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Home My Public Portal AboutORD10540 BILL NO. SPONSORED BY COUNCILMAN C-� ORDNANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI , AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE A LEASE AGREEMENT WITH INTERNATIONAL BUSINESS MACHINES CORPORATION FOR COMPUTER EQUIPMENT AT THE JEFFERSON CITY POLICE DEPARTMENT. BE IT ORDAINED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. The Mayor and City Clerk of the City of Jefferson are hereby authorized to execute a lease agreement with International Business Machines Corporation for computer equipment at the Jefferson City Police Department. Section 2 . The agreement shall be substantially the same in form and content as Exhibit A attached hereto. Section 3. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed Approved ��° l�`j' - 9S r P s s.dinq Off i er Mayor ATTEST: City Clerk __ ( j,��,ibl�llRkkiAb: 1»»J1YRlnSicVk� .vu�sa.n..�� pq III 22 1 n Credit Corporation Old Greenwich, CT 06870 TERRA LEASE MASTER AGREEMENT STATE AND LOCAL GOVERNMENT Name and Address of Lessee: City of Jefferson Agreement No.: 4715445 Police Department 401 Monroe-St. IBM Branch Office No.: G4Y Jefferson City, Missouri 65101 IBM Branch Office Address: i : iBM Customer No.: 4717355 �. One Elm Plaza Jefferson may, Mo. 65101 The lessor pursuant to this Term Lease We-aster Agreement(Agflreement)will be(a)IBM Credit Corporation,or a subsidiary or affiliate thereof, or (b) a related business enterprise for whom IBM Credit Ccrporation is the agent (Lessor). The subject matter of the lease shall be machines,field installable upgrades,feature additions or accessories marketed by International Business Machines Corporation(IBM)and shall be referred to as Equipment.Any lease transaction requested by Lessee and accepted by Lessor shall be specified In a Term Lease Supplement(Supplement). A Supplement shall refer to and incorporate by reference this Agreement and,when signed by the parties, shall constitute the lease for the Individual items contained therein(Lease)for the Equipment specified therein.A Supplement may also specify additional details and terms and conditions as well as other amounts to be financed(Financing).Financing may include charges for licensed program material charges(LPM Charges)for licensed programs marketed by IBM under the agreement specified in the Supple- ment as Referenced License Agreement No.(License Agreement). 1. Lease Opflons.The Supplement shall designate the option. 5. Assignment to Lessor. Lessee hereby assigns,exclusively For Equipment,Option G is a Lease with Purchase Option and Op- to Lessor,Lessee's right to purchase the Equipment from IBM.This tion G Prime(G')is a Lease to Purchase. For LPM Charges,Op- assignment is effective when Lessor accepts the applicable Sup- tion S or Option S Prime(S')will apply.For other Financing,Option plement and Lessor shall then be obligated to purchase and pay T or Option T Prime(T')will apply. for the Equipment.Other than the obligation to pay the purchase Prime Options.such as G Prime,S Prima,and T Prime,are re- price,all responsibilities and limitations applicable to Customer in served for Lessees who are state and local govemments or politi- the leM purchase agreement specified in the Supplement as Refer- cal subdivisions thereof as defined under Section 103(3)of the In- enced Purchase Agreement No. (Purchase Agreement)shall re- temal Revenue Code of 1954,as amended,Including all Internal main with Lessee. Revenue Service regulations and rulings under this section. If the Equipment is subject to a.volume procurement or educa- 2. Agreement Tear. This Agreement shall be effective when tional allowance amendment to the Purchase Agreement or to signed by both parties and may Do terminated by either parry upon another discount offering,(a)Lessor will pay the same amount for one month's written notice. However, each Lease then In effect the Equipment that would have been payable by Lessee, and shall survive any termination of this Agreement. (b) Lessee will remain responsible to IBM for arty other charges 3. Changes.Lessor may only change the terms and conditions incurred under the discount offering. of this Agreement by providing prior written notice.Any change will 6. Full Term intention;Appropriation of Funds. Lessee intends apply only to Leases with an Estimated Shipment Date,or ffec- to pay Rent for the full Lease Term and,if required,to request ap- tive Date for Additional License, on or after the effective date prepriatlon of funds for the Lease. Nevertheless, Lease®will not specified In the notice. However, such change shall not apply to e m default for nonpayment as long as(a)the funds for the Lease Leases,signed by Lessee and received by Lessor on or before the require appropriation by a legislative ar other elected authority of date of the notice,which have an Estimated Shipment Date,or Ef- a state or local