO1 Installed At invoice To: City of Yakima Police Department 200 South 3rd Street Yakima, WA 98901 Customer Reference City of Yakima 129 N 2nd Street Yakima, WA 98901-2613 In -Car Video Surveillance Solution Services IBM Contract# CFT4OKK, Work# CCKTN, SOW, PCR# Please remit payments to PO BOX'6100O SAN, FRANCISCZ Mvoecedate 07/25/2003 SW t_ Page Number Page 2 of 2 Milli MN= MIMI .®®iN ® 11W -- o =ME «rrrro — — — OM O / - — MI=— r• 1 Ma Accounts Rec. Branch Off. WAY 2, PCR# 3, PCR# 4 Terms PAYABLE UPON RECEIPT OF INVOICE LATE PAYMENT FEE MAY APPLY This invoice is issued pursuant to the IBM Customer Agreement or the equivalent agreement between us. Oty. Manuf. INVOICE FOR HARDWARE, SOFTWARE AND SERVICES Part# Services Description Total Price Installation, Training, PM SUBTOTAL TAXES TOTAL NOTE: Shipping Charges will be billed later. $97,097.00 $454,671.00 $34,734.01 $489,405.01 The total amount is due upon receipt of this invoice. If not paid within 30 days, include an additional 2% of the amount shown below. Original Invoice PAY THIS AMOUNT $489,405.01 'nternational Business Machines Corporation Please direct inquiries and corresponndence to Account NumberInvoice Number Imoko date • Pao Number IBM CORPORATION 9940347 CDKTNO2 08/21/2003 Page 1 of 1 2929 N CENTRAL AVE PHOENIX AZ 85012 Phone 877-426-6006 Installed At invoke To: City of Yakima Police Department 200 South 3rd Street Yakima, WA 98901 Customer Reference City of Yakima 129 N 2nd Street Yakima, WA 98901-2613 M M=M�M I t. t_/ to - wt_ IW MEW& SW MUM I=VWMN - �=EP _WWI IMMO - e• $ e• Accounts Rec. Branch Off. WAY In -Car Video Surveillance Solution Services IBM Contract# CFT4OKK, Work# CCKTN, SOW, PCR# 2, PCR# 3, PCR# 4 Please remit payments to po"ox a6z4070Y SAN FRANCI d y Terms PAYABLE UPON RECEIPT OF INVOICE LATE PAYMENT FEE MAY APPLY This invoice is issued pursuant to the IBM Customer Agreement or the equivalent agreement between us. INVOICE FOR SHIPPING CHARGES Description Total Price Shipping Charges for Hardware and Software shipped to Yakima Police Department SUBTOTAL TOTAL $2,433.04 $2,433.04 $2,433.04 NOTE: Hardware, Software and Services were previously billed on Invoice# CDKTN01, dated 7/25/03. The total amount is due upon receipt of this invoice. If not paid within 30 days, include an additional 2% of the amount shown below. Original Invoice PAY THIS AMOUNT $2,433.04 EXHIBIT 3 Purchaser 's Certificate Re: Property Schedule No. 01 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Yakima. The undersigned, being the duly elected, qualified and acting keeper of records for the City of Yakima ("Purchaser") do hereby certify, as of 10/15/2003, as follows: 1. Purchaser did, at a meeting of the governing body of the Purchaser held 01 2/2P3 by resolution or ordinance duly enacted, in accordance with all requirements of law, approve and auth6rize khe execution and delivery of the above -referenced Property Schedule (the "Property Schedule") and the Master Tax -Exempt Installment Purchase Agreement (the "Master Agreement") by the following named representative of Purchaser , to wit: NAME OF EXECUTING OFFICIAL TITLE OF EXECUTING OFFICIAL SIGNATURE OF EXECUTING OFFICIAL le . 4. 2.02( 5, se- e_ , ,-r m A-Cracre.. ? . And/ Or 2. The above-named representative of the Purchaser held at the time of such authorization and holds at the present time the office set forth above. 3. The meeting(s) of the governing body of the Purchaser at which the Master Agreement and the Property Schedule were approved and authorized to be executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof, and the enactment approving the Master Agreement and the Property Schedule and authorizing the execution thereof has not been altered or rescinded. All meetings of the governing body of Purchaser relating to the authorization and delivery of Master Agreement and the Property Schedule have been: (a) held within the geographic boundaries of the Purchaser; (b) open to the public, allowing all people to attend; (c) conducted in accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the Purchaser , if any, and the laws of the State. 