Loading...
HomeMy WebLinkAboutR-1992-D6075 Computer / PrimeRESOLUTION NO. D-6075 A RESOLUTION authorizing purchase of certain Prime series computers and associated peripheral equipment and software without calling for bids and declaring certain existing Prime series computers to be surplus. WHEREAS, the City of Yakima desires to finance through an Equipment Lease agreement: 1. An existing lease balance with Primetec Leasing, a Leasetec Company, of $522,154; 2. New computer equipment described as Series 6650 and 5540 computers for $963,059; and, 3. An Uninterruptible Power Supply for $104,000 for a total amount of $1,589,213 for which Primetec Leasing and Prime Computer, Inc. have indicated their willingness to contract no later than March 31, 1992; and WHEREAS, the City of Yakima desires to enter into a six year lease/purchase option agreement for the aforementioned system at the proposed price, by which the City makes install- ment payments to Primetec Leasing, Inc., a Leasetec Company; and WHEREAS, the resulting Primos Operating System represents a combination of Prime computer hardware and software that best matches the City's current needs, a refinement process that has been ongoing since 1981, the continuation of which avoids time delays that would be a critical detriment to the City administration's functioning, as well as increased costs involved in a conversion to a different system; and WHEREAS, the City Council finds and declares Prime Com- puter, Inc. is the sole source of the required hardware making the bid process unnecessary; and WHEREAS, the City's current Prime Series 9955, 9755, and 4050 computers, attached peripheral equipment, and system software is not needed for the desired above -outlined system and is thus surplus and is to be used as partial consideration for the contemplated lease purchase, now, therefore, - 1 -- (res/prime.sc) BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: The City Manager and City Clerk are hereby authorized and directed to execute the following documents in the possession of the City's Finance Director: 1. System Lease Schedules A for Series 6650 and 5540 computers; v. Equipment Lease (Master Terms and Conditions) docu- ments, also known as Master Lease Purchase Agree- ment, and associated addenda relating to essential use confirmation, records agent designation, and operations/status assurance, as to the above -desig- nated series; 3. Rider documents related to amortization, fixed purchase price option, and non -appropriation termi- nation, as to the above -designated series; 4. UCC -1 Financing Statements related to the above - designated series; • 5. Any documents providing for return of surplus Prime Series 9955, 9755, and 4050 computers, including attached peripheral equipment, and system software, as part of the acquisition of the above -outlined Primos Operating System; 6. Information Return for tax-exempt governmental obligation, Internal Revenue Service Form No. 8038- G; and 7. Any other adjunct document which, in the opinion of the City Attorney, is necessary to carry out the purpose of this resolution. ADOPTED BY THE CITY COUNCIL this 27-4-4. day of L4a.4, 1992. cf >eLd7.• Mayor ATTEST: City Clerk (res/prime.sc) AN ORDINANCE ORDINANCE NO. amending the 1992 budget for the City of Yakima; and making an appropriation of $213,059 in the General Fund for expenditure during 1992 for a Computer Purchase Lease. WHEREAS, the amount of $213,059 must be appropriated within the General Fund in order to provide funding for a Computer Purchase Lease, and WHEREAS, at the time of the adoption of the 1992 budget it could not reasonably have been foreseen that the appropriation provided for by this ordinance would be required; and the City Council finds that an emergency exists of the type contemplated by RCW 35.33.091 and that it is in the best interests of the City to make the appropriation herein provided, now, therefore, BE IT ORDAINED BY THE CITY OF YAKIMA: Section 1. The amount of $213,059 is hereby appropriated from the Unappropriated Fund Balance in the General Fund to account number 000.052.631.0000.594.18-660 as a 1992 appropriation. Section 2. This ordinance is one making an appropriation and shall take effect immediately upon its passage, approval and publication as provided by law and by the City Charter. PASSED BY THE CITY COUNCIL, signed and approved this day of April, 1992. ATTEST: CITY CLERK First Reading: Publication Date: Effective Date: LEGAUbd Ordinances A09 MAYOR CITY OF YAKIMA CITY HALL, YAKIMA, WASHINGTON 98901 City of Yakima Information Systems Memorandum Date: March 17, 1992 DEPT. OF FINANCE & BUDGET Customer Service 575-6080 Finance 575-6070 Information Systems 575-6098 To: The Honorable Mayor & Members of the City Co Dick Zais, City Manager From: John Hanson, Director of Finance & Budget Rick Pettyjohn, Information Systems Manager Subject Acquisition of General City & Public Safety Co4puters Purpose: The purpose of this Memorandum is to: 1) Update the City Council about the computer acquisition process (Pages 1&2); 2) Describe the final computer configuration (Pages 2, 3 & 4); 3) Request a supplemental Lease Capital Appropriation to reflect the capital amount of the final computer configuration (Page 4); 4) Explain the annual cost savings produced by reduced lease payment and equipment maintenance costs (Pages 4 & 5); 5) Request the City Council to declare Prime Computer Inc. as the Sole Source for the computer equipment and software (Page 6); and 6) Request the City Council to authorize an Equipment Lease with Primetec Leasing, Inc. to acquire the computer equipment (Page 6 & 7). Computer Acquisition Update: During the City Council Meeting of September 19, 1991, Information Systems presented an Information Systems Five -Year Strategic Plan Update. The Strategic Plan Update recommended acquisition of new General City and Public Safety central computer systems. In the Introductory Memo we recommended that the City acquire two of the recently introduced Prime 5000 Series of computers. We estimated the capital cost of the two new computers at $750,000. We also estimated the total, annual, incremental Hardware Maintenance and Lease Cost increase at $100,000. The City Council accepted the Strategic Plan and the computer acquisition recommendations. Page 1 Accordingly, as a 1992 Budget Policy Issue, we requested an appropriation of $750,000 in the Information Systems Capital Lease account and a $100,000 appropriation increase in the Lease Payments accounts of the 1992 Preliminary Budget. A Lease I• venue offset the Lease Capital appropriation. Police High -Crime funds and Fire EMS funds provided the funding for the $100,000 Lease Payments. The City Council approved these appropriations and revenue sources during the 1992 Final Budget adoption in December 1991. However, we noted in both the September report and the budget document that the final Lease Capital amount may change. The Information Systems staff has developed a Prime Computer hardware and software configuration that we believe takes best advantage of the available technology and the balance between capital expenditures and maintenance costs.. The resulting computer systems will greatly increase both the performance and the flexibility of the City's computer systems well beyond the current computer configuration. While the capitalized amount has increased, actual, annual, lease and maintenance costs have decreased significantly. The City will realize the majority of these savings within the first two years. For example, in 1992 the City will save over $100,000 in the combined Information Systems lease and maintenance accounts. Because these savings occur within the first couple years, they enhance the present value our acquisition proposal even further. In consideration of the prior City Council computer acquisition approval, the increased computer performance the City will realize, and the projected budgetary savings resulting from the final computer configuration, we strongly recommend that the City Council accept this report, approve the related legislation, and direct the City Manager to execute the agreements necessary to complete the computer purchase. Computer Configuration Description Prime CPU Performance - The final computer configuration will replace the City's Prime 4050, 9755, and 9955 CPUs with two Prime 5540 CPUs. The City's three current CPUs have a combined power rating of 11.6 Million Instructions Per Second (MIPS). Each Prime 5540 has a MIPS rating of 38.76 for a combined 77.52 MIPS total. Therefore, the City will realize a nearly seven -fold increase in totalcomputer processing power. This power increase should result in approximately a four -fold increase in work through -put and perceived performance improvements. The performance increase will eliminate the long delays and slow computer response times currently experienced by City computer users. It will also provide more capacity for further automation resulting in a more effective and efficient workforce. Page 2 Public Safety CPU Upgrade - In the September report we had anticipated purchasing a Prime 5540 for General City use and a 5520 for the Public Safety System. However, after further analyzing the load on the current Public Safety System and factoring in the expected growth in Public Safety use, we re- configured the final system to include two Prime 5540s. This has increased the total capital amount by approximately $107,000. The $107,000 represents approximately a 30% capital increase for a 100% computer power increase. If the City exercised the 5540 option in the future, we believe the upgrade cost would grow to 70% or greater. Computer Peripherals Replacement - The recommended computer configuration will also replace nearly all of the City's existing disk storage, tape backup, and the central data communications equipment. While we had originally planned only to increase the current disk, tape, and communications peripherals, four factors contribute to the benefit of nearly complete replacement. First, capacity in all three areas will increase dramatically. Disk space will increase from our present capacity of 8.7 billion characters (gigabytes) to 13.0 gigabytes. Unattended tape backup capacity will increase from 4 gigabytes to 10 gigabytes. Communications ports will increase from 328 to 384. Second, the flexibility and reliability of the systems will increase. The new disk and tape systems are inherently more reliable resulting in a longer mean -time between failures. Furthermore, because the tape and disk systems have redundant power supplies, the computer operators may replace the drives "on -the -fly." These features will eliminate almost all computer down time resulting from disk failures -- normally the most unreliable segments of computer systems. The new communications systems will provide easier and broader access to the central computers by all City computer users. Third, the new systems will move the City towards industry -wide "Open - System" standards in hardware, communications software, and communications wiring schemes. This will lead to more competitive and wider choices of hardware when expanding the systems in the future. Fourth, replacing the systems will cost the City less in lease and maintenance costs than staying with the older technology hardware. For example, monthly maintenance per megabyte on the existing 496 disk drives equals 25.6 cents per megabyte. Monthly maintenance per megabyte on the new disk drives will cost the City only 3.5 cents — a decrease of 7.3 times. While the new hardware will increase the capital amount of the acquisition by approximately $85,000, savings in maintenance costs will reduce total annual expenditures by $16,000 net of the capital payments. Page 3 The rest of the hardware and software system configuration remains the same as the City's current systems except for the addition of a "C" Compiler. This compiler will enable Information Systems to write system level utilities in an "Open -System" standard. This will result in more efficient utilities and will enable us to convert more easily to Open -Systems in the future. The "C'" Compiler increased the capital amount by approximately $21,000. While the CPU performance and peripheral capacity increases may seem large, it represents approximately' the same increases the City realized when we updated the Prime 550 CPU to the Prime 9950 and 2550 CPUs in 1985. If computer usage continues to grow at the same rate as the last seven years, the Prime 5000 Series technology, should last for another five to seven years. However, as in the past, the City may require some incremental power increases and additional peripheral equipment during that time. Supplemental Capital Lease Appropriation Request The City Council approved a $750,000 Lease Capital avpropriatioi� to _,aca uire new, central Prime computer systems. As stated above, wg recomrnend three changes that increase the capital cost of the new systems_. The Public Safety, CPU wade adds $107,000; the disk, tape and. communications trade adds $85,000; and the "C" Compiler adds $21.000_. These chases require an additional $213,059 appropriation resulting in a $963,059 total. This additional Capital Lease Appropriation does not effect the 1992 City's General Fund balance. The appropriation satisfies a State Auditor's accounting requirement to state the full capital cost of leased equipment in the year the lease begins. A Coital Lease Revenue fully offsets the appropriation resulting in no change to the actual General Fund expenditures. Accordingly, we have prepared an Appropriation Request for $213,059 and submitted it with this report. Lease & Maintenance Budget Savings While the Capital. Lease accounts have increased above the adopted budget, Information Systems' actual costs, as reflected in the lease payment and equipment maintenance expenditure accounts, have decreased significantly. We have decreased these costs by rolling existing leases into the new lease and by dramatically reducing equipment maintenance costs. The new lease will include the • rior Prime e• ui . ment lease balance of $427,568 the CalComp Plotter lease balance of $58,448, the GIS Workstation lease balance of $36,138, the recently installed Uninterruptable Power Supply lease of $104,000, and the new Prime computer lease of $963,059. The lease balances and new leases total $1,589,213. The new annual lease principal and Page 4 interest payments equal $366,619. Because of the equipment delivery schedule, the 1992 lease payment will equal $302,907. The five-year average annual payment equals $353,876. This averages $24,509 over the projected $329,368 budget. The City will realize cost savings in equipment maintenance for two reasons. First, reliability of the new equipment has greatly increased resulting in less required maintenance and, therefore, less expensive maintenance contracts. Second, Prime will provide to the City one year free maintenance on all new hardware. As a result, the Prime equipment maintenance budget will decrease from $106,844 to $29,470 for a $77,374 saving. In 1993 maintenance will increase to $47,988 for a $58,856 saving. In the subsequent years, the maintenance will increase to $70,196 for a $36,648 saving. The five-year average annual saving equals $49,235 compared to the 1992 budget projected forward. These expenditures remain consistent with the Strategic Plan Update Introductory Memo and the 1992 Budget Wrap-Up/Policy Issues. In both the Strategic Plan and the 1992 Budget we indicated that the Capital Lease amount may require adjustment but the actual expenditures in the Lease Payments and Maintenance accounts would remain below an annual incremental increase of $100,000 as budgeted in the 1992 Information Systems budget. The City will realize an average annual saving of $24,726 from the estimated $100,000 budget increase for lease payment and equipment maintenance costs. Because the Strategic Plan lease and capital cost