govemment or a political subdivision thereof, (b fective Date for Additional License,three months or less after the Lease©has duly requested appropriation of fiunds for Rent,and(c date of notice. If such change does apply, Lessee may terminate such funds for the Equipment (or in the case of any Financing, the Lease for an affected Item by providing notice to Lessor within funds for both the Financing and for the Equipment related to the 15 days after receipt of Lessor's notice and prior to delivery,or Ef- Financing)or comparable equipment are not appropriated for any fective Date for Additional License,of the affected item. fiscal year during the Lease Term.If a nonappropriation of this kind 4. Selection and Use of Equipment, Programming and occurs,Lessee will promptly notify Lessor,and the Lease for the Licensed Program Materials. Lessee agrees that it shall be re- Equipment and Financing involved will terminate at the end of the sponsible for the selection,use of,and results obtained from,the last fiscal year for which funds were appropriated.Other than for Equipment, any programming supplied by IBM without additional a nonappropriation of this kind, the Lease may not be cancelled charge for use on the Equipment (programming), licensed pro- during its Term,and the obligation of Lessee to pay the Rent for {Tram materials,and any other associated equipment,programs or the Term of the Lease shall be absolute and not subject to any re- services. duction for any reason whatsoever. If the Equipment, program- THE ADDITIONAL TERMS AND CONDITIONS ON PAGES 2 THROUGH 4 ARE PART OF THIS AGREEMENT. LESSEE ACKNOWLEDGES THAT LESSEE HAS READ THIS AGREEMENT AND ITS SUPPLEMENT,UNDERSTANDS THEM,AND AGREES TO BE BOUND BY THEIR TERMS AND CONDITIONS.FURTHER,LESSEE AGREES THAT THIS AGREEMENT AND iTS SUPPLEMENT ARE THE COM- PLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BEiWEEN THE PARTIES,SUPERSEDING ALL PROPOSALS OR PRIOR AGREE- MENTS,ORAL OR WRITTEN,AND ALL OTHER COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER HEREOF. racepte>afby: Bid!Credit Corporation L. 7/ f (///nom, ----------------�.i.ty...af.-.. of far..s.on_.................................-................. B � ''! /�C/i/V -' /..._..__._................................ By sic.... Lessee "'/ By ,�{//(/Auth.odzWSignature Aut rued Sig r '. ,)..............................................!a?ff��5" ��`g�?l.. ........��t:>�:z..�r P..�_._'.._.1��?�.;f�t. ....._......... Name(Type or Print) a Name(Type or Printj� Date 2125.34213-01 WIM0011) 1185 Page 1 o1`4 LESSEE ORIGINAL I Milli! ming or licensed program rrraterials are unsatisfactory for any offer renewal Terms of one year and may offer longer Terms if then reason, Lessee shrill make any claim solely against the supplier generally available.For a renewal Term,upon request by Lessee, and shall,nevertheless,pay Lessor all amounts payable under the at least five months prior to Lease expiration, Lessor shall notify Lease. - - Lessee,at least four months prior to Lease expiration,of the Rent, 7. Warranties. Loss,or grants to Lessee the benefit of any and an yy changes to the Payment Period and due dates,and of any re- al)warranties mad available by IBM in ttie Purchase Agreement. quired Purchase Option or Renewal Option Percents,not specified esaor warrants that neither i_essor nor anyone acting or claiming in the Supplement.The Rent shall be objectively determined by rough Lessor,by asslgnmer�t or otherwise,will interfere with Les- Lessor by using the projected fair market rental value of the Equip- ssa u qulet enjoyment of tht�use of the Equipment so Iang as no ment as of the commencement of such renewal Term.Lessee may event of default shall have occurred and be continuin EXCEPT renew for any renewal Term only by so notifying Lessor in writing FOR LESSOR'S Rhtp►FaEltAcIrIT OF QUIET ENJOYfA�NT', LES- at(east three months prior to Lease expiration. SOR MAKES NO WARRANTY,EXPRESS OR IMPLIED,AS TO 16. Optional Extension. if Lessee has not elected to renew or ANY MATTER WHATSOEVER, INCLUDING, BUT NOT LIM- purchase,and as long as Lessee is not in default under the Lease, ITED TO, THE IMPLIED WARRANTIES OF MERCHANTABIL- the Lease (other than Leases that expire five years from Date of ITY OR FITNESS FOR A PARTICULAR PURPOSE,AS TO LES- installation)will be extended unless Lessee notifies Lessor in writ- SOR, LESSEE LEASES THE EQUIPMEWf AND TAMES ANY ing,not less than three months prior to Lease expiration,that Les- PROGRAliAMING "AS IS." IN NO EVENT SHALL LESSOR see does not want the extension.The extension will be under the HAVE ANY LIABILITY FOR,NOR SMALL LESSEE HAVE ANY same terms and conditions then in effect, Including Rent(but not REMEDY AGAINST LESSOR FOR, CONSEQUENTIAL DAM- less than fair market rental value)and will continue until the earlier AGES,ANY LOSS OF SAVINGS OR LOSS OF USE. of termination by either party upon three months' prior written S. Lessee Authorization. So