4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default (as such term is defined in the Master Agreement) exists at the date hereof with respect to this Property Schedule or any other Property Schedules under the Master Agreement. 5. The acquisition of all of the Property under the Property Schedule has been duly authorized by the governing body of Purchaser . 6. Purchaser has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current budget year to make the Installment Payments scheduled to come due during the current budget year under the Property Schedule and to meet its other obligations for the current budget year and such funds have not been expended for other purposes. 7. As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Purchaser in any court (a) seeking to restrain or enjoin the delivery of the Master Agreement or the Property Schedule or of other agreements similar to the Master Agreement; (b) questioning the authority of Purchaser to execute the Master Agreement or the Property Schedule, or the validity of the Master Agreement or the Property Schedule, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Master Agreement and the Property Schedule; or (d) affecting the provisions made for the payment of or security for the Master Agreement and the Property Schedule. K= q4 City of Yakima Keu„. ,.J /6,--ti-e,c..) r Title: din' C [tet. -. ' SIGNER MUST NOT BE THE SAME AS THE EXECUTING OFFICIAL(S) SHOWN ABOVE. Form No: 96-400.o97-kmf -1- EXHIBIT 4 Payment of Proceeds Instructions Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 01 (the "Property Schedule") to Master Tax -Exempt Installment Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. ("Seller"), and City of Yakima ("Purchaser"). Ladies and Gentlemen: The undersigned, an Authorized Representative of the Purchaser hereby requests and authorizes Seller to disburse the net proceeds of the Property Schedule as follows: Name of Payee: 6T% 0J Vfioni By check By wire transfer y If by check, Payee's address: If by wire transfer, instructions as follows: Pay to Bank Name: Key 401014Bank Address: /.0,2 ' fr' k/tnt - /i e Bank Phone #: SD°/ .S7 S` - 000 For Account of: CiiryOi /AK'i1 4 - Gej 'r / Account No.: %d '5 ,3 %R ABANo.: /0. 5-000 "5 ?y City of Yakima By: Name:/1/19P7/fli %�`� le -46e4 Title: /M0.50/ -if /..59/7/11-M iOZer Form No: 96-400.o97-kmf -1- EXHIBIT 5 Acceptance Certificate Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 01 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Yakima Ladies and Gentlemen: In accordance with the above -referenced Master Tax -Exempt Installment Purchase Agreement (the "Master Agreement"), the undersigned ("Purchaser") hereby certifies and represents to, and agrees with, Key Municipal Finance, a division of Key Corporate Capital Inc. ("Seller"), as follows: Date: (1) The Property, as such terms are defined in the above -referenced Property Schedule, has been acquired, made, delivered, installed and accepted on the date indicated below. (2) Purchaser has conducted such inspection and/or testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. (3) No event or condition that constitutes, or with notice or lapse of time, or both, would constitute, an Event of Default (as such terms are defined in the Master Agreement) exists at the date hereof. to-ir- 03 City of Yakima as Purchaser By: Name: 4 Title: Form No: 96-400.o97-kmf -1- EXHIBIT 6 Bank Qualification And Arbitrage Rebate Key Municipal Finance, a division of Key Corporate Capital Inc. 1000 South McCaslin Blvd. Superior, CO 80027 Re: Property Schedule No. 01 to Master Tax -Exempt Installment Purchase Agreement between Key Municipal Finance, a division of Key Corporate Capital Inc. and City of Yakima Qualified Tax -Exempt Obligation This section intentionally left blank Arbitrage Rebate. ,41,t)k eX (a) Purchaser is a governmental unit under the law of the