projections include some equipment in addition to the central computers, we have difficulty directly comparing the Strategic Plan projections to this report. However, our estimated $353,876 average annual cost falls well below the $632,913 Strategic Plan projection. Equipment Delivery Schedule Prime's originally announced development schedule called for delivery of the 5520s in March 1992, and the 5540s in June 1992. Due to continuing software engineering of the Primos Operating System, Prime now projects 5520 delivery in mid-June and 5540 delivery at the end of August or beginning of September. Because of the delay, we have negotiated delivery of interim CPUs from Prime. Prime will deliver two Prime 6550 CPUs for a cost of $50,000 each — well below market value. Prime has reduced the cost of the 5540s an equivalent amount. In addition, Prime will provide free maintenance of the 6550s until they deliver the 5540s. When Prime does deliver the 5540s, the year of free maintenance begins on the new CPUs. We believe this proposal protects the City's interest and provides adequate performance until delivery of the 5540s. Prime rates the 6550 and the 5520 CPUs at approximately the same level of performance. In effect, the City will Page 5 receive the use of two very powerful computers free of charge. Even if Prime further delays the 5540 delivery, the City will save approximately $3,000 per month in maintenance. Prime Computer Sole Source Dedaration The City has used Prime computers since 1981. During the last eleven years Information Systems has both purchased and developed a large number of application systems that depend upon the Primos Operating System. We could convert much of our software to use other companies' computers. However, as reported in the Strategic Plan Introductory Memo, the time delay and costs of such a conversion far outweigh any advantages. Prime has developed the Primos Operating System specifically for commercial data processing and has created a mature, easy-to-use, operating system. As such, it has many advantages over the current Open System UNIX standard. Therefore, because of the conversion costs .and the advantages of the Primos Operating System, we believe that remaining with. Prime computers will best serve the City's interests. Prime Computer, Inc. manufactures all the equipment and software in the recommended computer configuration. Value Added Re -marketers (VARs) provide the only other source. The VARs must sell software with the computer equipment. Since this purchase does not include software, we recommend that the City Council declare Prime Computer, Inc. as the Sole Source for the computer equipment. Information Systems does intend to convert or rewrite most of the City's application software over the next few years to allow for easier conversion to an Open System standard. This will open up a much larger and more competitive source for future system upgrades. Conclusion & Recommendations Use of the City's computer resources has increased dramatically since 1985 when we installed the Prime 9955. Even though the City has added to the 9955 computer system over the years, the increasing demand for computer resources has out paced its technology. The City Council has recognized this fact through it acceptance of the Strategic Plan Update and adoption of the 1992 Information Systems Budget. With the Prime Computer acquisition proposal presented in this report, we believe Information Systems has put together a computer hardware configuration that takes advantage of some of the best, most current, computer technology available and still protects the City's investment in computer software. The proposed system will also begin a movement toward Page 6 an Open -System technology that will provide a more flexible and competitive path for future computer upgrades and acquisitions. More importantly, we have dramatically increased the power and flexibility of the City's central computer resources while staying well below the projected financial resource requirements. While the capital lease costs have increased by $213,059, the City's actual expenditures for lease payments and maintenance costs will decrease approximately $25,000, or 25%, below the projected average annual cost increase over the next five years. The City will realize over $100,000 of that savings in the first year. Therefore, we recommend that the City Council 1) accept this report; 2) pass Resolution authorizing the City Manager to execute the Equipment Lease and dedaring Prime Computer, Inc. as Sole Source; 3) read Appropriation Ordinance by title only 3/24/92; and 4) adopt Appropriation Ordinance 4/14/92. Page 7 Prime Prime Computer, Inc.. Prime Par* Natick Massachusetts 01760 PURCHASE, UCENSE AND SERVICE QUOTATION AND ORDER PART I CUSTOMER: CITY OF YAKIMA CONTACT Rick Pettyjohn PHONE (509) 575-6098 PRIME USE ONLY PAGE 1 OF — PAGES M/A NO. QUOTATION NO. 06346-043-92A P.O. NO. SYSTEM NO. INSTALLATION ADDRESS: 129 N. SECOND ST. YAKIMA, WASHINGTON 98901 This order, consisting of this page and the accompanying Product Schedule(s), is placed pursuant to (check appropriate boxies]): E: 11 Purchase and License Agreement* No. AND/OR Master Service Agreernent No. *Older agreements may be entitled "Purchase, License and Service Agreement:' Any Quotation set forth herein shall remain in effect until the expiration date indicated below unless withdrawn or modified in writing by PRIME prior to acceptance by PRIME of an order made hereunder. Date Of Quotation _ 3/10/92 Requested Ship Date . 4/15/92, Quotation Expiration Date 3/28/92 Miles From the Designated Service Center if this Quotation and (Order is for Service only, check appropriate box ® New System Service Change Customer declines transit insurance (Customer's Wtialul CUSTOMER CITY OF YAKIMA BY TITLE DATE 1150-02A.8l90 PRIME COMPUTER, INC. BY TITLE DATE Forms Management t5-03 Prime Prime Computer, Inc. Prime Park Natick Massachusetts 01760 PURCHASE, LICENSE AND SERVICE QUOTATION AND ORDER PART U: PRODUCT SCHEDULE CUSTOMER CITY OF YAKIMA PRIME USE ONLY PAGE .i_ OF 3 PAGES QUOTATION NO 06346-043-92A SYSTEM NO Qty. Model Number Description Purchase Price and/or License Fee Cod Service charge Supportupd e 1 R-UG6550-50 6550 CPU with 32MB memory $ 50,000 H 0 PRF 1 UG5540-03 UPGRADE: 5540 Model 3 446,000 H 1,450 PRF 1 CR9755-TL Credit for return on 9755 CPU - 21,000 N N/A PRF 1 CRMMW2-8MB Credit: 8MB type 2 memory brd - 5,000 N N/A NON 1 75500-6PK 5 Device Module High availability device module for SCSI -2 disk and tape devices on 5XXX and 6XXX Series systems 6,200 H 30 PRF 4 4732PK1 Disk: 1.34GB 5.25 in SCSI drive mounted on removable sled for use in 75500-6PK device module 31,800 H 120 PRF - 7210G SCSI -2 Controller for disk and/ or tape devices for 2850, 2950, 4000 and 6000 Series 6,820 R 60 PRF 4 KIT6996-002 Kit: SCSI bus cable kit from system bulkhead to 75500-6pk. 440 R N/A NON One kit for each SCSI bus 6 CRO6P-D Credit: Fixed media disk - 6,000 N N/A NON 2 CRO6P-C Credit: Disk/tape controller - 1,000 N N/A NON 1 4601PK1 5.G.B. Helical tape drive 6,950 H 32 PRF 1 CRO6P-T Credit: Tape drive for up- grading to 4598 tape drive - 1,000 N N/A NON 3 LTS350-64 64 Port LTS350 w/Thick Eth and 24,750 H 123 PRF 1 Parallel Port 1 CRLTS300 Credit for LTS300 - 1,000 N N/A NON gent terms: Notwithstanding anything to the contrary in CUSTOMER's pine and license agreement with PRIME, (a) shipment of the Products above will be made "freight collect" 41Ishipping and handling charges to be paid by CUSTOMER directly to the common carrier and (b) payment in fill of the purchase price and license fees (other than monthly fees) for . toducts above is due thirty (30) days from the date of Shipment, i.e.. the transfer, f.o.b. origin, of such Products by PRIME either to a common carrier or to CUSTOMER. CUSTOMER INITIALS` CITY OF YAKIMA 8150-028-880 Forms Management 15-03 Prime Pume a.r,ys:ne ; Inc Pnine Park Natick Massachusetts 01760 PURCHASE, LICENSE AND SERVICE QUOTATION AND ORDER PART II: PRODUCT SCHEDULE CUSTOMER CITY OF YAKIMA PRIME USE ONLY PAGE __3__OF 3 PAGES QUOTATION NO, 06346-043-92A SYSTEM NO. Qty. Model Number Description Purchase Price and/or License Fee Code Service Charge Swoart PP 36 CBL35O-001 4ft. TELCO (50PIN) to DB -25 shielded PVC terminal fanout cable $ 6,480 N $ 0 PRF 2 KIT2294M Kit: To mount URC in 53XX system 1,050 H N/A PRF Kit contains bulkhead adapter board and bulkhead cables • 1 8505-P6S Prime INFORMATION for 50 Series 18,025 S 110 PSS Support Category = A 1 CR8505-P4 Credit: Prime INFORMATION for - 2,500 N N/A NON 50 Series • 1 8503 -P6 -T PRIMOS Telephone Support for N/A N N/A PSS Tier 6 1 9310US-P6 PRIMEWORD Word Processing 20,085 s N/A PSS Support Category = A 1 CR9310US-P4 Credit: PRIMEWORD Word Processing - 8,500 .N N/A NON I 8090-P6 TCP/IP 9,270 S 65 PSS Support Category = A I 8515-P FORTRAN 66 compiler N/C S N/A NON 1 8525-P BASIC Interpreter: Offered as is with no support N/C S N/A NON 1 KIT4590 Cable Kit for the 4590, 800/1600/6250 BPI, 50 IPS 206 N N/A PRF GCR tape controller I IKIT5602 KIT to reconnect 5602 MDLC 155 N N/A PRF 1 KIT5622 KIT to reconnect 5622 MDLC 155 N N/A PRF SUBTOTAL $582,386 $1,990 DISCOUNT 88,072 - TOTALS $494,314 $1,990 Payment terms: Notwithstanding anything to the contrary in CUSTOMER'S purchase and license agreement with PRIME, (a) shipment of the Products above wit be made "freight collect" with all shipping and handling charges to be paid by CUSTOMER directly to the canon carrier and (b) payment in fun of the purchase price and license fees (other than monthly fe. -' `-r the Products above is due thirty (30) days from the date of Shipment, i.e., the transfer, f.o.b. origin, of such Products by PRIME either to a common carrier or to CUSTOMER. CUSTOMER INITIALS: CITY OF YAKIMA 8150-028-8/90 s Management ib- PRIMETEC Primetec Leasing, Inc. A Leasetec Company 1 New York Avenue Framingham, MA 01701 EQUIPMENT LEASE (Master Terms and Conditions) Lessor: Primetec Leasing, Inc. (hereinafter called "Lessor") Address: 1 New York Avenue, Framingham, MA 01701 Lessee. City of Yakima, Washington TO BE COMPLETED BY PRIMETEC ONLY Lease # Date Address. 129 North Second Street, Yakima, WA 98901 (hereinafter called "Lessee") Lessor and Lessee acknowledge and agree to the following: 1. LEASE: (a) Lessor hereby leases to Lessee and Lessee leases from Lessor the personal property described on the Equipment Schedules, together with all replacements, parts, cables, repairs, additions and accessories incorporated therein or affixed thereto (collectively hereinafter called the "Equipment"). (b) "Equipment Schedule" means any Schedule A in the form attached hereto (or as otherwise mutually agreed) with all the blanks completed, signed by Lessor and Lessee and incorporating, by reference, the terms and provisions of this Equipment Lease ("Master Lease"). Each Equipment Schedule shall constitute a separate and independent lease (a "Lease"); the original of such Lease shall consist of the manually -signed Equipment Schedule and a reprographic copy of the Master Lease. (Other capitalized terms used herein shall mean and refer to the definitions set forth below or the corresponding items on the applicable Equipment Schedule.) 2. TERM: The Lease shall commence with respect to Equipment described on the Equipment Schedule upon the Lease Commence- ment Date and shall continue for the Term, calculated from the first day of the month following the Lease Commencement Date. Unless otherwise stated on the Equipment Schedule, "Lease Commencement Date" means the date upon which Equipment is delivered and determined by Lessor or its designees to be ready for use at Lessee's location; and Lessee agrees to execute a Delivery and Acceptance Certificate (in the form of Schedule B hereto) as of such date. 3. LEASE PAYMENTS: Lessee agrees to pay Lessor rent for the Equipment ("Lease Payments") as set forth in the applicable Equip- ment Schedule, together with payment for any partial month at the commencement of the Lease. If the Lease Commencement Date does not fall on the first day of a month, the payment for the partial month at the commencement of the Lease shall be a pro rata portion of the Lease Payment, calculated on a 30 -day basis. (If Rental Payments are payable quarterly under the Equipment Schedule, the references herein to "month" shall mean "quarter"; and the pro rata calculation under the preceding sentence shall be on a 90 -day basis.) Each Lease shall be a net lease, and Lessee's obligation to pay all rent and other sums thereunder shall be absolute and uncon- ditional, and shall not be subject to any abatement, reductions, set-off, defense, counterclaims, interruption, deferment or recoupment, for any reason whatsoever. A charge on any Lease Payments or other sums due hereunder which are past due shall accrue at the rate of 18% per annum, or if such rate exceeds the maximum rate allowed by law, then at such maximum rate, and shall be payable on demand. The Lease may only be terminated as expressly provided herein. 4. WARRANTIES: Lessee acknowledges that it has made the selection of each item of Equipment and any software ("Software") sup- plied with the Equipment, based upon its own judgement and expressly disclaims any reliance upon statements made by Lessor. If the Equipment is new, Lessee has approved the terms of the purchase by Lessor from the Equipment supplier. LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE WITH RESPECT 10 THE EQUIPMENT AND SOFTWARE AND HEREBY DISCLAIMS THE SAME. Lessor shall have no liability for any damages, whether direct or consequential, incurred by Lessee as a result of any defect or malfunction of the Equipment or Software. Lessor hereby assigns to Lessee, for and during the Term, any warranty on the Equipment provided by the supplier. 5. INSURANCE: Upon the commencement hereof and until return of the Equipment, the Lessee shall obtain and maintain at its own expense, (a) insurance against the Toss of or damage to the Equipment including, without limitation, Toss by fire or other casualty, and, (b) public liability and property damage insurance. All such insurance shall be in such amounts, in such form and with such insurers as shall be satisfactory to Lessor; provided, however, that the amount of insurance against loss or damage to the Equipment shall not be less than the greater of the full replacement value of the Equipment or the Lease Payments then remaining unpaid hereunder. Each insurance policy will name Lessee as an insured and Lessor as an additional insured and Toss payee, and shall contain a clause requir- ing the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or of the cancellation thereof. Lessee shall furnish to Lessor a certificate of insurance or other evidence showing that such insurance coverage is in effect. Lesses agrees to give Lessor prompt notice of any insurance claims made or to be made with respect to the insurance described herein. 