long as Lessee Is not In default notice or five years from the Date of Installation. under the Lease, Lessee Is authorized to act on Lessor's behalf 17. Title Transterat Expiration of Option G Prime Lease.Follow- concerning any IBM warranty service for the Equipment, and any ing the payment of all amounts due or to become due under the programming services for the programming. Lease and the additional payment of$1.00 and If Lessee is not 9. Delivery and installation.Lessee shall arrant a with IBM for the then in default under the Lease,upon the expiration of the Lease delivery of the Equipment and programming and for installation of for Equipment under Option G Prime,Lessor shall transfer to Les- the Equipment at the Equipment Location, Lessee shall pay any see without recourse or warranty of any kind,express or implied, delivery and Installation charges.Lessor shall not be liable to Les- all of Lessor's right,title and interest in and to such Equipment on see for any delay in,or failure of,delivery of the Equipment or pro- an"As Is,Where Is"basis except that Lessor shall warrant title free gramming. Lessee shall examine the Equipment and program- and clear of all encumbrances arising through Lessor. ming immediately upon delivery. If the Equipment is not in good 18. Purchase ofEquipment.if Lessee is not then in default under condition or the Equipment or programming does not correspond the Lease, Lessee may, upon notice to Lessor, purchase Equip- to IBM's specifications,Lessee shall promptly give ism written notice meat at any time during the Lease Term.Such notice shall be given and shall provide IBM reasonable assistance to cure the defect or not later than three months prior to Lease expiration and shall discrepancy. specify the desired date of purchase,which shall be one month or 10. Late Delivery. If the Equipment or licensed program mate- more after the date of notice.If the date of purchase is prior to the rials are not delivered to the Equipment Location on or before the second anniversary of the Rent Commencement Date, the pur- 95th day after the Estimated Shipment Date, Lessor may, upon chase price shall be calculated by multiplying the Unit Purchase written notice to Lessee prior to delivery,increase the Lease Rate. Price specified in the Supplement by the Purchase Option Percent Lessee may terminate the Lease for the affected item upon written for the second anniversary and adding all Rent that would be due notice to Lessor prior to delivery.Otherwise,the Rent shall be ad- through such anniversary date. If the date of purchase is the sec- justed to reflect such increase. and or a subsequent anniversary of the Rent Commencement 11. Rent Commencement Date. The Rent Commencement Date,the purchase price shall be an amount determined by multi- Date, unless otherwise specified in the Supplement, shall be the plying Unit Purchase Price by the Purchase Option Percent for date payment is due IrsM under the applicable Purchase Agreement such Equipment for such anniversary.if the date of purchase is be- or License Agreement.Lessee shall be notified of the bent Com- tween two such anniversaries,the purchase price shall be the pro- mencemont Date and the serial numbers of the Equipment. rated price(in 12 monthly steps)between the purchase prices de- 12. Lease Tenn. The Lease shall be effective when signets by scribed above for such anniversaries. For Option G,if the date of Moth parties.The Initial Term of the Lease shall expire at the end purchase is the expiration of the Lease, Lessor shall objectively of the number of Payment Periods,specified as"Term"in the Sup- determine the projected fair market sales value and Lessee shat( plement, after the Rent Commencement Date. However, obliga- have the benefit of that value,if lower than the purchase price as tions under the Lease shall continue until they have been per- calculated above. formed in full. If Lessee purchases any Equipment,Lessee shall,on or before 13. Rate Protection.Unless modified pursuant to Paragraph 10, the date of purchase,pay to Lessor the purchase price,any appli- the Rent shall be based on the Lease Rate specified in the Supple- cable taxes,all Rent due through the day preceding the date of pur- ment or such greater Lease Rate as may be specified by written chase,any other amounts due,and the prepayment of any Financ- notice to Lessee more than three months before the Estimated ing(Paragraph 32).Lessor shall upon the later of payment or the Shipment Date or Effective Date for Additional License.By notice date of purchase, transfer to Lessee by bill of sale, without re- to Lessor In writing prior to delivery,or Effective Date for Additional course or warranty of any kind,express or Implied,all of Lessor's Licenso, and within 15 days after receipt of such notice, Lessee right, title and interest in and to such Equipment on an "As Is, may terminate the Lease for the affected item.Otherwise,the