State with general taxing powers, (b) this Property Schedule is not a private activity bond as defined in Section 141 of the Code, and (c) 95% or more of the net proceeds of this Property Schedule will be used for local government activities of Purchaser. Purchaser : City of Yakima By: � '---g, Name: NTJS . Title: �15 \X%"" \-1-'c\ Form No: 96-400.o97-kmf -1- DEPARTMENT OF FINANCE & BUDGET 129 North Second Street Yakima, Washington 98901 October 15, 2003 Key Municipal Finance Attn: John Lekic, Operations Manager 1000 South McCaslin Boulevard Superior, Colorado 80027 RE: Master Tax -Exempt Installment Purchase Agreement dated as of October 15, 2003 (the "Agreement") between Key Municipal Finance, a Division of Key Corporate Capital Inc., ("Seller"), and the City of Yakima ("Purchaser"). This is to confirm that the Purchaser is self-insuring the property covered by the above referenced Agreement and that Key Municipal Finance, a Division of Key Corporate Capital, Inc., will receive payment from the City for damage or destruction to property as outlined in the Purchase Agreement. The Purchaser's self-insurance program covers the risks as listed in Section 8.03 of the Agreement. Purchaser additionally agrees that if at any time during the term of the Agreement the level of funds within Purchaser's self-insurance program are not adequate or appropriated at a level to meet the terms of Section 8.03 of the Agreement, that Purchaser will immediately provide notice to Seller as defined therein. Should you require additional information, please do not hesitate to contact us at 509 575-6070 Sincerely �Jv n���Yb4.613 Rita Anson Finance Director Yakima bdtd 1111 man 1! Customer Service (509) 575-6080 • Finance (509) 575-6070 • Information Systems (509) 575-6098 1994 DATE ACORD, .-CERTIFICATE :OF PROPERTYINSURANN/Y •CE = `"` - :::10/27/2003 _:•:.:.::...:: .::::... .. . .. _ )DUCER (arsn Advantage America THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. '.0. Box 2547 COMPANIES AFFORDING COVERAGE 'ak ima , WA 98907 '09-248-7460 COMPANY A Affiliated FM Ins. CO. (Sullivan) UREO City of Yakima COMPANY B 129 N. 2nd Street COMPANY if(-11- e 1 � .\\''' f f S i! � Yakima, WA 98901 5 0 9 - 5 7 6 - 6 4 2 3 COMPY 1-- -1509-576-6423 _ ..r_-t;','';'i:"",.:`;-..':'`=..;ice_.`: )VERAGES - - THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED, NOTWITHSTANDINGANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENTWITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. I TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE DATE (MM/DD/YY) POLICY EXPIRATION DATE (MMIOD/YY) COVERED PROPERTY LIMITS X I CAUSES L X PROPERTY OF LOSS BASIC BROAD SPECIAL EARTHQUAKE FLOOD TY2 5 9 1/10/03 1/10/4 X X BUILDING s PERSONAL PROPERTY BUSINESS INCOME EXTRA EXPENSE BLANKET BUILDING BLANKET PERS PROP BLANKET BLDG & PP Deductible S . $ $ $ $ 5 3 0,000,000 5 s 100,000 S TYPE CAUSES INLAND MARINE OF POLICY OF LOSS NAMED PERILS OTHER S S S $ 5 $ TYPE CRIME OF POLICY S $ S 1 BOILER & MACHINERY S $ OTHER CATION OF PREMISES/DESCRIPTION OF PROPERTY Terification of Coverage for Video Equipment ECTAL CONDMONS/OTHER COVERAGES -:::..:._,__._.._..;.,...---------• -----=--- ,.RTiF1CATEHOLDER.. _...__." - - - -- Key Municipal Finance SHOULD ANY OF THE ABOVE DESCRIBBEDPOUCIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THFXISNYNX COMPANY WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE LEFT, 1000 S McCas l in Blvd. Superior, CO 80027 BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY KIND THE COMPANY, COMPANY, ITS SAGE��"T.�1, CEj EPR�$F'�yT�I '.'',VAN 1jk jiiOF�(��AN4�Y j�UP��ONN� AEYt1Ci)tJ f ,' N.N E\l' . , H CAU tl + It l Lt � _ nabMil...A alv.A.,,A,,,,,,i) CORD 24 (1/95 L LyyP... .