6. TAXES: In addition to the Lease Payments as provided for herein, Lessee shall pay and (on a net after-tax basis) indemnify and defend Lessor against all fees, assessments and sales, use, property, excise and other taxes now or hereafter imposed by any govern- mental body or agency upon this Lease, any Equipment, Software, Lease Payments or other charges hereunder. Applicable sales and use taxes will be added to the Lease Payments unless Lessee provides evidence of direct payment authority or an exemption certificate valid in the state in which the Equipment is installed. Other applicable taxes may be separately billed to Lessee by Lessor and shall be due within thirty (30) days of the invoice date. REV. 05/91 7. EVENTS OF DEFAULT: An event of default shall occur hereunder if Lessee: (a) fails to pay any Lease Payment or other payment required hereunder when due and such failure continues for a period of ten (10) days after written notice from Lessor; or (b) defaults in the performance of any obligation or in the payment of any sum due Lessor under any other agreement, arrangement or understan- ding and such failure continues for a period of ten (10) days after written notice from Lessor; or (c) fails to perform or observe any other covenant, condition or agreement to be performed or observed by Lessee hereunder or breaches any representation or provision con- tained herein or in any other document furnished Lessor in connection herewith and such failure or breach continues unremedied for a period of ten (10) days after written notice from Lessor; or (d) without Lessor's consent attempts to assign this Lease or remove, sell, transfer, encumber, part with possession, or sublet any item of Equipment; or (e) is not paying its debts as such debts become due, becomes insolvent, files or has filed against it a petition under any chapter of the U.S. Bankruptcy Code, 11 U.S.C. Sec. 1.10 et. seq. (or any similar petition under any insolvency law of any jurisdiction), proposes any dissolution, liquidation, composition, financial reorganiza- tion or recapitalization with creditors, makes an assignment or trust mortgage for the benefit of creditors, or if a receiver, trustee, custo- dian or similar agent is appointed or takes possession with respect to any property or business of Lessee. 8. REMEDIES: Upon the occurrence of any event of default and at any time thereafter, Lessor shall have the right to exercise any one or more of the following remedies: (a) Lessor may terminate this Lease and any other Leases between Lessor and Lessee; (b) Lessor may declare all sums due and to become due for the full term of the Leases so terminated immediately due and payable; (c) Lessor may require that Lessee return all Equipment and Software in the same condition as when delivered, ordinary wear and tear excepted, at Lessee's risk and expense, to such location within the continental United States as Lessor designates; (d) if this Lease specifies a Stipulated Loss Value for the Equipment, with or without terminating this Lease, Lessor may recover such Stipulated Loss Value as of the Lease Payment date immediately preceeding the occurrence of the event of default; (e) if no Stipulated Loss Value is specified in this Lease, with or without terminating this Lease, Lessor may recover damages, not as a penalty, but herein liquidated for all purposes in an amount equal to (i) any accrued and unpaid Lease Payments to the date on which Lessor obtains possession of the Equipment (or such earlier date as judgement is entered in favor or Lessor) (the "Determination Date"), plus interest as specified herein for past due amounts, (ii) the present value of all future Lease Payments reserved in the Lease dis- counted to the Determination Date at a rate equal to the then -current discount rate of the Federal Reserve Bank of San Francisco plus one percent (1%), and (iii) the Equipment's fair market value at the expiration of the Term as estimated by Lessor; (f) Lessor may recover any amounts due under any indemnity then determinable, plus interest as specified herein for past due amounts; (g) Lessor may sell any or all of the Equipment at public or private sale, with or without notice to Lessee or advertisement, or otherwise dispose of, hold, use, operate, lease to others or keep idle such Equipment, all free and clear of any rights of Lessee and without any duty to account to Lessee for such action or inaction or for any proceeds with respect thereto; and may apply the net proceeds therefrom (after deducting all costs associated with such sale) to the obligations of Lessee hereunder and any other obligations of Lessee to Lessor, with any excess proceeds being retained by Lessor; (h) Lessor may exercise any other right or remedy which may be available to it under the Uniform Commercial Code or other applicable taw including the right to recover damages for the breach hereof. to addition, Lessee shall be liable for, and reimburse Lessor for, all reasonable and necessary legal fees and all commercially reasonable costs and expenses incurred by Lessor as a result of the foregoing defaults, or the exercise of Lessor's remedies, including placing any Equipment in the condition required by Paragraph 10 hereof. No remedy referred to in this Paragraph 8 is intended to be exclusive, but each shall be cumulative and in addition to any other rernedy referred to above or otherwise available to Lessor at law or in equity. No express or implied waiver by Lessor of any default shall constitute a waiver of any other or further default by Lessee or a waiver of any of Lessor's rights. The Lessee's separate licenses for Software may provide for termination of such licenses upon termination of this Lease; Lessee is referred to such licenses for applicable provisions. 9. ASSIGNMENT BY LESSOR: LESSEE ACKNOWLEDGES THAT LESSOR MAY SELL, ASSIGN, GRANT A SECURITY INTEREST IN, OR OTHERWISE TRANSFER ALL OR ANY PART OF ITS RIGHTS, TITLE AND INTEREST IN THIS LEASE AND THE EQUIPMENT WITHOUT NOTICE TO OR CONSENT OF LESSEE. Upon Lessor's written notice to Lessee that this Lease, or the right to the Lease Payments hereunder, have been assigned, Lessee shall, if requested, pay directly to Lessor's assignee without abatement, deduction or set-off all amounts which become due hereunder. Lessee waives and agrees it will not assert against Lessor's assignee any counterclaim or set-off in any action for rent under the Lease. Upon the assignment of this Lease, Lessor's assignee shall have and be entitled to exercise any and all rights and remedies (but none of the obligations) of Lessor hereunder, and all references herein to Lessor shall include Lessor's assignee. Lessee acknowledges that any assignment or transfer by Lessor does not materially change Lessee's duties or obligations under this Lease nor materially increase the burdens or risks imposed on Lessee. 10. DELIVERY AND RETURN OF EQUIPMENT: Lessee shall pay all shipping charges for delivery of the Equipment to Lessee's installa- tion site. In the absence of specific instruction, Lessor or the Equipment supplier will select the carrier, but shall not hereby assume any liability in connection with the shipment, nor shall the carrier be construed to be the agent of Lessor. Upon the expiration or earlier termination of the Lease, Lessee, at its own risk and expense, absent Equipment purchase, shall promptly return the Equipment to Lessor in the same condition as when delivered, ordinary wear and tear excepted, to such location within the continental United States as Lessor designates with transportation costs to be prepaid by Lessee; and in addition, Lessee will, on request from Lessor, obtain from the Equipment manufacturer (or other maintenance service supplier previously approved by Lessor) a certificate stating that the Equip- ment qualifies for continued maintenance service at the standard rates and terms then in effect. 11. USE; MAINTENANCE; EXTENSIONS; ALTERATIONS: (a) Lessee, at its expense, shall make all necessary site preparations and cause the Equipment to be operated in accordance with any applicable manufacturer's manuals or instructions. Notwithstanding an, transfer or assignment by Lessor and provided Lessee is not in default hereunder, Lessee shall have the right to quietly possess ani use the Equipment as provided herein without interference by Lessor, its assigns or any other third party claiming through or under Lessor; provided, however, if a Vendor under the terms of its Vendor Agreement (as such terms are defined in Section 18) gives notice of its intent to remove Equipment or Software (due to patent, copyright or other infringement concerns), then this Lease shall terminate as to such Equipment or Software upon its removal, and neither Lessor nor Lessee shall have any further obligation with respect to the lease of such items (except with respect to Lease Payments or other claims which accrued prior to such termination). Lessee shall effect and bear the expense of all necessary repair, maintenance, operation and replacements required to be made maintain the Equipment in good condition, reasonable wear and tear excepted, and to comply with all domestic and international laws to which the use and operation of the Equipment may be or become subject. Such obligations shall extend to repair or replacement of any partial loss or damage to items of Equipment, regardless of the cause of such loss or damage. Lessee shall obtain and keep in effect, at all times during the Term (and any renewal or extension thereof), maintenance service contracts covering the Equipment with suppliers of maintenance services approved by Lessor, such approval not to be unreasonably withheld. All replacement Equipment and parts furnished in connection with such maintenance or repair shall immediately become the property of Lessor and part of the Equipment for all purposes hereof. All such maintenance, repair and replacement services shall be immediately paid for and discharged by Lessee with the result that no lien under any applicable laws will attach to the Equipment as a result of the performance of such services or the provision of any such material. (c) At the expiration of the Term, upon notice given by Lessee at least ninety (90) days prior thereto, (i) this Lease shall be extended or renewed under the terms and conditions set forth herein for a period and rental amount to be agreed, or (ii) if no such agreement is reached or such notice specifies retum of the Equipment, then Lessee shall retum the Equipment in the manner and condition prescribed in Paragraph 10. In the absence of any notice as permitted by the preceding sentence, the Lease shall be automatically extended on a month-to-month basis, until terminated (upon notice by either party given at least ninety (90) days prior to the end of the month on which the termination is to be effective) or until extended or renewed by agreement of the parties. Unless otherwise agreed, Lessee shall continue to pay rent (equal to the last monthly Lease Payment) for each month following the Term, until the Equipment is returned pursuant to Paragraph 10. (d) Lessee shall not make any alterations, additions, modifications or attachments to the Equipment without the prior written consent of Lessor. 12. LOSS OR DAMAGE: If any items of Equipment shall become lost, stolen, destroyed or damaged beyond repair for any reason, or in the event of condemnation, confiscation, seizure or requisition of title to or use of such items, Lessee shall promptly pay to Lessor the applicable Stipulated Loss Value (if any) for this Lease; and in the absence of such Stipulated Loss Value, Lessee shall pay the aggregate unpaid Unit Rental Payments for the full, remaining Term for such items of Equipment plus the Equipment's fair market value at the expiration of the Term, as estimated by Lessor, less the net amount of the recovery, if any, received by Lessor from insurance or otherwise for such Toss or damage. Upon payment by Lessee as aforesaid, Lessor will transfer to Lessee, without recourse or warran- ty, all of Lessor's right, title and interest, if any, in such items of Equipment. 13. TITLE, LOCATION AND INSPECTION: Lessor and Lessee agree that the Equipment is and shall remain Lessor's personal property fen though it may become attached or affixed to realty, and title thereto shall remain in the Lessor exclusively. Lessor may require gates or markings to be affixed to or placed on the Equipment to indicate Lessor's ownership. LESSEE SHALL NOT SELL, ASSIGN, SUBLET, GRANT A SECURITY INTEREST IN, PLEDGE, HYPOTHECATE OR OTHERWISE ENCUMBER OR SUFFER A LIEN UPON OR AGAINST THIS LEASE OR THE EQUIPMENT LEASED HEREUNDER AND ANY SUCH ATTEMPT, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, SHALL BE NULL AND VOID. Lessee shall not remove any Equipment from its installation site without Lessor's prior written consent. Lessor shall have the right to inspect the Equipment and observe its use upon reasonable notice of its intention to so inspect. 14. FURTHER ASSURANCES: If requested by Lessor, Lessee shall promptly secure, execute and/or deliver to Lessor such further documents (including but not limited to financing statements) and take such further action as Lessor shall deem necessary or desirable to carry out the intent and purpose of this Lease and to protect Lessor's interest in the Equipment. Lessee herein grants Lessor the right to file financing statements under the Uniform Commercial Code, as amended, with regard to Equipment leased hereunder, and where allowed by law, authorizes Lessor to make such filings without Lessee's signature. Lessee agrees to provide Lessor with updated financial statements upon request. 15. LESSEE'S REPRESENTATIONS, WARRANTIES AND WAIVERS: (a) Upon execution of the Master Lease and each Equipment Schedule, Lessee warrants and represents the following: (i) Lessee has full power and authority and all necessary licenses and permits to carry on its business as presently conducted, to own or hold under lease its properties and to enter into this Master Lease and each Equipment Schedule and to perform its obligations thereunder; (ii) the execution and delivery by Lessee of this Master Lease and each Equipment Schedule and the performance by Lessee of its obligations thereunder have been duly authorized and approved and do not and will not contravene the provisions of or constitute a default (either with or without notice or laspe of time, or both) under any indenture, mortgage, contract or other instrument to which Lesses is a party or result in a lien upon the Equipment or any of Lessee's assets; (iii) this Master Lease and each Equipment Schedule, when executed by Lessee, constitute legal, valid and binding agreements of Lessee enforceable against Lessee in accordance with their terms; (iv) there are no actions, suits or proceedings pending or threaten- ed against Lessee or any property of Lessee which, if adversely determined, would materially adversely affect the business, financial condition, assets, or operations of Lessee; and (v) Lessee has not taken and will not take any action or maintain any position inconsistent with treating each Lease as creating a valid leasehold interest in the related Equipment. (b) To the extent permitted by applicable law, Lessee hereby waives any and all rights and remedies to: (i) cancel this Lease; (ii) repudiate this Lease; (iii) revoke acceptance of the Equipment; (iv) reject the Equipment; (v) recover damages from Lessor for any breaches of warranty or for any other reason; (vi) claim a security interest in the Equipment in Lessee's possession or control for any reason; (vii) deduct from Lease Payments all or any part of any claimed damages resulting from Lessor's breach of obligations, if any, under this ease; (viii) accept partial delivery of the Equipment; (ix) "cover" by making any purchase or lease of or contract to purchase or lease uipment in substitution for Equipment designated in the Lease; (x) recover any direct, general, special, incidental, indirect or conse- quential damages, for any reason whatsoever; and (xi) obtain specific performance, replevin, detinue, sequestration, claim and delivery or the like for any Equipment identified to this Lease. To the extent permitted by applicable law, Lessee also hereby waives any rights now or hereafter conferred by statute or otherwise which may require Lessor to sell, lease or otherwise use any Equipment in mitigation of Lessor's damages or which may otherwise limit or modify any of Lessor's rights or remedies. 