Rent Where Is"basis except that Lessor shall warrant title free and clear shall be adjusted to reflect the increase.The Unit Purchase Price of all encumbrances arising through Lessor. and LPM Chargges are subject to change in accordance with the 19. Inspection; Marking; Financing Statement. Upon request, applicable Purchase Agroement or License Agreement. Lessee shall make the Equipment and its maintenance records 14. Rent. During the initial Term, Lessee ;hall pay Lessor, for available for Inspection by Lessor during Lessee's normal busi- each Payment Period,Rent as determined in Paragraph 13.Les- ness hours.Lessee shall affix to the Equipment any labels indicat- see's obligation to pay shall begin an the Rent Commencement ing ownership supplied by Lessor. Lessee shall execute and de- Date. Rent will be invoiced in advance as of the first day of each liver to Lessor for feting any Uniform Commercial Code financing Payment Period and will be due on the day following the last day statements or similar documents Lessormay reasonably request. of the Payment Period. When the Rent Commencement Date is 20. Equipment Use.Lessee agrees that Equipment will be oper- not on the first day of a calendar month and/or when the initial Term ated by competent,qualified personnel,in accordance with appli- does not expire on the last day of a calendar month,the applicable cable operating instructions,laws and government regulations. Rent will be prorated on the basis of 30-day months. 21. Maintenance. Lessee,at its expense,shall keepp the Equip- ,. 15. Renewal. If Lessee Is not then in default under the Lease, ment in a suitable environment as specified by IBM and(n good con- *essee may renew the Lease one or more times but,for Option dition and working order,ordinary wear and tear excepted. ,the Lease may not continue boyond five years from the Date 22. Alterations;Modifications;Parts.Lessee may alter or modify of installation as defined In tho Purchase Agreement.Lessor shall the Equipment only upon written notice to Lessor. Any non-IoM Page 2 of 4 alteration is to be rernoved and the Equipment restored to its nor- Lease or Equipment,or any Interest therein,or create or suffer any Weal,unaltered condition at Lessoe'a oxpense prior to Its return to levy,Ilen orencumbrance thereon except those created by Lessor. ssor, At Lessee's option,any 04 field installable upgrade, fea- 31. Financing of LPM Charges. If the Lease provides for financ- ture addition or accessory added to any item of Equipment(Modifi- ing of LPM Charges,Lessor will pay such Charges directly to IBM. cation) may be removed. If removed, the Equipment is to be re- Any other charges due imi under the License Agreement shall be stored at Lessee's expense to Its normal,unmodified condition. If paid directly to IBM by Lessee. if Lessee discontinues any of the not removed, such Modification shall, upon return of the Equip- licensed program materials In accordance with the terms of the ment, became,without charge, tho property of Lessor free of all License Agreement prior to the date LPM Charges are due,the fl- encumbrances. Restoration will Include replacement of any parts nancing of affected LPM Charges shall be cancelled;otherwise, removed in connection with the installation of an alteration or Mod- Lessee's obligation to pay Rent shall not be affected by any dis- ification.Any part installed in connection with warranty or mainte- continuance, return or destruction of any license or licensed pro- nance service shall be the property of Lessor. gram materials under the License Agreement. 23. Leases for Modifications and Additions. Upon Lessee's re- 32. Financing Pispayment(does not apply for items of Equlp- �uest, Lessor will arrange for leasing of Modifications and Addi- ment). Lessee may terminate any Item of Financing (but not an tions under terms and conditions then generally in effect.Additions item of Equipment)by prepaying its remaining Rent.Lessee shall shall be machines,or LPM Charges for licensed program mate- provide Lessor with notice of the Intended prepayment date which rials, which are associated with the Equipment. These Modifica- shall be at least one month after the date of the notice.Lessor rimy, tions and Additions must be ordered by lessee from I Any lease depending on market conditions at the time,reduce the remaining for Modifications to Equipment shall,and any lease for Additions Rent to reflect such prepayment and shall advise Lessee of the rimy,expire at the same time as the Lease for the Equipment.The balance to be paid.If,prior to Lease expiration,Lessee purchases rent shall be determined by Lessor andspecified In a Supplement. the Equipment related to the Financing or if the Lease for such If Lessee purchases Equipment prior to Lease expiration,Lessee Equipment is terminated,for any reason except if funds are not ap- shall simultaneously purchase any Modifications under Lease. propdated as described