•: Preston I Gates' Ellis LLP October 15, 2003 Key Municipal Finance, a division of Key Corporate Capital Inc. Portland, Oregon City of Yakima, Washington Re: Property Schedule No. 01 dated October 15, 2003 (the "Schedule"), to Master Tax -Exempt Installment/Purchase Agreement, dated as of October 15, 2003, (the "Agreement", which Agreement and Schedule are referred together as the "Lease") between Key Municipal Finance, a division of Key Corporate Capital Inc. (the "Master Vendor"), as Lessor, and City of Yakima, Washington, as Purchaser (the "City"). Ladies and Gentlemen: Our firm acts as special counsel and bond counsel to the City. This opinion is delivered to you pursuant to the provisions of the Lease. In our capacity as such special counsel we have examined an original or copy certified or otherwise identified as being a true copy of the Lease described above (the "Lease"). Any capitalized term used herein and not otherwise defined herein shall have the same meaning as set forth in the Lease. Based upon and subject to the foregoing and below in this letter, we express the following opinions. 1. The City is a public instrumentality created and validly existing under the laws of Washington. 2. The City has full legal right, power and authority (A) to enter into the Lease, and (B) to carry out and consummate the transactions contemplated by the Lease to be undertaken by the City. 3. By official action of the City, the City has duly authorized and approved the execution and delivery of and the performance by the City of its obligation contained in the Lease. 4. The Lease constitutes the legal, valid and binding obligation of the City, enforceable in accordance with its terms. 5. The portion of each payment due under the Lease designated as and comprising interest ("Interest") is excluded from gross income for purposes of federal income taxation pursuant to Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). We A LAW FIRM I A LIMITED LIABILITY PARTNERSHIP INCLUDING OTHER LIMITED LIABILITY ENTITIES 925 FOURTH AVENUE, SUITE 2900 SEATTLE, WA 98104-1158 TEL: 1206) 623-7580 FAX: 1206) 623-7022 www.prestongates.com Anchorage Coeur d'Alene Hong Kong Orange County Portland San Francisco Seattle Spokane Washington, DC Key Municipal Finance, a division of Key Corporate Capital Inc. City of Yakima, Washington October 15, 2003 Page 2 also are of the opinion that the Lease is not a "private activity bond" within the meaning of the Code. 6. We are further of the opinion that Interest is not an item of tax preference for purposes of the federal alternative minimum tax imposed on individuals, but is taken into account in the computation of the corporate alternative minimum tax under Section 55 of the Code. The City has not designated the Lease as a "qualified tax-exempt obligation" for investment by financial institutions under Section 265 of the Code. 7. We express no opinion regarding any other federal tax consequences arising with respect to the Lease. Assumptions, Qualifications, Exceptions and Limitations All opinions contained in this letter are subject to all of the following assumptions, qualifications, exceptions and limitations: (i) The Lessor is duly organized and validly existing and, as to the enforceability opinion, such party is in good standing under the laws of the United States or the state of its incorporation, is authorized and qualified under its organizational documents and under any applicable laws and regulations of the State of Washington to transact business and to enter into and perform its respective obligations under the Lease and is in compliance with all laws material to the opinions expressed herein, including federal laws and regulations; (ii) The execution, delivery and performance of Lease has been duly authorized, executed and delivered by the Lessor, and the Lease is the legal, valid and binding obligation of the Lessor and is enforceable in accordance with its terms against the Lessor; (iii) As to the enforceability opinion, we have assumed that the Lessor will act in a commercially reasonable manner and will meet its implied obligations of good faith and fair dealing; (iv) All of the representations and warranties as to factual matters set forth in the Lease necessary to enable us to render the opinion