4 16. INDEMNIFICATION: Lessee hereby assumes liability for, and shall pay when due, and shall indemnify and defend Lessor against, any and all liabilities, losses, damages, claims and expenses (including reasonable attorney fees) in any way relating to or arising out of this Master Lease, any Equipment Schedule or any items of Equipment, including without limitation the manufacture, purchase, ownership, shipment, transportation, delivery, installation, leasing, possession, use, operation, storage and return of such Equipment. Lessee shall give Lessor prompt notice of any occurrence, event or condition in connection with which Lessor may be entitled to indemnification hereunder. Lessee hereby expressly assumes liability for and agrees to indemnify and defend and hold Lessor harmless from and against any breach by Lessee of any representation, warranty or covenant made by Lessee herein and in connection therewith to pay and reim- burse Lessor for the payment of any and all expenses, including reasonable attorneys fees incurred by Lessor in connection with or as the result of any breach. The provisions of this Paragraph 16 are in addition to, and not in limitation of, the other provisions of this Lease. The indemnities contained herein shall survive the expiration of the Term of the Lease. 17. MISCELLANEOUS: Any provision of this Lease which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaing provisions thereof unless such ineffectiveness im- pairs the basic intent of the Lease in the opinion of Lessor. This Lease supersedes all prior agreements and understandings relating to the Equipment and constitutes the entire agreement between the parties with respect thereto. No modifications or amendments of this Lease shall be binding unless made in writing and duly executed by Lessor and Lessee. Any notices or demands permitted or required to be given herein shall be deemed given when deposited in the United States mail, first class postage prepaid, to the ad- dresses herein set forth, or to such other address as the parties may hereafter substitute by written notice given in the manner prescrib- ed in this paragraph.,Time is of the essence with respect to the Lease. The captions set forth therein are for convenience only and shall not define or limit any terms hereof. This Lease shall in all respects be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Nothing contained herein is to be construed as approval of Lessee's credit by Lessor. This Equipment Lease is not valid until both credit approval has been granted by Lessor and this Equipment Lease has been duly executed by Lessor. 18. VENDOR LICENSE, WARRANTY AND INDEMNITY; SOFTWARE: (a) Attached hereto as Exhibit A is a Vendor License, Warranty and Indemnity (the "Vendor Agreement"). When signed by Lessee and Prime Computer, Inc. ("Vendor"), the Vendor Agreement is a separate and independent contract from this Lease; and Lessee's compliance with the terms of this Lease is not subject to or condi- tioned upon any occurrence, event or performance under the Vendor Agreement. Vendor has no rights, duties, obligations or liabilities under this Lease, and Lessee has no claims against Vendor hereunder. Similarly, Lessor has no rights, duties, obligations or liabilities under the Vendor Agreement; and Lessee has no claims against Lessor thereunder. The provisions of this Section 18 also apply to any other license, warranty and indemnity agreements which are executed by Lessee with a supplier of Equipment or Software and attached hereto as an Exhibit. (b) All Software (whether described in the Equipment Schedule or not) is subject to separate licenses contained in the Vendor Agree- ment or otherwise; and Lessee's only obligation for the Software under the Lease is to pay to Lessor any amounts set forth on the Equipment Schedule with respect to the Software. In Witness Whereof, the Lessor and Lessee have hereunto set their respective hands as of the date first set forth above. LESSEE City of Yakima, Washington Name (Auth. Signature) (Print or Type) Title CO -LESSEE By (Auth. Signature) Name (Print or Type) Title REV. 05/91 LESSOR Primetec Leasing, Inc. By Name Title Fed. ID. No. 84 714 6320 (Auth. Signature) (Print or Type) BI -67726 Addendum to ("the Agreement") Primetec Leasing, Inc. as seller or lessor. ("Primetec") and _ci tyt Y_ajrn ____ as buyer or lessee ("Buyer/Lessee") In discharge of its obligation to maintain a register of assignments of this Agreement, Buyer/Lessee hereby appoints Primetec its agent, for purposes of maintaining complete and accurate records of the name and address of all assignees or subsequent assignees of all or any of Primetec's right, title and interest herein. Primetec or its assignee shall maintain such records in accordance with Section 149 (a) of the Internal Revenue Code of 1986, as amended from time to time and regulations from time to time promulgated thereunder. No assignment or reassignment of any of Primetec's right, title or interest in the above -referenced Agreement shall be effective unless and untilPrimetecor its assignee disclosing the name and address of each such assignee. No further action will be required byPrimetec or Buyer/Lessee to evidence the assignment, but eitherPrimetecor Buyer/Lessee will acknowledge such assignment in writing if so requested by the other party. Buyer/Lessee: Seller/Lessor: Ci ty_Qf Ys3�S]JIItL._J�ashixu�i:nli Title: Primetec Leasing, Inc. By: Title: Date: Date: PTRIMETEC; PAGE 1 of 3 PAGES Primetec Leasing, inc. A Lwetec CompMr 1 New Bork Avenue Framingham, MA 01701 SCHEDULE A - SYSTEM EQUIPMENT SCHEDULE NO. 10 EQUIPMENT LEASE NO. ____ GATED 119 , BETWEEN THE UNDERSIGNED PARTIES. Lessor Primetec Leasing, kic. (herein called "Lllasor") Address: 1 New York Avenue, Ftw nphm , MA 1)1701 Leasee: -Of iakima . WathinTillP (Wein called "Leasee") sueireua Address: 179 N Se and Street Yakima WA 98901 1. EQUIPMENT: The I6quipnent to which this &Mari alt Schedule relates is shown beim and on any oonmartion sheets attached MltI. 9:. TERM: The term d the Lease with mooed to Equipment specified herein shall be bra period of SEILESty- rn (72ionth$ commencing upon the Leese Commencement Cate for such Equipment. L LEASE PAYMENTS: The Lease Payments duo shall be payable in equal installments of S1(19�70� L__ per 'The flit )aset7wkx 1.x xxxv v.iterX11xv'ULXYVII ease Payments (and payment for any partial month at the commencement of the lease) an due upon a escution of die Equipment Schedule. The valance of the Lease Payments shat) be paid on the teal day of each consecutive more thereafter until ail payments have been made. 4. EQUIPMENT LOCATION: (if different from Lewes's Business Address shown above) Street. City- County. iyCounty Stale. IS. TERMS AND CONDITIONS: The barns and conditions of the above-rsbrmuaed Equipment Lease are inoorporalsd Main. In addition, the following attachments apply ID this Equipment Schedule onty. Cnamonrompnt of thie Srherluln eha11 aninririe with the termination of Lease 04007-00. 4007-01 and 4007-02. This Schedule shall cow= on 4/1/92. QUANTITY TYPE NO. 01 01 02 04 05 02 03 01 01 01 01 01 03 36 01 09 01 02 PAGE 1 of UG65/66 75500-5x8 7210M-4 KIT6996-002 CRO6P-D CRD6P-D CRO6P-C 4601PK1 CRO P -T KIT4590M KIT2294M LTS350-64 JCBL350-001 84565 -US CRLTS300 LTS-8MM-50 KIT2294M 3 PAGES EQUIPMENT CONFIGURATION DESCRIPTION -Prime 65/6650 Computer System with 64MB memory. -Six-Pack SCSI Disk System. -SCSI II Host Adapters. -SCSI Bus Cable Kit. -Credit for returned 817MB disk drives. -Credit for returned 496MB disk drives. -Credit for returned disk controllers. -5 Giga Byte Tape Drive. -Credit for returned 2 GB tape drive. -SCSI Tape controller. -Tri density tape drive installation kit. -URC installation kit. •.64 port LTS350. -Telco to DB25 fan out cable. •.LMT300 Multiport Transceiver. -Credit for LTS300. ••LT5325/350 Terminal Server Software. -LAN Host Controller installation kit. LESSEE City of Yaka ima. Washinoton CD - Oat a+prnur.) Tide CO.LESSEE By Name Title (PRIME11 C.LESI O'r+ti w TM) (aueh. measure) t►r eu sr LESSOR Prknetec Leming, be.. BY ton+ Segment) Name VIM er 7p ) The LESSOR'S EXECUTED COPY 8167749 PAGE 2 of 3 PAGES QUANTITY TYPE NO. 01 8548-P6 01 CR8548-P4 01 8556-P6S 01 CR8556-P4 01 8543-P6S 01 CR8543-P4 01 8544 -SM 01 8505-P6S 01 CR8505-P4 01 8090-P6 01 8549=P6 01 8515-P 01 8510-P6S 01 CR8510-P4 01 8525-P 01 UG65/66 01 75500-6PK 04 4732PK1 02 7210G aMM 04 KIT6996-002 02 CR06P-D 04 CR06P-D 02 CR06P-C 01 4601PK1 01 CR06P-T 01 @AOir1 t. 03 LTS350-64 36 CBL350-001 02 KIT2294M 01 8505-P6S 01 CR8505-P4 01 9310US-P6 01 CR9310US-P4 01 8090-P6 01 8515-P 01 8525-P 01 4050-37C 01 84520G 01 8440-P2S 05 84541 -US 01 84565 -US 01 8505-P2S 01 8490-P2 08 CBL10671-002 01 CBL10671-008 03 84520FP 02 45955 01 4864G 02 iwfid2-Sr8 02 57355 10 CLAC304 01 5242F 01 CLAC808 08 CLAC204 04 CLAC204FP PAGE 2 of 3Pages EQUIPMENT CONFIGURATION QESCRtPTION -FORMS. -Credit for FORMS. -MIDASPLUS. - Credit for MIDASPLUS. -COBOL 85 Compiler and Run Time Libraries. -Credit for COBOL 85. - COBOL 74 to 85 Converter. -Prime INFORMATION. -Credit for Prime INFORMATION. -TCP/IP License. - C Compiler. -FORTRAN 66 Compiler. -FORTRAN 77 Compiler. -Credit for FORTRAN 77. -BASIC Interpreter. -Prime 65/6650 Computer System with 64MB memory. -Six pack SCSI Disk System. -1.34GB SCSI disks. - SCSI II Host Adaptors. -SCSI Bus Cable kit. - Credit for returned 817MB disk drives. -Credit for returned 496MB disk drives. -Credit for Intelligent disk controllers. - 5 Giga Byte tape drive. -Credit for returned 2 GB tape drive. -Credit for SCSI Tape Controller. - 64 port LTS350. -Telco to DB25 Fan -out cable. -LAN Host Controller Installation Kit. - Prime INFORtMATION. -Credit for Prime INFORMATION. -PRIMEWORD. -Credit for PRIMEWORD. -TCP/IP License. -FORTRAN 66 Compiler. -BASIC Interpreter. -Prime 4050 Computer System with 16MB, 817M8 disk and console. -LHC300. -PRIMENET. -LTS300. -LMT300. -Prime INFORMATION. -NTS. -5 meter Teflon drop cable. -6 meter Teflon LTS200 Cascade. -LHC300. -Left side Helical Scan Tape Subsystem. - Two 817MB disk drives with controller. -8MB memory. -ICS3 Communications subsystem. -ICS3 Communications line adapter card. -ICS2 Communications controller. -Capacity Extender. -ICS2 Communications line adapter card. -ICS2 Communications line adapter card. LESSEE City of Yakima, Washington gawk aE waiew) Name Pas r Ve•) TMs CO -LESSEE By troan. Signature) Nam mh•aarrw) TMia LESSOR Primo c Leming, lne. SY WM. arra..) Nano pear - Now TNN PAGE 3 of 3 PAGES EOUIPMENT CONFIGURATION QUANTITY TYPE NO. DESCRIPTION 01 8505 -PF -Prime INFORMATION. 01 4735S -Left 496MB FMD. 01 4738S -Right 496MB FMD. 01 45905 -Tri density GCR tape subsystem. O1 MMW2-8MB -8MB memory. 02 57355 -ICS3 Communications controller. 14 CLAC304 -ICS3 Communications line adapter card. 01 PST100 -System console. 01 8505 -PAS -Prime INFORMATION. 02 4735S -Left 496MB FMD. 02 4738S -Right 496MB FMD. 02 3126F -300 LPM Dot Matrix Printer. 01 58444XP-CalComp Microstatic Plotter with 50MB of disk memory. 01 SUN -SPARCstation IPX workstation with 16" color monitor, GX graphics, 16MB memory, 207!7B SCSI Internal Hard Drive, and 1.44MB Internal floppy disk drive. 01 SUN -16MB memory expansion module. 01 SUN -1.3 GB SCSI external disk drive. 01 X669 -2.3 GB Sam tape drive. 02 -Adapter cable. 04 SUN -OS manuals with binders. 01 SUN -OS Right to Use License. 01 ESRI -ARC/INFO Single User License. 01 ESRI -TIN Single User License. 01 ESRI -COLO Single User License. 01 ESRI -Network Single User License. 01 -UPS/SPS System from Knobel's License. 04 KIT84520M -Kit to mount LHC300. 06 KIT7210M -Kit for Prime SCSI -2. END OF EQUIPMENT CONFIGURATION PAGE 3 of 3 PAGES 1UEE LEISOR City of Yakima, Washington C WA. agrrture) PPmr I.e L. MNp, BY (MIK IIlignalime) Nano_ Nash -- Prim Irral Prird et 1,0* - 1Raa CO -LESSEE By Warns Ties (.'i* =prWurn) (Print or "4914 IPRIMFTFC1 Fq1 1 CCCr1O°C Fv rirTC11 int -ow PLEASE TYPE FORM —W AN ERROR t$ MADE, CORRECT ALL COPIES This UCC -1 FINANCING STATEMENT is presented for filing pursuant to the WASHINGTON UNIFORM COMMERCIAL CODE, chapter 62A.9 RCW, to perfect a security in- terest in the below named collateral. Filing fee .... $7.00 Filing with attachment fee . $14.00 1. DEBTOR(S1 Moe instruction /2/ Debtor 1 8 PERSONAL last, first, middle name and address) SSN. BUSINESS Owl business name and addmss) FEIN. ;ity of Yakima, Washi ngtoDebtor nssN 2 129 N. Second Street FEIN Yakima, WA 98901 TRADE NAME, DBA, AKA. 2. FOR OFFICE USE ONLY—DO NOT WRITE IN THIS BOX 3. SECURED PARTYBES) (name and address) EPrimetec Leasing, Inc. One New York Ave. Framingham, MA 01701 L 1 4. ASSIGNEE(S) of SECURED PARTY(IES) if applicable (name and address) 5. CHECK ONLY IF APPLICABLE: (For definitions of TRANSMITTING UTILITY AND PRODUCTS OF COLLATERAL. sae instruction sheet.) 0 Debtor is a Transmitting Utility laProducts of Collateral are also covered 6. NUMBER OF ADDITIONAL SHEETS PRESENTED. 7. THIS FINANCING STATEMENT covers the following collateral: (Attach additional 8Si" x 11" sheet(s) if needed.) This is a security interest filing relating to a tax-exemp lease for Prime Computer Systems (2 65/6650's, one SPARC, and 1 4050) located at 129 N. Second Street, Yakima, W A 98901. Included but not limited to all replacements, parts, repairs, additions and attachments incorporated therein or affixed thereto now or hereafter acquired. 8. RETURN ACKNOWLEDGMENT COPY TO: (name and address) Primetec Leasing, Inc. 1 New York Ave., MS 9-34 Framingham, MA 01701 L J 9. FILE WITH: UNIFORM COMMERCIAL CODE DEPARTMENT OF LICENSING P.O. sox sseo OLYMPIA. WA 68804-6007 MAKE CHECKS PAYABLE TO THE DEPARTMENT OF UCENSING 10. FOR OFFICE USE ONLY IMAGES TO BE FILMED 11. 11 collateral is described below, this statement may be signed by the Secured Party instead of the Debtor. Pease check the appropriate box, complete the adjacent lines and box 13, if collateral is: a. 0 already subject to a security interest in another jurisdiction when it was brought into this state or when the debtor's location was changed to this state. (complete adjacent lines 1 and 2) IN 0 proceeds of the original collateral described above in which a security interest was perfected. (complete adjacent lines 1 and 2) c. listed on a filing which has lapsed. (compiere adjacent lines 1 and 2) d. acquired after a change of name, identity. or corporate structure of the debtor(s). (complete adjacent lines 1, 2 and 3) 1. 2. 3. FORMER NAME OF DEBTORS) ORIGINAL FILING NUMBER FILING OFFICE WHERE FILED 12. DEBTOR NAME(S) AND SIGNATURE(S): City of Yakima, Washington TYPE NAMES) OF DEBTORIS) AS IT APPEARS IN BOX 1. v SIGNATUREIS) OF DEBTORIS) SIGNATURE IS) OF DEBTOR ISI COPY 1 • FILING OFFICE 13. SECURED PARTY NAME(S) AND SIGNATURE(S) ARE REQUIRED IF BOX 11 HAS BEEN COMPLETED. Primetec Leasing, Inc TYPE NAMEISI OF SECURED PARTYIIESI AS IT APPEARS IN BOX 3 OR 4. SIGNATURES) OF SECURED P4RTYIIES) SIGNATURE() OF SECURED PARTYIIESI FORM APPROVED FOR USE IN THE STATE OF WASHINGTON (R/10/89) WASHINGTON UCC -1 Addendum to ("the Agreement") between :PRIMETEC LEASING, Inc. as seller or lessor ("Primetec") and City of Yakima as buyer or lessee ("Buyer/Lessee") Essential Use Confirmation This confirms and affirms that the Equipment described in the Master Lease Purchase Agreement dated (the "Agreement") is.Lessential to the LuAption of the undersigned or to the service we provide to our citizens. Further, we have an immediate need for, and expect to make immediate use of, substantially all such Equipment which is not temporary or expected to diminish in the foreseeable future. Such Equipment will be used by us only for .the purpose of performing one or more of our governmental or proprietary functions consistent with the permissible scope of our authority. Specifically, such Equipment was selected by us to be used as follows: Gener, l gc ni.iil, yeAlta_prac£ssi.ng., lthrary functions., pal.ire_and ire -...de3arlment...schedulltagr_racands.keeiltag, The estimated useful life of such Equipment based upon manufacturer's representations and our -projected need is . Our source of funds for payments of the rent due under the Agreement for the current fiscal year is _-Ileneral-Fund. We expect and anticipate adequate funds to be available for all future payments of rent due after the current fiscal year for the following reasons: The services_erovi ded thrQ hne.JL4i'_Uf the_.s,ystem_ar_PsspR a]._to_ the continued succgu fJ gaerliiian..af_tb.e...it, Ci ty_ of Yakima„ itinatQa Title: Date: Fenn 8038-0 (Rev. October 1989) Department of the Treasury Internal Revenue Service Information Return for Tax•Exempt Governmental Obligations a,Under Section 149(s) ►Set separate Instructions (Use Form 8038 -GC if the issue price is under $100.000) OMB No.1545-0720 Eget 5-31-92 Part 1 Reporting Authority Check box if Amended Return ► 0 1 issuer's name City of Yakima, Washington 2 issuer's employer identification number 3 Number and street4 129 N. Second Street Repoli number G19 - 5 City or town, state. and ZIP code Yakima, WA 98901 6 Oats of issue 7 Name of Issue • • 6 CUSIP Number Part II ype of Issue (check box(es) that applies and enter the issue Price) 9 Check box if obligations are tax or other revenue anticipation bonds ► 0 Check box if obligations are in the form of a lease or installment sale ► 0 Education 10 11 12 0 Hearth and hospital 13 0 Transportation 14 0 Public safety 15 0 Environment (including sewage bonds) 16 0 Housing 17 0 Utilities 18 0 Other. Describe (see Instructions) b• City administration blue price 8 947 &x63-.00 Description of Obligations (a) (b) Maturity date Interest rate (H Issue price (d) Stated redemption price at maturity (a) Worded avers: tutu' (8 Yield , . (n Net interest cost 19 Final maturity 96 20 Entire issue . M//////f/////%/ ////! /////// , Uses of Original Proceeds of Bond Issues (including underwriters' discount) Part 1V 21 22 Issue price of entire issue (enter line 20c) 23 Proceeds used for bond issuance costs (including underwriters' discount) . 