in Paragraph 6,Lessee shall at the same 24. Return of Equipment. Upon expiration or termination of the time prepay such Financing. Lease for any item of Equipment,or upon demand by Lessor pur- 33. Default; No Waiver. Lessee shall be in default under the suant to Paragraph 34, Lessee shall promptly return the Equip- Lease upon the occurrence of any of the following events:(a)Les- m•.snt,freight prepaid,to a location in the continental United States see fails to pay when due any amount required to be paid by Les- specified by Lessor. Except for Casualty Loss, Lessee shall pay see under the Lease and such failure shall continue for a period any costs and expenses incurred by Lessor to Inspect and qualify of seven days after the due date;(b) Lessee fails to perform any the Equipment for IBM's maintenance agreement service.Any parts other provisions under the Lease or Lessee falls to perform any of removed in connection ti;erewith shall become Lessor's property. its obligations under any other Lease entered into pursuant to this 25. Casualty Insurance,Loss or Damago. Lessor will maintain, Agreement,and such failure or breach shall continue unremedled at Its own expense,insurance covering loss of or damage to the for a period of 15 days after written notice is received by Lessee Equipment(but excluding any Modifications not subject'to a Lease from Lessor;(c)Lessee violates any of the covenants or represen- and any non-IBM atteratlons).If any item of Equipment shalt be lost, tations made by Lessee to Lessor with respect to any Lease en- AOL destroyed or irreparably damaged for any cause what- tered into pursuant to this Agreement or in any agreement with IBM soever(Casualty Loss)before the Date of Installation,the Lease with respect to the Equipment or licensed program materials or for that item shall terminate.If any item of Equipment suffers Casu- fails to perform any provision in any such agreement(except the alty Loss,or shall be otherwise damaged,on or after the Date of obligation to pay the purchase price or LPM Charges). Installation, Lessee shall promptly Inform Lessor. If Lessor deter- Any failure of Lessor to require strict performance by Lessee or mines that the item can be economically repaired, Lessee shall any waiver by Lessor of any provision in the Lease shall not be con- place the item In good condition and working order and Lessor will stoued as a consent or waiver of any other breach of the same or reimburse Lessee the reasonable cost of such repair.If not so re- of any other provision. pairabie,the Lease for that item shall terminate. 34. Remedies. If Lessee Is in default under the Lease, Lessor 26. Taxes.All taxes on or measured by the net income of Lessor, shall have the right, in Its sole discretion,to exercise any one or any taxes resulting from the Purchase Agreement,and any prop- more of the following remedies in order to protect Its interests, erty taxes shall be for the account of Lessor.All other taxes of any reasonably expected profits and economic benefits. Lessor may description attendant to transactions under the Lease shall be for (a)declare any Lease entered into pursuant to this Agreement to the account of Lessee,either by reimbursement of Lessor,or, at be in default; (b)terminate In whole or in part any Lease; (c) re- Lessor's request,directly paid by Lessee to the taxing authority. cover from Lessee to the extent permitted by law any and all 27. Lessor's Payment. If Lessee falls to perform its obligations amounts then due and to become due;(d)take possession of any under Paragraph 26 or 29 or to discharge any encumbrances or all Items of Equipment, wherever located, without demand or created by Lessee,Lessor shall have the right to substitute perfor- notice,without any court order or other process of law;and(e)de- mance,in which case,Lessee shall pay Lessorthe cost thereof. mand that Lessee return any or all such items of Equipment to Les- 28. Net Lease. The Lease shall be strictly a net lease. Con- sor in accordance with Paragraph 24 and,for each day that Lessee sequently, unless specifically provided otherwise in the Lease, shall fail to return any items of Equipment,Lessor may demand an claims,costs and expenses of any description connected with the amount equal to the Rent,prorated on the basis of a 30-day month, Lease shall be for the sole account of Lessee,except that Lessor in effect immediately prior to such default. Upon repossession or shall bear responsibility,to the extent of Its fault,for claims for per- return of such Item or items of Equipment,Lessor shall sell,lease sonal injury or real and tangible personal property damage caused or otherwise dispose of such Item or items in a commercially by Lessor's negligence. reasonable manner,with or without notice and on public or private 29. Liability,Insurance. Lessee shall obtain and maintain com- bid,and apply the net proceeds thereof towards the amounts due prehensive general