set forth above are true, correct, complete and accurate as of the date hereof. We have, with your consent, relied solely upon and have not independently verified the accuracy of, the representations, warranties and other statements set forth in the Lease; and (v) Each person signing notarial certificates on the Lease is a duly appointed notary public of the State of Washington (and such appointment has not expired or been revoked) and has performed his/her notarial acts in accordance with RCW 42.44.080. Key Municipal Finance, a division of Key Corporate Capital Inc. City of Yakima, Washington October 15, 2003 Page 3 Exclusions and Qualifications The opinions expressed in this letter are subject to the following further exclusions and qualifications: (i) The enforceability of the Lease is subject to (a) the effect of applicable state or federal bankruptcy, insolvency, conservatorship, receivership, seizure, liquidation, reorganization, moratorium, fraudulent conveyance or transfer, forfeiture, or similar laws now or hereafter in effect, affecting the rights of creditors, generally, and (b) the effect of principles of equity, including, without limitation, concepts of unconscionability, specific performance, injunctive relief, protecting the equity of redemption, appointment of a receiver and other equitable remedies, the discretion of the court before which proceedings may be brought to enforce or interpret the Lease or any document or instrument contemplated thereby, and, as the City is a public entity, which could include the court's discretion about matters of public policy. Our opinion that the Lease is enforceable in accordance with their terms is subject to the Washington context rule of interpretation of contracts. Under such rule, even though terms of a contract may be unambiguous, courts will admit extrinsic evidence to interpret the context; (ii) The enforceability of the Lease is limited by applicable laws governing remedial provisions, but, although specific provisions may be determined to be inequitable or unconscionable, the inclusion of such remedial provisions does not, in our opinion, affect the validity of the Lease as a whole, or make the remedies provided in the Lease inadequate for the practical realization of the principal benefits intended to be provided thereby; (iii) We express no opinion as to any provision pertaining to post -default interest rates, late charges, and any provisions in the nature of a penalty, which provisions might not be enforceable unless a court determines that they are reasonable in amount, reflect compensation for actual damages and are not imposed as a penalty; (iv) We express no opinion as to the enforceability of any provisions of the Lease to the extent that they require the City to (a) waive broadly or vaguely stated rights or unknown future rights, (b) waive defenses or counterclaims where such waivers are against public policy, or (c) waive rights conferred by statute or the Constitution of the State of Washington; (v) We express no opinion regarding the enforceability of any provision in the Lease which provides for rights of indemnification or for acceleration of Rental Payments; (vi) We express no opinion regarding the enforceability of certain terms and provisions or as to the availability of certain remedies set forth in the Lease to the extent they require the City to (a) allow other parties to cumulatively pursue remedies, (b) allow other parties to exercise equitable and self-help remedies, (c) purport to fix evidentiary standards or require the City to waive or modify court rules or statutes regarding litigation (including, but not limited Key Municipal Finance, a division of Key Corporate Capital Inc. City of Yakima, Washington October 15, 2003 Page 4 to, service of process, jurisdiction, venue and/or rights to a jury trial), (d) allow extrajudicial setoff or setoff in circumstances not allowed by law, (e) state that the determination of a party shall be final, binding or