24 Proceeds used for credit enhancement 25 Proceeds allocated to reasonably required reserve or replacement fund . 26 Proceeds used to refund prior issues 27 Total (add lines 23, 24, 25, and 26) 28 years 96 4 Proceeds used for accrued interest 23 24 25 26 Nonrefunding proceeds of the issue (subtract line 27 from line 22 and enter amount here) 21 22 27 28 Part V Description of Refunded Bonds (complete this part only for refunding bonds) 29 Enter the remaining weighted average maturity of the bonds to be refunded ► 30 Enter the last date on which the refunded bonds will be called ► 31 Enter the date(s) the refunded bonds were issued S. IEZM Miscellaneous 32 Enter the amount of the state volume cap allocated to the issue O. 33 Enter the amount of the bonds designated by the issuer under section 265000j(B)(i)(Il) (small issuer exception) ► 34 Pooled financings: a Enter the amount of the proceeds of this issue that are to be used to make bans to other governmental units ► b Check box if this issue is a loan made from the proceeds of another tax-exempt issue ► 0 and enter the name of the issuer ► and the date of the issue ► Under pension of periury. I decors matt bare examined to return and accompanying schedules and atstsmentt, and to the best of my knowle las and belief. they are true. cant, and complete. years Please Sign Here ,nature of officer Date Type orprint name and tide For Paperwork Reduction Act Notice. see page 1 of the Instructions. Form 8038-G (Rev 10-119) *o.a. *securest Matta' Office, tHe-244-1Stre10% PRIMETEC EQUIPMENT LEASE NO Primetec Leasing, Inc. A Leasetec Company 1 New York Avenue Framingham, MA 01701 SCHEDULE B DELIVERY AND ACCEPTANCE CERTIFICATE EQUIPMENT SCHEDULE NO. DATED , 19 , Lessor: Primetec Leasing, Inc. Address: 1 New York Avenue, Framingham, MA 01701 Lessee: City of Yakima, Washington 129 North Spcnnd Street Yakima , WA_98901 Equipment Location: SAIF The undersigned hereby certifies that all Equipment/Software described in the above -referenced Equipment Schedule has been fully delivered and is installed and ready for use on , 19 (the "Lease Commencement Date") and that the Equipment/Software has been inspected by Lessee and is unconditionally accepted as satisfactory under the terms of the Lease. The undersigned agrees that its obligation to pay Lease Payments in accordance with the Equipment Schedule commences on the Lease Commencement Date, and hereby authorizes Lessor to pay any and all invoices due for purchase of said Equipment/Software. First Payment to Commence 4/1/92. LESSEE City of Yakima, Washington Name (Auth. Signature) (Print or Type) Title BI -67752 Addendum to (the Agreement") between Primetec Leasing, Inc. as seller or lessor (1*cri„.t.e) and City_Qtj j ____ as buyer or lessee ("Buyer/Lessee") I , the,, of ('the "Lessee"), am duly charged with the authority for executing that certain Master Lease Purchase Agreement dated as of by and betewen Lessee and gpimetec.4.944i491_ -, (the"Lessor") (the "Lease") and do hereby certify as follows 1. This Certificate with respect to qualified tax-exempt obligations (the 'Certificate') is executed for the purpose of establishing that the Lease has been designated by Lessee as a qualified tax-exempt obligation of Lessee for purposes of Section 265 (b) (3) (B) (ii) of the Internal Revenue Code of 1966, as amended. 2. Lessee is a political subdivision of the State of Yast in.gtaa and was in existence on October 23, 1985. 3. The Lease is being issued by Lessee in calendar year 1991. 4. No portion of the gross proceeds of the Lease will be used to make or finance loans to persons other than governmental units or be used in any trade or business carried on by any person other than a governmental unit. 5. The Lease is issed to provide financing as a qualified project bond within the meaning of the Code 6. Including the Lease herein so designated, Lessee has not designated sore than $10,000,000 of obligations issued during calendar year as qualifed tax-exempt obligations. 7. Lessee reasonably anticipates that the total amount of qualified tax-exempt obligations to be issued by lessee during calendar year will not exceed $10,000,000. 8. This certificate is based on facts and circumstances in existence on this date. City of)Fakima, Washington Signatures Name: Title: PRIMETEC; Primetec Leasing, Inc. A Leasetec Company 1 New York Avenue Framingham, MA 01701 NON -APPROPRIATION TERMINATION RIDER This Non -Appropriation Termination Rider ("Rider") is incorporated in and made a part of the Equipment Lease (Master Terms and Conditions) No. dated __ , 19 , between Primetec Leasing, Inc., ("Lessor")and City of Yakima, Washin ton ("Lessee"). Except as expressly provided herein,the terms and conditions of the Lease shall remain in full force and effect. In the event of conflict between the provisions of the Lease and this Rider, the Rider will prevail. Lessor and Lessee clo hereby acknowledge and agree that each Lease of Equipment is for a firm Term as set forth in any Equipment Schedule now or hereafter executed between Lessee and Lessor. However, by virtue of this Rider and notwithstanding anything con- tained in this Lease to the contrary Lessee may, by written notice given at least thirty (30) days prior to the last day of any fiscal year, terminate a Lease, without penalty or liability, at the end of such fiscal year if all the following have occurred: (a) Funds are not appropriated during such current fiscal year for the following fiscal year during the Term of this Lease for the acquisition of services and functions which are, in whole or material part, the same or substitute services and functions for the !performance of which the Equipment was leased; and (b) Such nonappropriation of funds did not result from any act of failure to act of Lessee; and (c) Lessee has exhausted all funds legally available for alt payments due under this Lease; and (d) There is no other legal procedure by which payment can be made to Lessor. M the event of such early termination by Lessee, Lessor shall remain entitled to all Lease Payments and other sums due and owit for any previous fiscal year(s) and for the current fiscal year during which notice is given and for the return of the Equipment as provided in Paragraph 10 of the Equipment Lease. Capitalized terms used herein shall, unless otherwise expressly indicated, have the meanings set forth in the Equipment Lease. LESSEE City of Yakima, Washington Name Title (Auth. Signature) (Print or Type) CO -LESSEE By Name Title (Auth. Signature) (Print or Type) LESSOR Primetec Leasing, Inc. By Name Title (Auth. Signature) (Print or Type) BI -67750 PRIMETEC Primetec Leasing, Inc. A Leasetec Company 1 New York Avenue Framingham, MA 01701 FIXED PRICE PURCHASE OPTION RIDER This Fixed price Purchase Option Rider ("Rider") is incorporated in and made a part of Equipment Schedule No to Equipment Lease No. , dated , 19 , between Primetec Leasing, Inc., ("Lessor") and City of Yakima, Washington ("Lessee"). Except as expressly provided herein, the terms and conditions of the Lease shall remain in full force and effect. in the event of conflict between the provisions of the Lease and this Rider, the Rider will prevail. 1. Lessor hereby grants to the Lessee, a nonassignable irrevocable option to purchase all, but not less than all, of the Equipment listed in the aforementioned Equipment Schedule free and clear of all liens or encumbrances arising from any act on the part of the Lessor for the sum of $ 1.00 at the end of the Lease term, provided that the Lessee shall notify the Lessor in writing at least ninety (90) days prior to the expiration of the Lease of its intention to exercise said option and upon further condition that the Lessee is not then in default under any of the terms, covenants, or conditions of said Lease or any other obligations or indebtedness to the Lessor. 2. The option does not include licenses for any software. Such licenses must be separately obtained from the software licensor; provid- ed, however, such licenses for operating system software included on the above -referenced Equipment Schedule shall be provided at no additional charge. L Lessee acknowledges that the above purchase price excludes any and all state and local taxes, and Lessee agrees that it shall be responsible for the payment of any and all state and local taxes due and owing or thereafter levied or assessed on the Equipment, its lease or purchase. 4. The purchase of Equipment under the option is on an AS -IS, WHERE -IS BASIS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PAR- TICULAR PURPOSE. 5. This purchase option price shall be paid not later than (i) the last day of the Term, or (ii) 30 days after Lessor's invoice therefor, whichever occurs last. LESSEE LESSOR Primetec Leasing, Inc. City of Yakim .,._Wat..iagton By (Auth. Signature) (Auth. Signature) Name (Print or Type) Title CO -LESSEE Name (Print or Type) Title By (Auth. Signature) Name (Print or Type) Title Bl -68373 Primetec Leasing, Inc. 1 New York Ave. Framingham, MA 01701 A CSTIZATION RIDER This Amortization Rider ("Rider") is incorporated in and made a part of Schedule A., No. to the Lease agreement between Primetec Leasing, Inc. ("LESSOR") and City of Yakima, Washington ("LESSEE") accepted by Seller as of , 1992. Except as provided herein, the terms and conditions of the Lease agreement shall remain in full force and effect. In the event of conflict between the provisions of the Lease Agreement and this Rider, the Lease will prevail. By virtue of this Rider and notwithstanding anything in the Lease Agreement to the contrary, Lessor and Lessee do hereby acknowledge and agree that the Schedule below correctly reflects the amortization of the payments due under this Schedule A: Pnrts Monthly Remaining Paid Payment Interest Principal Balance SEE ATTACHED SCHEDULE LESSEE: LESSOR: Prinetec Leasing, Inc. City of Yakima, Washington CR) By: Title: Title: Date: Date: FROM PRIME COMP BELLuuE (FRI)83.28.'92 16184 $947,633.00 Cate 1 1993 1994 .1995 1996 1997 2 April 3*April 4 April 5 :April 6 April Totals 1, 1, 1, 1, 1, 1, CITY OF YAKIMA Pave nt Amount 20.2, 793.00 202,793.00 202,793.00 202,793.00 202,793.00 202,793.00 $1,216,758.00 Interest .00 83,783.44 70,396.64 55,504.01 38,936.18 20,504.73 269,125.00 Pr nc 93. 119,009.56 132,396.36 147,288.99 163,856.82 182,288.27 947,633.00 NO.29 PAGE r f 1 Page 1 Stipulated Loses Value' Balance i $854,237.89 702,699.16 542,068.1. 371,799.20 191,314.15 0.00 PRIMETEC Primetec Lear` 1, Inc. A Leasetec C .)any 1 New York Av�'nue Framingham, MA 01701 EQUIPMENT LEASE (Master Terms and Conditions) Lessor: Primetec Leasing, Inc. (hereinafter called "Lessor") Address: 1 New York Avenue, Framingham, MA 01701 Lessee: City of Yakima, Washington Address. 129 North Second Street, Yakima, WA 98901 Lessor and Lessee acknowledge and agree to the following: TO COMPLETED BY PR UEC ONLY Lease # 4309 MARCH 27,1992 Date (hereinafter called "Lessee") 1. LEASE: (a) Lessor hereby leases to Lessee and Lessee leases from Lessor the personal property described on the Equipment Schedules, together with all replacements, parts, cables, repairs, additions and accessories incorporated therein or affixed thereto (collectively hereinafter called the "Equipment") (b) "Equipment Schedule" means any Schedule A in the form attached hereto (or as otherwise mutually agreed) with all the blanks completed, signed by Lessor and Lessee and incorporating, by reference, the terms and provisions of this Equipment Lease ("Master Lease") Each Equipment Schedule shall constitute a separate and independent lease (a "Lease"), the original of such Lease shall consist of the manually -signed Equipment Schedule and a reprographic copy of the Master Lease. (Other capitalized terms used herein shall mean and refer to the definitions set forth below or the corresponding items on the applicable Equipment Schedule.) 2. TERM: The Lease shall commence with respect to Equipment described on the Equipment Schedule upon the Lease Commence- ment Date and shall continue for the Term, calculated from the first day of the month following the Lease Commencement Date. Unless otherwise stated on the Equipment Schedule, "Lease Commencement Date" means the date upon which Equipment is delivered and determined by Lessor or its designees to be ready for use at Lessee's location; and Lessee agrees to execute a Delivery and Acceptance Certificate (in the form of Schedule B hereto) as of such date. 3. LEASE PAYMENTS: Lessee agrees to pay Lessor rent for the Equipment ("Lease Payments") as set forth in the applicable Equip- ment Schedule, together with payment for any partial month at the commencement of the Lease. If the Lease Commencement Date does not fall on the first day of a month, the payment for the partial month at the commencement of the Lease shall be a pro rata portion of the Lease Payment, calculated on a 30 -day basis. (If Rental Payments are payable quarterly under the Equipment Schedule, the references herein to "month" shall mean "quarter"; and the pro rata calculation under the preceding sentence shall be on a 90 -day basis.) Each Lease shall be a net lease, and Lessee's obligation to pay all rent and other sums thereunder shall be absolute and uncon- ditional, and shall not be subject to any abatement, reductions, set-off, defense, counterclaims, interruption, deferment or recoupment, for any reason whatsoever. A charge on any Lease Payments or other sums due hereunder which are past due shall accrue at the rate of 18% per annum, or if such rate exceeds the maximum rate allowed by law, then at such maximum rate, and shall be payable on demand. The Lease may only be terminated as expressly provided herein. 4. WARRANTIES: Lessee acknowledges that it has made the selection of each item of Equipment and any software ("Software") sup- plied with the Equipment, based upon its own judgement and expressly disclaims any reliance upon statements made by Lessor. If the Equipment is new, Lessee has approved the terms of the purchase by Lessor from the Equipment supplier. LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE WITH RESPECT TO THE EQUIPMENT AND SOFTWARE AND HEREBY DISCLAIMS THE SAME. Lessor shall have no liability for any damages, whether direct or consequential, incurred by Lessee as a result of any defect or malfunction of the Equipment or Software. Lessor hereby assigns to Lessee, for and during the Term, any warranty on the Equipment provided by the supplier. 