liability Insurance,in an amount of$1,000,000 under the Lease but only after deducting, (1) in the case of sale, or more for each occurrence, with an insurer having a "Best's the estimated fair market value of such Item or items as of the Policyholders"rating of B+ or better.The policy shall name Les- scheduled expiration of the Lease,or(11)in the case of any replace- sor as an additional Insured as Lessor's interests may appear and ment lease,the rent due for any period beyond the scheduled expj- shall contain a clause requiring the insurer to give Lessor at least ration of the Lease for such Item or items;and(Ili) in either case, orre month's prior written notice of the cancellation,or any altora- all expenses, including legal fees, incurred in connection there- tion In the terms,of the policy.Lessee shall furnish to Lessor,upon with.Any excess net proceeds are to be retained by Lessor.Lessor r uest,evidence that such insurance coverage is In effect. may pursue any other remedy available at law or in equity,inciud- �. Sublease and Relocation of Equipment;No Assignment by ing,but not limited to,seeking damages,specific performance and Lessee.Upon Lessor's prior written consent,which will not be un- an injunction. reasonably withheld,Lessee may subletthe Equlprnentor relocate No right or remedy is exclusive of any other provided herein or It from the Equipment Location.No sublease or relocation shall re- permitted by law or equity. All such rights and remedies shall be lieve Lessees of its obligations under the Lease. In no event shall cumulative and may be enforced concurrently or individually from Lessee remove the Equipment from the United States and Puerto time to time. Rico.Lessee shall not assign,transfer or otherwise dispose of the 35. Ownership,Personal Property;Licensed Program Materials. Page 3 of 4 The Equipment under Lease Is and shall be the property of Lessor. Paragraph ti add at the end of the first paragraph,"Assignment Lessee shall have no right, title or Interest therein except as set of the option to purchase Installed Equipment at the net purchase forth In the Lease.The Equipment is,and shall at all times be and option price under an IBtd lease or rental agreement will bepermit- remaln,personal property and shall not become a fixture or realty. fed only when Lessee submits the Supplement in sufficient time Licensed program materials are licensed and provided by IBM di- to achieve the Intended Effective Date of Purchase.The Effective reetly to Lessee under the terms and conditions of the License Date of Purchase under this assignment shall be the later of the Agreement. first day of the Quotation Month or the day on which the Supple- 36. Notices; Administration. Service of all notices under the ment Is accepted by Lessor. If the Quotation Month expires and Lease shall be sufficient if delivered personally or mailed to Lessee the purchase of Equipment is not concluded,this assignment and at its address specified in the Supplement or to Lessor in care of Lease will be null and void regarding any such Equipment and all the IBM Branch Office specified in the Supplement.Notice by mail rights,duties and obligations of Lessee and IBM will remain In ac- shall be effective when deposited in the United States mail, duly cordance with the provisions of the IBM agreement under which the addressed and with postage prepaid. Notices,consents and ap- Equipment is currently Installed."; rovels from or by Lessor shall be given by Lessor or on its behalf Paragraphs 9 and 10—delete both paragrapphs;and " �y IBM and all payments shall be made to IBM until Lessor shall notify Paragraph 13 — replace entire paragraph with the following: Lessee otherwise. The Rent shall be based on the Lease Rate specified in the Sup- plement or such greater Lease Rate as may be specified by written 37. Revisions for Previously lnstalW Equipment.Equipment in- notice to Lessee more than three months before the Effective Date stalled with Lessee under an IBM lease or rental agreement may of Purchase.The Unit Purchase Price is subject to change in ac- be purchased by Lessor,an the Effective Date of Purchase(as do- cordance with the referenced Purchase Agreement.Lessee may fined in the Purchase Agreement),for lease to Lessee under Op- terminate the Lease for any item subject to an increase by giving tion G or G Prime.For such Equipment,the Lease shall be revised Lessor written notice on or before the Effective Date of Purchase.' as follows: 38. Applicable Law;Severability.Lessee's state laws shall gov- Paragrapphs 3, 15, 16 and 25—replace "Estimated Shipment ern the tease.If any provision of the Lease shall be held to be in- Date"by"Intended Effective Date of Purchase"and replace"de- valid or unenforceable, the validity and enforceability of the re- livery"and"Date of installation"by"Effective Date of Purchase"; maining provisions shall not in any way be affected or impaired. r Page 4 of 4