conclusive, (f) make ineffective oral waivers or modifications, (g) allow a party to take action as attorney-in-fact or otherwise on behalf of a party, (h) provide for default, repossession or forfeiture (or similar provisions) to the extent notice of default and an opportunity to cure is not provided or a court could conclude that such enforcement, default, repossession or forfeiture would be unreasonable under then -existing circumstances; (i) permit a party to take action or invoke remedies where such actions would cause a substantial forfeiture or penalty; (j) take any action in violation of applicable law or public policy; (vii) Pursuant to RCW 4.84.330, any provision of the Lease requiring one party to pay the other party's attorneys' fees and costs in actions to enforce the provisions thereof will be construed to entitle the prevailing party in any action to be awarded reasonable attorneys' fees, costs and necessary disbursements; (viii) Notwithstanding any provision in the Lease to the effect that the Lease reflects the entire understanding of the parties with respect to the matters described therein, courts in the State of Washington may consider extrinsic evidence of the circumstances surrounding the entering into of the Lease to ascertain the intent of the parties in using the language employed in the Lease; (ix) We express no opinion regarding the enforceability of any provision of the Lease which purports to create an obligation of any party to perform its obligations notwithstanding any commercial frustration of the purpose of the Lease, or as to any question of priority; and (x) We have not made or undertaken any investigation of the state of title to the property described in the Lease and we express no opinion with respect to the title thereto, or the accuracy or sufficiency of the property descriptions contained therein. Although certain members of this firm are admitted to practice in other states, the foregoing opinion applies only insofar as the laws of the State of Washington and federal law of the United States (as interpreted by the Ninth Circuit Court of Appeals and the Supreme Court of the United States may be concerned) and we express no opinion with respect to, and except from our opinion the effect of, the law of any other jurisdiction. The opinions set forth herein are as of the date hereof and take into account only published state (and federal, to the extent noted) laws and regulations as of the date of this letter. We undertake no responsibility and expressly disclaim any undertaking or obligation to advise you of changes in laws, interpretations of laws or facts which may hereafter be brought to our attention including, but not limited to, any changes between the date hereof and the date of execution of the Lease which change could affect the opinion set forth above. Key Municipal Finance, a division of Key Corporate Capital Inc. City of Yakima, Washington October 15, 2003 Page 5 This opinion is solely for your benefit and may not be relied on by, nor copies delivered to, any other person, other than your successor or assign, without our prior written consent in each instance. Very truly yours, PRESTON GATES & ELLIS LLP ry By Nancy M. Neraas NMN:rm K:\25739\00065\NMN\NMN_0211B International Business Machines Corporation Please direct inquiries and correspondence to Account Number Invoice Number Invoice date Page Number IBM CORPORATION 9940347 CDKTNO1 07/25/2003 Page 1 of 2 2929 N CENTRAL AVE PHOENIX AZ 85012 ®..r.0 =MOS MINI WI MS— —M .. --- ▪ — --r, • EM M —r.- - — _ M ® ® e® r farao Phone 877-426-6006 Installed At City of Yakima Police Department 200 South 3rd Street Yakima, WA 98901 Customer Reference invoice To: City of Yakima 129 N 2nd Street Yakima, WA 98901-2613 Accounts Rec. Branch Off. WAY In -Car Video Surveillance Solution Services IBM Contract# CFT4OKK, Work# CCKTN, SOW, PCR# 2, PCR# 3, PCR# 4 Please remit payments to Sgia Aia.