5. INSURANCE: Upon the commencement hereof and until return of the Equipment, the Lessee shall obtain and maintain at its own expense, (a) insurance against the loss of or damage to the Equipment including, without limitation, loss by fire or other casualty, and, (b) public liability and property damage insurance. All such insurance shall be in such amounts, in such form and with such insurers as shall be satisfactory to Lessor; provided, however, that the amount of insurance against loss or damage to the Equipment shall not be less than the greater of the full replacement value of the Equipment or the Lease Payments then remaining unpaid hereunder. Each insurance policy will name Lessee as an insured and Lessor as an additional insured and loss payee, and shall contain a clause requir- ing the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or of the cancellation thereof. Lessee shall furnish to Lessor a certificate of insurance or other evidence showing that such insurance coverage is in effect. Lesses agrees to give Lessor prompt notice of any insurance claims made or to be made with respect to the insurance described herein. 6. TAXES: In addition to the Lease Payments as provided for herein, Lessee shall pay and (on a net after-tax basis) indemnify and defend Lessor against all fees, assessments and sales, use, property, excise and other taxes now or hereafter imposed by any govern- mental body or agency upon this Lease, any Equipment, Software, Lease Payments or other charges hereunder. Applicable sales and use taxes will be added to the Lease Payments unless Lessee provides evidence of direct payment authority or an exemption certificate valid in the state in which the Equipment is installed. Other applicable taxes may be separately billed to Lessee by Lessor and shall be due within thirty (30) days of the invoice date. REV. 05/91 7. EVENTS OF DEFAULT: An event or -default shall occur hereunder if Lessee (a) faii to pay any Lease Payment or other payment required hereunder when due and such failure continues for a period of ten (10) days after written notice from Lessor; or (b) defaults in the performance of any obligation or in the payment of any sum due Lessor under any other agreement, arrangement or understan- ding and such failure continues for a period of ten (10) days after written notice from Lessor; or (c) fails to perform or observe any other covenant, condition or agreement to be performed or observed by Lessee hereunder or breaches any representation or provision con- tained herein or in any other document furnished Lessor in connection herewith and such failure or breach continues unremedied for a period of ten (10) days after written notice from Lessor; or (d) without Lessor's consent attempts to assign this Lease or remove, sell, transfer, encumber, part with possession, or sublet any item of Equipment; or (e) is not paying its debts as such debts become due, becomes insolvent, files or has filed against it a petition under any chapter of the U.S. Bankruptcy Code, 11 U.S.C. Sec. 1 10 et. seq (or any similar petition under any insolvency law of any jurisdiction), proposes any dissolution, liquidation, composition, financial reorganiza- tion or recapitalization with creditors, makes an assignment or trust mortgage for the benefit of creditors, or if a receiver, trustee, custo- dian or similar agent is appointed or takes possession with respect to any property or business of Lessee. 8. REMEDIES: Upon the occurrence of any event of default and at any time thereafter, Lessor shall have the right to exercise any one or more of the following remedies. (a) Lessor may terminate this Lease and any other Leases between Lessor and Lessee, (b) Lessor may declare all sums due and to become due for the full term of the Leases so terminated immediately due and payable, (c) Lessor may require that Lessee return all Equipment and Software in the same condition as when delivered, ordinary wear and tear excepted, at Lessee's risk and expense, to such location within the continental United States as Lessor designates, (d) if this Lease specifies a Stipulated Loss Value for the Equipment, with or without terminating this Lease, Lessor may recover such Stipulated Loss Value as of the Lease Payment date immediately preceeding the occurrence of the event of default; (e) if no Stipulated Loss Value is specified in this Lease, with or without terminating this Lease, Lessor may recover damages, not as a penalty, but herein liquidated for all purposes in an amount equal to (i) any accrued and unpaid Lease Payments to the date on which Lessor obtains possession of the Equipment (or such earlier date as judgement is entered in favor or Lessor) (the "Determination Date"), plus interest as specified herein for past due amounts, (ii) the present value of all future Lease Payments reserved in the Lease dis- counted to the Determination Date at a rate equal to the then -current discount rate of the Federal Reserve Bank of San Francisco plus one percent (1%), and (iii) the Equipment's fair market value at the expiration of the Term as estimated by Lessor; (f) Lessor may recover any amounts due under any indemnity then determinable, plus interest as specified herein for past due amounts, (g) Lessor may sell any or all of the Equipment at public or private sale, with or without notice to Lessee or advertisement, or otherwise dispose of, hold, use, operate, lease to others or keep idle such Equipment, all free and clear of any rights of Lessee and without any duty to account to Lessee for such action or inaction or for any proceeds with respect thereto, and may apply the net proceeds therefrom (after deducting all costs associated with such sale) to the obligations of Lessee hereunder and any other obligations of Lessee to Lessor, with any excess proceeds being retained by Lessor; (h) Lessor may exercise any other right or remedy which may be available to it under the Uniform Commercial Code or other applicable law including the right to recover damages for the breach hereof In addition, Lessee shall be liable for, and reimburse Lessor for, all reasonable and necessary legal fees and all commercially reasonable costs and expenses incurred by Lessor as a result of the foregoing defaults, or the exercise of Lessor's remedies, including placing any Equipment in the condition required by Paragraph 10 hereof No remedy referred to in this Paragraph 8 is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity No express or implied waiver by Lessor of any default shall constitute a waiver of any other or further default by Lessee or a waiver of any of Lessor's rights. The Lessee's separate licenses for Software may provide for termination of such licenses upon termination of this Lease, Lessee is referred to such licenses for applicable provisions. 9. ASSIGNMENT BY LESSOR: LESSEE ACKNOWLEDGES THAT LESSOR MAY SELL, ASSIGN, GRANT A SECURITY INTEREST IN, OR OTHERWISE TRANSFER ALL OR ANY PART OF ITS RIGHTS, TITLE AND INTEREST IN THIS LEASE AND THE EQUIPMENT WITHOUT NOTICE TO OR CONSENT OF LESSEE. Upon Lessor's written notice to Lessee that this Lease, or the right to the Lease Payments hereunder, have been assigned, Lessee shall, if requested, pay directly to Lessor's assignee without abatement, deduction or set-off all amounts which become due hereunder. Lessee waives and agrees it will not assert against Lessor's assignee any counterclaim or set-off in any action for rent under the Lease. Upon the assignment of this Lease, Lessor's assignee shall have and be entitled to exercise any and all rights and remedies (but none of the obligations) of Lessor hereunder, and all references herein to Lessor shall include Lessor's assignee. Lessee acknowledges that any assignment or transfer by Lessor does not materially change Lessee's duties or obligations under this Lease nor materially increase the burdens or risks imposed on Lessee. 10. DELIVERY AND RETURN OF EQUIPMENT: Lessee shall pay all shipping charges for delivery of the Equipment to Lessee's installa- tion site. In the absence of specific instruction, Lessor or the Equipment supplier will select the carrier, but shall not hereby assume any liability in connection with the shipment, nor shall the carrier be construed to be the agent of Lessor. Upon the expiration or earlier termination of the Lease, Lessee, at its own risk and expense, absent Equipment purchase, shall promptly return the Equipment to Lessor in the same condition as when delivered, ordinary wear and tear excepted, to such location within the continental United States as Lessor designates with transportation costs to be prepaid by Lessee, and in addition, Lessee will, on request from Lessor, obtain from the Equipment manufacturer (or other maintenance service supplier previously approved by Lessor) a certificate stating that the Equip- ment qualifies for continued maintenance service at the standard rates and terms then in effect. 11. USE; MAINTENANCE; EXTENSIONS; ALTERATIONS: (a) Lessee, at its expense, shall make all necessary site preparations and cause the Equipment to be operated in accordance with any applicable manufacturer's manuals or instructions. Notwithstanding any transfer or assignment by Lessor and provided Lessee is not in default hereunder, Lessee shall have the right to quietly possess and use the Equipment as provided herein without interference by Lessor, its assigns or any other third party claiming through or under Lessor; provided, however, if a Vendor under the terms of its Vendor Agreement (as such terms are defined in Section 18) gives notice of its intent to remove Equipment or Software kuue to patent, copyright or other infringement concerns), then this Lease shall terminate as to such Equipment or Software upon its removal, and neither Lessor nor Lessee shall have any further obligation with respect to the lease cif such items (except with respect to Lease Payments or other claims which accrued prior to such termination). (b),Lessee shall effect and bear the expense of all necessary repair, maintenance, operation and replacements required to be made to maintain the Equipment in good condition, reasonable wear and tear excepted, and to comply with all domestic and international laws to which the use and operation of the Equipment may be or become subject Such obligations shall extend to repair or replacement of any partial loss or damage to items of Equipment, regardless of the cause of such loss or damage. Lessee shall obtain and keep in effect, at all times during the Term (and any renewal or extension thereof), maintenance service contracts covering the Equipment with suppliers of maintenance services approved by Lessor, such approval not to be unreasonably withheld. All replacement Equipment and parts furnished in connection with such maintenance or repair shall immediately become the property of Lessor and part of the Equipment for all purposes hereof. All such maintenance, repair and replacement services shall be immediately paid for and discharged by Lessee with the result that no lien under any applicable laws will attach to the Equipment as a result of the performance of such services or the provision of any such material. (c) At the expiration of the Term, upon notice given by Lessee at least ninety (90) days prior thereto, (i) this Lease shall be extended or renewed under the terms and conditions set forth herein for a period and rental amount to be agreed, or (ii) if no such agreement is reached or such notice specifies return of the Equipment, then Lessee shall return the Equipment in the manner and condition prescribed in Paragraph 10. In the absence of any notice as permitted by the preceding sentence, the Lease shall be automatically extended on a month-to-month basis, until terminated (upon notice by either party given at least ninety (90) days prior to the end of the month on which the termination is to be effective) or until extended or renewed by agreement of the parties. Unless otherwise agreed, Lessee shall continue to pay rent (equal to the last monthly Lease Payment) for each month following the Term, until the Equipment is returned pursuant to Paragraph 10. (d) Lessee shall not make any alterations, additions, modifications or attachments to the Equipment without the prior written consent of Lessor 12. LOSS OR DAMAGE: If any items of Equipment shall become lost, stolen, destroyed or damaged beyond repair for any reason, or in the event of condemnation, confiscation, seizure or requisition of title to or use of such items, Lessee shall promptly pay to Lessor the applicable Stipulated Loss Value (if any) for this Lease, and in the absence of such Stipulated Loss Value, Lessee shall pay the aggregate unpaid Unit Rental Payments for the full, remaining Term for such items of Equipment plus the Equipment's fair market value at the expiration of the Term, as estimated by Lessor, less the net amount of the recovery, if any, received by Lessor from insurance or otherwise for such loss or damage. Upon payment by Lessee as aforesaid, Lessor will transfer to Lessee, without recourse or warran- ty, all of Lessor's right, title and interest, if any, in such items of Equipment. 13. TITLE, LOCATION AND INSPECTION: Lessor and Lessee agree that the Equipment is and shall remain Lessor's personal property even though it may become attached or affixed to realty, and title thereto shall remain in the Lessor exclusively Lessor may require plates or markings to be affixed to or placed on the Equipment to indicate Lessor's ownership. LESSEE SHALL NOT SELL, ASSIGN, SUBLET, GRANT A SECURITY INTEREST IN, PLEDGE, HYPOTHECATE OR OTHERWISE ENCUMBER OR SUFFER A LIEN UPON OR AGAINST THIS LEASE OR THE EQUIPMENT LEASED HEREUNDER AND ANY SUCH ATTEMPT, WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, SHALL BE NULL AND VOID. Lessee shall not remove any Equipment from its installation site without Lessor's prior written consent. Lessor shall have the right to inspect the Equipment and observe its use upon reasonable notice of its intention to so inspect. 14. FURTHER ASSURANCES: If requested by Lessor, Lessee shall promptly secure, execute and/or deliver to Lessor such further documents (including but not limited to financing statements) and take such further action as Lessor shall deem necessary or desirable to carry out the intent and purpose of this Lease and to protect Lessor's interest in the Equipment. Lessee herein grants Lessor the right to file financing statements under the Uniform Commercial Code, as amended, with regard to Equipment leased hereunder, and where allowed by law, authorizes Lessor to make such filings without Lessee's signature. Lessee agrees to provide Lessor with updated financial statements upon request. 15. LESSEE'S REPRESENTATIONS, WARRANTIES AND WAIVERS: (a) Upon execution of the Master Lease and each Equipment Schedule, Lessee warrants and represents the following: (i) Lessee has full power and authority and all necessary licenses -and permits to carry on its business as presently conducted, to own or hold under lease its properties and to enter into this Master Lease and each Equipment Schedule and to perform its obligations thereunder; (ii) the execution and delivery by Lessee of this Master Lease and each Equipment Schedule and the performance by Lessee of its obligations thereunder have been duly authorized and approved and do not and will not contravene the provisions of or constitute a default (either with or without notice or laspe of time, or both) under any indenture, mortgage, contract or other instrument to which Lesses is a party or result in a lien upon the Equipment or any of Lessee's assets; (iii) this Master Lease and each Equipment Schedule, when executed by Lessee, constitute legal, valid and binding agreements of Lessee enforceable against Lessee in accordance with their terms; (iv) there are no actions, suits or proceedings pending or threaten- ed against Lessee or any property of Lessee which, if adversely determined, would materially adversely affect the business, financial condition, assets, or operations of Lessee, and (v) Lessee has not taken and will not take any action or maintain any position inconsistent with treating each Lease as creating a valid leasehold interest in the related Equipment. (b) To the extent permitted by applicable law, Lessee hereby waives any and all rights and remedies to: (i) cancel this Lease, (ii) repudiate this Lease; (iii) revoke acceptance of the Equipment; (iv) reject the Equipment; (v) recover damages from Lessor for any breaches of warranty or for any other reason; (Ji) claim a security interest in the Equipment in Lessee's possession or control for any reason; (vii) deduct from Lease Payments all or any part of any claimed damages resulting from Lessor's breach of obligations, if any, under this Lease, (viii) accept partial delivery of the Equipment; (ix) "cover" by making any purchase or lease of or contract to purchase or lease equipment in substitution for Equipment designated in the Lease, (x) recover any direct, general, special, incidental, indirect or conse- quential damages, for any reason whatsoever; and (xi) obtain specific performance, replevin, detinue, sequestration, claim and delivery or the like for any Equipment identified to this Lease. To the extent permitted by applicable law, Lessee also hereby waives any rights now or hereafter conferred by statute or otherwise which may require Lessor to sell, lease or otherwise use any Equipment in mitigation of Lessor's damages or which may otherwise limit or modify any of Lessor's rights or remedies. 16. INDEMNIFICATION: Lessee hereby assumes liability for, and shall pay when due, and shall indemnify and defend Lessor against, any and all liabilities, losses, damages, claims and expenses (including reasonable attorney fees) in any way relating to or arising out of this Master Lease, any Equipment Schedule or any items of Equipment, including without limitation the manufacture, purchase; ownership, shipment, transportation, delivery, installation, leasing, possession, use, operation, storage and return of such Equipment. Lessee shall give Lessor prompt notice of any occurrence, event or condition in connection with which Lessor may be entitled to indemnification hereunder. Lessee hereby expressly assumes liability for and agrees to indemnify and defend and hold Lessor harmless from and against any breach by Lessee of any representation, warranty or covenant made by Lessee herein and in connection therewith to pay and reim- burse Lessor for the payment of any and all expenses, including reasonable attorneys fees incurred by Lessor in connection with or as the result of any breach. The provisions of this Paragraph 16 are in addition to, and not in limitation of, the other provisions of this Lease. The indemnities contained herein shall survive the expiration of the Term of the Lease. 17. MISCELLANEOUS: Any provision of this Lease which is unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaing provisions thereof unless such ineffectiveness im- pairs the basic intent of the Lease iri the opinion of Lessor. This Lease supersedes all prior agreements and understandings relating to the Equipment and constitutes the entire agreement between the parties with respect thereto. No modifications or amendments of this Lease shall be binding unless made in writing and duly executed by Lessor and Lessee. Any notices or demands permitted or required to be given herein shall be deemed given when deposited in the United States mail, first class postage prepaid, to the ad- dresses herein set forth, or to such other address as the parties may hereafter substitute by written notice given in the manner prescrib- ed in this paragraph. Time is of the essence with respect: to the Lease. The captions set forth therein are for convenience only and shall not define or limit any terms hereof. This Lease shall in all respects be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts. Nothing contained herein is to be construed as approval of Lessee's credit by Lessor. This Equipment Lease is riot valid until both credit approval has been granted by Lessor and this Equipment Lease has been duly executed by Lessor. 18. VENDOR LICENSE, WARRANTY AND INDEMNITY; SOFTWARE: (a) Attached hereto as Exhibit A is a Vendor License, Warranty and Indemnity (the "Vendor Agreement") When signed by Lessee and Prime Computer, Inc. ("Vendor"), the Vendor Agreement is a separate and independent contract from this Lease, and Lessee's compliance with the terms of this Lease is not subject to or condi- tioned upon any occurrence, event or performance under the Vendor Agreement. Vendor has no rights, duties, obligations or liabilities under this Lease, and Lessee has no claims against Vendor hereunder. Similarly, Lessor has no rights, duties, obligations or liabilities under the Vendor Agreement; and Lessee has no claims against Lessor thereunder. The provisions of this Section 18 also apply to any other license, warranty and indemnity agreements which are executed by Lessee with a supplier of Equipment or Software and attached hereto as an Exhibit. (b) All Software (whether described iin the Equipment Schedule or not) is subject to separate licenses contained in the Vendor Agree- ment or otherwise; and Lessee's only obligation for the Software under the Lease is to pay to Lessor any amounts set forth on the Equipment Schedule with respect to the Software. In Witness Whereof, the Lessor and Lessee have hereunto set their respective hands as of the date first set forth above. LESSEE (ity_a`Yakima, Washington Title Z. h_.;v r` f"Sl CO -LESSEE By (Auth. Signature) Name (Print or Type) Title REV 05/91 LESSOR Primetec in Ing By y . ,A...ee..,.cam e,...:(Auth. Sign �{ure Name < �rit de;i, %" /76,4T (Print or Type) t Title t/r.� Fed. ID. No. 84 6320 1 B1-67726 PRIMETEC Primetec Leasing, Inc. A Leasetec Company 1 New York Avenue Framingham, MA 01701 SCHEDULE A - SYSTEM EQUIPMENT SCHEDULE NO. - - TO EQUIPMENT LEASE NO. DATED " , 19 , BETWEEN THE UNDERSIGNED PARTIES. Lessor: Primetec Leasing, Inc. (herein called "Lessor") Address: 1 New York Avenue, Framingham, MA 01701 Lessee: (herein called "Lessee") Business Address 1. EQUIPMENT: The Equipment to which this Equipment Schedule relates is shown below and on any continuation sheets attached hereto. 2. TERM: The term of the Lease with respect to Equipment specified herein shall be for a period of ' months commencing upon the Lease Commencement Date for such Equipment. 3. LEASE PAYMENTS: The Lease Payments due hereunder shall be payable in .• . n ' ° equal installments of $ per month. The first Arid last : ` . ..:r x Lease Payments (and payment for any partial month at the commencement of the Lease) are due upon execution of this Equipment Schedule. The balance of the Lease Payments shall be paid on the first day of each consecutive month thereafter until all payments have been made. 4. EQUIPMENT LOCATION: (if different from Lessee's Business Address shown above) Street City. County: State: Zip. 5. TERMS AND CONDITIONS: The terms and conditions of the above -referenced Equipment Lease are incorporated herein. In addition, the following attachments apply to this Equipment Schedule only. ._`.•' . ' `- ` v' QUANTITY 4 TYPE NO. EQUIPMENT CONFIGURATION DESCRIPTION PAGE 2 QUAN'"'TY of3 PAGES TYPE NO. 01 8548-P6 01 CR8548-P4 01 8556-P6S 01 CR8556-P4 01 8543-P6S 01 CR8543-P4 01 8544 -SM 01 8505-P6S 01 CR8505-P4 01 8090-P6 01 8549-P6 01 8515-P 01 8510-P6S 01 CR8510-P4 01 8525-P 01 UG65/66 01 75500-6PK 04 4732PK1 02 7210G .4fi1 04 KIT6996-002 02 CRO6P-D 04 CRO6P-D 02 CRO6P-C 01 4601PK1 01 CRO6P-T 01 CROl,P- G 03 LTS35O-64 36 CBL350-O01 02 KIT2294M 01 8505-P6S 01 CR8505-P4 01 9310US-P6 01 CR9310US-P4 01 8090-P6 01 8515-P 01 8525-P 01 4050-37C 01 84520G 01 8440-P2S 05 84541 -US 01 84565 -US 01 8505-P2S 01 8490-P2 08 CBL10671-002 01 CBL10671-008 03 84520FP 02 4595S 01 4364G 02 MMW2-82 02 5735S 10 CLAC304 01 5242F 01 CLAC808 08 CLAC204 04 CLAC204FP PAGE 2 of 3Pages EQUIPMENT CONFIGURATION DESCRIPTION - FORMS. - Credit for FORMS. - MIDASPLUS. - Credit for MIDASPLUS. -COBOL 85 Compiler and Run Time Libraries. - Credit for COBOL 85. -COBOL 74 to 85 Converter. -Prime INFORMATION. - Credit for Prime INFORMATION. - TCP/IP License. -C Compiler. - FORTRAN 66 Compiler. -FORTRAN 77 Compiler. -Credit for FORTRAN 77 - BASIC Interpreter. - Prime 65/6650 Computer System with 64MB memory. - Six pack SCSI Disk System. - 1.34GB SCSI disks. -SCSI II Host Adaptors. -SCSI Bus Cable kit. -Credit for returned 817MB disk drives. -Credit for returned 496MB disk drives. - Credit for Intelligent disk controllers. - 5 Giga Byte tape drive. - Credit for returned 2 GB tape drive. - Credit for SCSI Tape Controller. -64 port LTS350. - Telco to DB25 Fan -out cable. - LAN Host Controller Installation Kit. -Prime INFORMATION. - Credit for Prime INFORMATION. - PRIME'WORD. - Credit for PRIPIE'WORD. - TCP/IP License. - FORTRAN 66 Compiler. -BASIC Interpreter. -Prime 4050 Computer System with 16MB, 817MB disk and console. -LHC300. - PRIMENET. - LTS300. - LMT300. - Prime INFORMATION. - NTS. -5 meter Teflon drop cable. - 6 meter Teflon LTS200 Cascade. -LHC300. - Left side Helical Scan Tape Subsystem. - Two 817MB disk drives with controller. - 8MB memory. - ICS3 Communications subsystem. -ICS3 Communications line adapter card. - ICS2 Communications controller. -Capacity Extender. - ICS2 Communications line adapter card. - ICS2 Communications line adapter card. 4309-00 LESSEE of Yakima, Washington (Auth. SiSiy/pature) Name C /lG/✓ci / / „./„f CI r /� /� (Print or Type) Title ( / /�( // Le•I i Q� City Cler't, CO -LESSEE By (Auth. Signature) Name (Print or Type) Title LESSOR Primetec By (Ruth Signal Name c z7z4fc�v F. $ c/)LiL .,w) Title (Print or Type) "g2 v vi EQUIPMENT CONFIGURATION 4309-00 QUANTITY TYPE NO. DESCRIPTION 01 8505 -PF -Prime INFORMATION. 01 4735S -Left 496MB FMD. 01 4738S -Right 496MB FMD. 01 4590S -Tri density GCR tape subsystem. 01 MMW2-8MB -8MB memory. 02 5735S -ICS3 Communications controller. 14 CLAC304 -ICS3 Communications line adapter card. 01 PST100 -System console. 01 8505 -PAS -Prime INFORMATION. 02 4735S -Left 496MB FMD. 02 4738S -Right 496MB FMD. 02 3126F -300 LPM Dot Matrix Printer. 01 58444XP -CalComp Microstatic Plotter with 50MB of disk memory. 01 SUN -SPARCstation IPX workstation with 16" color monitor, GX graphics, 16MB memory, 207MB SCSI Internal Hard Drive, and 1.44MB Internal floppy disk drive. 01 SUN -16MB memory expansion module. 01 SUN -1.3 GB SCSI external disk drive. 01 X669 -2.3 GB 8mm tape drive. 02 -Adapter cable. 04 SUN -OS manuals with binders. 01 SUN -OS Right to Use License. 01 ESRI -ARC/INFO Single User License. 01 ESRI -TIN Single User License. 01 ESRI -COGO Single User License. 01 ESRI -Network Single User License. 01 -UPS/SPS System from Knobel's License. 04 KIT84520M -Kit to mount LHC300. 06 KIT7210M -Kit for Prime SCSI -2. END OF EQUIPMENT CONFIGURATION PAGE 3 of 3 PAGES LESSEE LESSOR City of Yakima, Washington Prlmetec (AJth. Signature) Name (/t✓ J�/,/ ( Cl✓ �/f (Print or Type) Title/ / �✓ 4 f/C Ic , CO -LESSEE City Clerk By (Auth. Signature) Name (Print or Type) Title rPRIMFTFC i FS1 By � (Ruth. Sig Nameji-510.10b1,_r ' �M' 645e} (Print or Type) TMe g?",„ �l. 1 FCCCIR'C CYC', ITCH rnov PRIMETEC Primetec Lea: Inc. A Leasetec Co,. ipany 1 New York Avenue Framingham, MA 01701 FIXED PRICE PURCHASE OPTION RIDER This Fixed price Purchase Option Rider ("Rider") is incorporated in and made a part of Equipment Schedule No to Equipment Lease No. , dated ("Lessor") and , 19 - , between Primetec Leasing, Inc., ("Lessee"). Except as expressly provided herein, the terms and conditions of the Lease shall remain in full force and effect. In the event of conflict between the provisions of the Lease and this Rider, the Rider will prevail 1. Lessor hereby grants to the Lessee, a nonassignable irrevocable option to purchase all, but not less than all, of the Equipment listed in the aforementioned Equipment Schedule free and clear of all liens or encumbrances arising from any act on the part of the Lessor for the sum of $ at the end of the Lease term, provided that the Lessee shall notify the Lessor in writing at least ninety (90) days prior to the expiration of the Lease of its intention to exercise said option and upon further condition that the Lessee is not then in default under any of the terms, covenants, or conditions of said Lease or any other obligations or indebtedness to the Lessor. 2 The option does not include licenses for any software. Such licenses must be separately obtained from the software licensor; provid- ed, however, such licenses for operating system software included on the above -referenced Equipment Schedule shall be provided at no additional charge. 3. Lessee acknowledges that the above purchase price excludes any and all state and local taxes, and Lessee agrees that it shall be responsible for the payment of any and all state and local taxes due and owing or thereafter levied or assessed on the Equipment, its lease or purchase. 4 The purchase of Equipment under the option is on an AS -IS, WHERE -IS BASIS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PAR- TICULAR PURPOSE. 5. This purchase option price shall be paid not later than (i) the last day of the Term, or (ii) 30 days after Lessor's invoice therefor, whichever occurs last. LESSEE LESSOR Primetec Leasing, Inc. By (Auth. Signature) Name (Print or'Type) Title CO -LESSEE By (Auth. Signature) By (Auth. Signature) Name (Print or Type) Title Name (Print or Type) Title BI -68373 PRIMETEC Primetec Let, Inc. A Leasetec Company 1 New York Avenue Framingham, MA 01701 NON -APPROPRIATION TERMINATION RIDER This Non -Appropriation Termination Rider ("Rider") is incorporated in, and made a part of the Equipment Lease (Master Terms and Conditions) No. -' dated '$ ARCH ", , 19 , between Primetec Leasing, Inc., ("Lessor") and C ' O.f YaZ Wash 4& O ("Lessee"). Except as expressly provided herein, the terms and conditions of the Lease shall remain in full force and effect. In the event of conflict between the provisions of the Lease and this Rider, the Rider will prevail. Lessor and Lessee do hereby acknowledge and agree that each Lease of Equipment is for a firm Term as set forth in any Equipment Schedule now or hereafter executed between Lessee and Lessor. However, by virtue of this Rider and notwithstanding anything con- tained in this Lease to the contrary Lessee may, by written notice given at least thirty (30) days prior to the last day of any fiscal year, terminate a Lease, without penalty or liability, at the end of such fiscal year if all the following have occurred: (a) Funds are not appropriated during such current fiscal year for the following fiscal year during the Term of this Lease for the acquisition of services and functions which are, in whole or material part, the same or substitute services and functions for the performance of which the Equipment was leased; and (b) Such nonappropriation of funds did not result from any act of failure to act of Lessee; and (c) Lessee has exhausted all funds legally available for all payments due under this Lease; and (d) There is no other legal procedure by which payment can be made to Lessor. In the event of such early termination by Lessee, Lessor shall remain entitled to all Lease Payments and other sums due and owing for any previous fiscal year(s) and for the current fiscal year during which notice is given and for the return of the Equipment as provided in Paragraph 10 of the Equipment Lease. Capitalized terms used herein shall, unless otherwise expressly indicated, have the meanings set forth in the Equipment Lease. LESSEE LESSOR CO -LESSEE By (Auth. Signature) Name (Print or Type) Title 1 Primetec. Leasing„ Inc, fi By (Auth. Signature) Name '(Print or Type) Title q\)"54 BI -67750 Addendum to 4309 ("the Agreement") _ Primetec Leasing, Inc. _ as seller or lessor. ("Primetec") and _City of Y„cjL____ as buyer or lessee ("Buyer/Lessee") In discharge of its obligation to maintain a register of assignments of this Agreement, Buyer/Lessee hereby appoints Primetec its agent, for purposes of maintaining complete and accurate records of the name and address of all assignees or subsequent assignees of all or any ofPrimetec's right, title and interest herein. Primetec or its assignee shall maintain such records in accordance with Section 149 (a) of the Internal Revenue Code of 1986, as amended from time to time and regulations from time to time promulgated thereunder. No assignment or reassignment of any of Primetec's right, title or interest in the above -referenced Agreement shall be effective unless and untilPrimeteCor its assignee disclosing the name and address of each such assignee. No further action will be required byprimetecor Buyer/Lessee to evidence the assignment, but either Primetecor Buyer/Lessee will acknowledge such assignment in writing if so requested by the other party. Buyer/Lessee: C i ty_o f Y�J� j'ashirn g ton.. Seller/Lessor: Primetec Leasing, Inc. By: Title:__ j _�l���l� e2 Title: Date: _ AsA4 Date : ----J[ 2 92_ ATTEST. l ) -,,�.