-1T2 +NCaIS.Catebua‘a916 Terms PAYABLE UPON RECEIPT OF INVOICE LATE PAYMENT FEE MAY APPLY This invoice is issued pursuant to the IBM Customer Agreement or the equivalent agreement between us. INVOICE FOR HARDWARE, SOFTWARE AND SERVICES Qty. Manuf. Part# Description Total Price 34 Coban VDMT-100020 Video Mobile Data Terminal $224,200.00 32 Coban RH2120G 20 Gig Removeable Harddrive $11,680.00 32 Coban SMC MDT In -Car Mounting Hardware $16,000.00 32 Coban DVMS-LIC DVMS Client/Server Software License Fee $19,520.00 And 1st Year Maintenance Fee / VMDT Unit 4 Coban RHS -21 HDD Up -Load Stand $500.00 4 Coban ECONOSCAN Bar Code Reader (includes PCR# 3) $1,500.00 70 Coban GWD-900WM Wireless Microphone Transmitter Kit $16,800.00 1 Coban VHS -Adapt Digital to VHS Format Adapter $75.00 1 Coban VHS -Adapt Digital to VHS Converter Cable (PCR# 2) $100.00 2 Coban MFJ-4225 DC Power Supply (PCR# 4) $336.00 1 IBM 867031X xSeries 345 w/6 146GB Drives $25,175.00 1 IBM 3583-L36 Ultrium Tape Library with 36 Slots $31,971.00 2 IBM 3589-002 Ultrium Tape Cartridges $4,400.00 1 IBM 830543U Netvista M24 Desktop $882.00 1 IBM 867031X 17" Flat Panel Monitor $500.00 1 IBM TSM Tivoli Storage Monitor $735.00 1 Microsoft 228-00683 SQL Server with 5 CAL $2,000.00 1 Microsoft C11-00016 Windows 2000 Server with 5 CAL $1,200.00 The total amount is due upon receipt of this invoice. If not paid within 30 days, include an additional 2% of the amount shown below. Original Invoice PAY THIS AMOUNT $489,405.01 anternationai Business Machines Corporation Please direct inquiries and correspondence to Account Number Invoice Number Invoice date Page Number IBM CORPORATION 9940347 CDKTNO1 07/25/2003 Page 2 of 2 2929 N CENTRAL AVE PHOENIX AZ 85012 Phone 877-426-6006 installed At City of Yakima Police Department 200 South 3rd Street Yakima, WA 98901 Customer Reference ® sriiiiiiiiiie MIND ISGII MANI III MD s Milli OMNI NH MIMI NOVIElgiliill ON MAP MI N OiliiIiibe INIMIWIIII --- N ® IMO .® Accounts Rec. invoice To: Branch Off. City of Yakima 129 N 2nd Street Yakima, WA 98901-2613 WAY In -Car Video Surveillance Solution Services IBM Contract# CFT4OKK, Work# CCKTN, SOW, PCR# 2, PCR# 3, PCR# 4 Terms PAYABLE UPON RECEIPT OF INVOICE LATE PAYMENT FEE MAY APPLY This invoice is issued pursuant to the IBM Customer Agreement or the equivalent agreement between us. INVOICE FOR HARDWARE, SOFTWARE AND SERVICES Qty. Manuf. Part# Description Total Price Services Installation, Training, PM $97,097.00 SUBTOTAL $454,671.00 TAXES $34,734.01 TOTAL $489,405.01 NOTE: Shipping Charges will be billed later. The total amount is due upon receipt of this invoice. If not paid within 30 days, include an additional 2% of the amount shown below. Original Invoice PAY THIS AMOUNT $489,405.01 ''International Business Machines Corporation .Please direct inquiries and correspondence to Account Number' Invoice Number Invoice date PeNumb®r IBM CORPORATION 9940347 CDKTNO2 08/21/2003 Page 1 of 1 2929 N CENTRAL AVE PHOENIX AZ 85012 Phone 877-426-6006 Installed At: City of Yakima Police Department 200 South 3rd Street Yakima, WA 98901 Customer Reference invoice To: City of Yakima 129 N 2nd Street Yakima, WA 98901-2613 — M IRWIN — ewe® — ▪ _ i NIL .. NM M S NOW__.1_ MP MEM II. —i— e� f• e/ Mr NI — ere® e— SF s - e— r NMI Accounts Rec. Branch Off. WAY In -Car Video Surveillance Solution Services IBM Contract# CFT4OKK, Work# CCKTN, SOW, PCR# 2, PCR# 3, PCR# 4 Please remit payments to „4-4PQ.OXB40`! sANagoaEre-Ha Terms PAYABLE UPON RECEIPT OF INVOICE LATE PAYMENT FEE MAY APPLY This invoice is issued pursuant to the IBM Customer Agreement or the equivalent agreement between us. INVOICE FOR SHIPPING CHARGES Description Shipping Charges for Hardware and Software shipped to Yakima Police Department SUBTOTAL Total Price $2,433.04 $2,433.04 TOTAL $2,433.04 NOTE: Hardware, Software and Services were previously billed on Invoice# CDKTN01, dated 7/25/03. The total amount is due upon receipt of this invoice. If not paid within 30 days, include an additional 2% of the amount shown below. Original Invoice PAY THIS AMOUNT $2,433.04