- City C;erk 14A 21 A992 Primetec Leasing, Inc. 1 New York Ave. Framingham, MA 01701 AMORTIZATION RIDER This Amortization Rider ("Rider") is incorporated in and made a part of Schedule A, No.4309-00 to the Lease agreement between Primetec Leasing, Inc. ("LESSOR") and City of Yakima, Washington ("LESSEE") accepted by Seller as of MARCH 27 , 1992. Except as provided herein, the terms and conditions of the Lease agreement shall remain in full force and effect. In the event of conflict between the provisions of the Lease Agreement and this Rider, the Lease will prevail. By virtue of this Rider and notwithstanding anything in the Lease Agreement to the contrary, Lessor and Lessee do hereby acknowledge and agree that the Schedule below correctly reflects the amortization of the payments due under this Schedule A: Pmts Monthly Remaining Paid Payment Interest Principal Balance SEE ATTACHED SCHEDULE T,FSSEE: T.FSSOR: Primetec Leasing, Inc. City of Yakima, Washington Title: Date: ATTEST. >219 City Clerk oOd $947,633.00 # • Leliment Date i 'April 1, 190 2 ' Apra.l 1, 1993 3 ?•' ,April 1, 1994 4 April. 1, 1995 5 April 1, 1996 6 ; April 1, 1997 CITY OF YAKIMA Pantxint $20 ,7993.0 202,793.00 202,793.00 202,793.00 202,793.00 202,793.00 ^s Ibis $1,216,758.00 Interest 83,783.44 70,396.64 55,504.01 38,936.18 20,504.73 269,125.00 Prir i 1 $202,793.00 119,009.56 132,396.36 147,288.99 163,856.82 182_c288.27 947,633.00 Page 1 Stipulated Loss Value Balance $854,237.89 702,699.16 542,068.11 371,799.20 191,314.15 0.00 i r i f 1 Fifth Third Bank August 18, 1997 City of Yakima, Washington 129 N. Second Street Yakima, WA 98901 Dear Sir/Madam: Enclosed is a Bill of Sale for the purchase of the equipment which had been leased witl£he Fifth Third Bank. Please place this document in your files. We appreciate your patronage. Should you have any questions, please do not hesitate to call. Sincerely, Marsha Bubeck Remarketing Manager Enclosure DATE: August 18, 1997 LEASE NO: 93-003-74218-02-00018 BILL OF SALE In consideration of the sum ofOne Dollar and 00/100 ($1.00)and valuable consideration the receipt of which is hereby acknowledged,The Fifth Third Bank 38 Fountain Square Plaza, Cincinnati, OH 45263, (Seller) hereby bargains, sells, grants, transfers, and delivers City of Yakima, Washington, 129 N. Second Street Yakima, WA 98901(Buyer) and any of its successors and assigns, all of its right, title and interest in the equipment detailed below: Equipment Description See Attached Exhibit A. SUCH EQUIPMENT IS SOLD "AS IS" "WHERE IS" AND "WITH ALL FAULTS". SELLER MAKES NO WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE DESIGN, OPERATIONS, OR CONDITION OF, OR AS TO THE QUALITY OF THE MATERIAL OR WORKMANSHIP IN SUCH EQUIPMENT. SELLER MAKES NO WARRANTY OF MERCHANTABILITY OR FITNESS OF ANY PART OF SUCH EQUIPMENT FOR ANY PARTICULAR PURPOSE OR ANY OTHER WARRANTY OR PRESENTATION WHATSOEVER. SELLER SHALL IN NO EVENT BE RESPONSIBLE FOR DAMAGES ARISING IN STRICT LIABILITY OR FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES HOWEVER ARISING. Buyer agrees with and for the benefit of Seller that it will self -asses and remit all applicable sales/use taxes due in connection with this transaction to the appropriate taxing jurisdiction or otherwise provide Seller with a resale exemption certificate. IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed and delivered as of the date first above written. Witness: Seller: The Fifth Third Bank EXHIBIT A QUANITY TYPE NO. DESCRIPTION 01 UG65/66 Prime 65/6650 Computer Syst. w/ 64MB memory 01 75500-5x8 Six -Pack SCSI Disk System 02 7210M -G SCSI II Host Adapters 04 KIT6996-002 SCSI Bus Cable Kit 05 CR06P-D Credit for returned 817MB disk drives 02 CR06P-D Credit for returned 496MB disk drives 03 CR06P-C Credit for returned disk controllers 01 4601 PK 1 5 Giga Byte Tape Drive 01 CR06P-T Credit for returned 2 GB tape drive 01 CR06P300 SCSI Tape controller 01 KIT4590M Tri density tape drive installation kit 01 KIT2294M URC installation kit 03 LTS350-64 64 port LTS350 36 CBL350-001 Telco to DB25 fan out cable 01 84565 -US LMT300 Multiport Transceiver 09 CRLTS300 Credit for LTS300 01 LTS-8MM-50 LTS325/350 Terminal Server Software 02 KIT2294M 1 AN Host Controller installation kit CITY OF YAKIMA LEGAL DEPARTMENT 201 E. LINCOLN, SUITE 5, YAKIMA, WA 98901 March 25, 1992 Primetec Leasing, Inc. 1 New York Avenue Framingham, MA 01701 Phone: (509) 575-6030 SCAN 278-6030 FAX 575-6160 Re: Equipment Lease Agreement Between Primetec Leasing, Inc., and City of Yakima Gentlemen: The undersigned, as general counsel for the City of Yakima, has reviewed the Equipment Lease Agreement and the ancillary and sup- porting documents. After an examination of the transaction, I am of the opinion that: 1. The City of Yakima is a city incorporated in the State of Washington. 2. The Equipment Lease Agreement and the ancillary and supporting documents have been approved by the City Council (Resolution No. D-6075), the governing body of the City, and that Richard A. Zais, Jr., the City Manager, is authorized to execute all documents in connection with this transaction. 3. That the execution of the documents by the City Manager and the approval by the City Council are within the powers granted them and remain consistent with the laws of the State of Washington. 4. The aforementioned documents when executed by the City Manager and delivered to Primetec Leasing, Inc., will constitute a valid and binding obligation enforceable against the City in accordance with the terms and condi- tions thereof. Very tru •ours, JO N VANEK City Attorney Frac' /4 Selby Vice President, U S Saies Computer Systems Business Unu August 28, 1992 Mr. Rick Pettyjohn City of Yakima 127 North Second Street Yakima, WA 98901 Dear Rick: This letter is intended to set forth in full our agreement regarding your previous orders for Prime 5540 systems. In consideration of your cancellation of your orders for 5540 systems which you previously placed with Prime, Prime will provide and City of Yakima will accept the following services in full satisfaction of such orders and with no further monies owed to Prime and no further liability to Prime for failure to provide the 5540 systems. 4,4,S Prime will provide maintenance on the two UG .663-8" CPUs at rates not in excess of the rates applicable to 5520 CPUs for as long as the City of Yakima owns or leases those CPUs. The current rate is $740/month/CPU. In addition, Prime will relicense Primos to any buyer of the City's 9955 and 9755 CPUs for no more than $10,000 per system and to any buyer of the 4050 CPU for no more than $5,000. Prime will also authorize the City of return the kits listed below and give the City credit against its maintenance invoice. Finally, Prime will release the City of Yakima for any further obligations related to the 5540 purchase agreement. Prime Qty Model No. Description Price 2 KIT2294M 1 KIT2294M 2 KIT2294M 3 KIT8452M 6 KIT7210M Kit to Kit to Kit to Kit to Kit to mount URC in 53XX System mount URC in 53XX System mount URC in 53XX System mount LHC in 53XX System mount SCSI -2 Cntlr in 53XX $1,050.00 525.00 1,050.00 339.00 System 978.00 Total $3,942.00 Less 15% Discount (591.30) Refund $3,350.70 Prime Computer, Inc. 500 Old Connecticut Path Framingham, Massachusetts 01701 508-620-2800 Page 2 August 28, 1992 Mr. Rick Pettyjohn City of Yakima, WA In consideration of the mutual obligations set forth above, Prime releases the City of Yakima, and the City of Yakima releases Prime from any and all claims, demands, and causes of action, whether based in tort, contract, statute or otherwise, arising out of or in anyway related to the cancellation of the City of Yakima's orders for Prime 5540 systems. Could you please indicate your acceptance of the foregoing agreement by countersigning this letter where indicated below and returning it to me. Sincerely, Fred H. Selby Agreed and Accepted: CITY OF YAKIMA BY: TITLE: DATE: Prime PL -201 PRIME Prime Leasing / 'ivision of Prime Computer, Inc. 1 ,e Park Natick, MA 01760 Schedule A, No SCHEDULE A This Schedule A is incorporated in and made a part of the Governmental Conditional Sales Agreement between Prime Leasing, A Division of Prime Computer, Inc. ("Seller"), and ("Buyer") accepted by Seller as of ,19 , ("Agreement"). I. System Those components of the System to which this Schedule A relates are shown below and on any continuation sheets attached hereto. 2. Installment Payments A. Buyer agrees to make Installment Payments in accordance with the Statement of Sale below. The first Installment Payment shall be due upon the Installment Payment Commencement Date as set forth in Section 8 (Acceptance of System), with remaining Installment Payments due on the first day of each successive month, or such other installment period as stated herein, thereafter until all Installment Payments have been paid. Statement of Sale 1. Total Price $ 2. Cash Down Payment 3. Balance Financed (1 minus 2) 4. Interest Charge 5. Time Balance (3 plus 4) to be paid in ( ) equal installments of $ 6. Total Deferred Payment (or Time) Price (2 plus 5) $ B. All payments required to be made to Seller hereunder shall be made at Seller's principal office at Prime Park, Natick, MA 01760 or as may otherwise be directed in writing by Seller or its assignee. 3. Equipment Location (if different from Buyer's Agreement address) Street: City County: State: Zip Code* EQUIPMENT CONFIGURATION QUANTITY TYPE NO. DESCRIPTION Buyer By Title Date Seller Prime Leasing, A Division of Prime Computer, Inc. By Title Date BUYER'S EXECUTE COPY Addendum to 4007— 02 ("the Agreement") between Prime Leasing, a Division of Prime Computer, Inc. as seller or lessor ("Prime") and Cia of Yaki adiagram buyer or lessee ("Buyer/Lessee") In discharge of its obligation to maintain a register of assignments of this Agreement, Buyer/Lessee hereby appoints Prime its agent, for purposes of maintaining complete and accurate records of the name and address of all assignees or subsequent assignees of all or any of Prime's right, title and interest herein. Prime or its assignee shall maintain such records in accordance with Section 149 (a) of the Internal Revenue Code of 1986, as amended from time to time and regulations from time to time promulgated thereunder. No assignment or reassignment of any of Prime's right, title or interest in the above -referenced Agreement shall be effective unless and until Prime or its assignee disclosing the name and address of each such assignee. No further action will be required by Prime or Buyer/Lessee to evidence the assignment, but either Prime or Buyer/Lessee will acknowledge such assignment in writing if so requested by the other party. Buyer/Lessee: City of Yakima Washington Title:__�j� _ nagex Date : __ J 1 __t �d Ji l Seller/Lessor: Prime Leasing, a division of Prime Computer, Inc. By: Title : se -_- ca ao, Date: 1 ?- I.W tb ifit 3311 Prime Leasing A Division of Prime computer, Inc. Prime Park Natick, MA. 01760 AMORTIZATION RIDER This Amortization Rider ("Rider") is incorporated in and made a part of Schedule A, No. 4007-02 to the Lease agreement between Prime Leasing, A Division of Prime Computer, Inc. ("SELLER") and City of Yakima Washington ("BUYER") accepted by Seller as of , 1991. Except as provided herein, the terms and conditions of the Lease agreement shall remain in full force and effect. In the event of conflict between the provisions of the Lease Agreement and this Rider, the Rider will prevail. By virtue of this Rider and notwithstanding anything in the Lease Agreement to the contrary, Lessor and Lessee do hereby acknowledge and agree that the Schedule below correctly reflects the amortization of the payments due under this Schedule A: Pmts Monthly Remaining Paid Payment Interest Principal Balance SEE ATTACHED SCHEDULE BUYER: City of Yakima Washington SELLER- Prime Leasing A Division of Prime Computer, Inc. gy; By: Title: ed f3 )14��1 Title: Date: 1(11?/91 0 Date: $42,156.00 CITY OF YAK MA WASHINGTON (SPARCstation) Page 1 at 8.27219% with 6 Semi -Annual Payments 360 -day Year, Rule of 78's, Compounding Monthly Payment Date Total Payment Interest Amt. Principal Amt. Remaining Bal. 1 Jan. 1, 1992 2 July 1, 1992 8,437.00 8,437.00 Annual Subtotal 8,437.00 3 Jan. 1, 1993 4 July 1, 1993 8,437.00 8,437.00 Annual Subtotal 16,874.00 5 Jan. 1, 1994 6 July 1, 1994 8,437.00 8,437.00 Annual Subtotal 16,874.00 2,418.86 2,015.71 6,018.14 6,421.29 2,015.71 6,421.29 1,612.57 1,209.43 6,824.43 7,227.57 2,822.00 14,052.00 506.29 403.14 7,630.71 8,033.86 1,209.43 15,664.57 Totals 50,622.00 8,466.00 42,156.00 36,137.86 29,716.57 22,892.14 15,664.57 5,033.86 0.00 AMENDMENT TO EQUIPMENT AGREEMENT This amendment to Equipment Agreement ("Amendment") is incorporated in and made a part of Schedule A, No. 4309-00 to the Equipment Lease between Primetec Leasing ("LESSOR"), and City of Yakima ("LESSEE") accepted by Lessor as of March 27 , 1992. This amendment hereby modifies the Equipment Configuration and the payments thereto described in Schedule A No. 4309-00 . Except as expressly provided herein, the terms and conditions of the Lease shall remain in full force and effect. In the event of conflict between the provisions of the Lease and this Amendment, the Lease will prevail. By virtue of this Amendment and notwithstanding anything contained in the Lease to the contrary, Lessee and Lessor do hereby agree to add the following equipment to Schedule A No. 4309-00 : 01 UG6550 Prime 6550 Computer System with 64MB of memory. 01 UG6550 Prime 6550 Computer System with 64MB of memory. It is additionally agreed to delete the following fitau the same Schedule A: 01 UG65/66 Prime 65/6650 Computer System with 64MB memory. 01 UG65/66 Prime 65/6650 Computer System with 64MB memory. In consideration of the above alteration to the Schedule A, Lessee and Lessor hereby agree that the payment schedule shall remain as it currently in reflected on the original Schedule A. LESSOR: Primetec Leasing By: Title: Date: BUSINESS OF THE CITY COUNCIL YAKIMA, WASHINGTON AGENDA STATEMENT Item No. For Meeting Of 3/24/92 ITEM TITLE: Report and Legislation from Finance and Information Systems Regarding Budget Appropriation and Contract Lease Papers for Computer Equipment SUBMITTED BY: Department of Finance & Budget/Information Systems CONTACT PERSON/TELEPHONE: John Hanson, Director of Finance & Budget/575-6070 Rick Pettyjohn, Information Systems Manager/575-6098 SUMMARY EXPLANATION: SEE ATTACHED MEMO X Resolution X Ordinance X Contract Minutes Plan/Map Notification List Other (Specify) APPROVED FOR SUBMITTAL: City Manager STAFF RECOMMENDATION: Accept report, pass Resolution, read Appropriation Ordinance by title only 3/24/92. Adopt Ordinance upon second reading, 4/14/92. BOARD/COMMISSION RECOMMENDATION: COUNCIL ACTION: Resolution No. D-6075 3/24/92--lst reading of Appropriation Ordinance TFINANCEI RP.1 1 - 3/20/92