LEASE AGREEMENT LESSEE'S COPY
LEASE NO. 94496 EFFECTIVE DATE: July 15, 1996
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LESSOR: SUMMIT LEASING, INC.
X.X. Xxx 0
Xxxxxx, XX 00000-0000 (000) 000-0000
LESSEE(S): TELEVAR NORTHWEST, INC.
000 Xxxxxx Xx.
Xxxxxxxxx, XX 00000 (000) 000-0000
1.0 LEASED PROPERTY. Subject to the terms and conditions of this Lease
Agreement, Lessor hereby leases to Lessee(s) the following described
personal property hereinafter referred to as "leased property":
Various computer & telephone equipment per attached schedule "1"
2.0 TERM. The term of this lease shall be for a period of 36 months and 0
days commencing July 15, 1996 and terminating at 12:00 noon on July 15,
1999.
3.0 LOCATION OF LEASED PROPERTY. The leased Property shall be located and
based and the following location:
000 Xxxxxx Xx., Xxxxxxxxx, XX 00000
4.0 RENTAL. The rental for the leased property, not including applicable
sales tax or use tax (or comparable tax), hereinafter call "tax", shall be
payable as follows:
First and last months' rentals due July 15, 1996: $6,864.28
Due August 15, 1996, and upon or before the fifteenth
day of each month thereafter: $3,432.14
THIS LEASE IS SUBJECT TO THE TERMS AND CONDITIONS PRINTED HEREON AND ON THE
ACCOMPANYING PAGES, ALL OF WHICH ARE MADE A PART HEREOF AND WHICH LESSEE
ACKNOWLEDGES HAVING READ. THIS LEASE IS NOT BINDING UNTIL ACCEPTED BY
LESSOR.
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LESSOR: SUMMIT LEASING, INC.
By /s/
--------------------------------
LESSEE:
By /s/ Date: July 11, 1996
--------------------------------
(Signature of Corporate Officer)
4.1 LATE CHARGE: If the rental payments are not received within five
(5) days of the due date, a late charge shall be imposed, such amount being
five percent (5%) per month, or $5.00 whichever is greater. Late charges
shall be payable by Lessee upon demand and failure to pay the same shall
constitute an event of default under this Lease. The right of Lessor to
impose a late charge shall not be considered as a waiver of Lessor of the
right to insist upon strict performance of the terms of this lease.
5.0 TITLE - LESSEE'S INTEREST - PROTECTION OF LESSOR'S INTEREST. Title to
the leased property is now and shall remain at all times during the term of
this lease in the Lessor. It is understood that this agreement creates a
lease only of equipment and not a sale thereof, Lessee's rights hereunder
being only for the possession and use of the leased property in accordance
with the terms of this Lease Agreement. If requested by Lessor, Lessee
shall execute any and all documents deemed necessary to protect all of
Lessor's rights under this Lease Agreement and Lessor's ownership of the
leased property. Without limiting the generality of the foregoing, Lessee
agrees at Lessee's cost to xxxx, sign, tag or otherwise cause the leased
property to be identified as property of the Lessor. The marking,
identification, or signing shall be in such manner as reasonably required
by Lessor. Lessor reserves the right and is hereby granted authority to
enter Lessee's property for the purpose of marking, signing, tagging, or
otherwise identifying the leased property as being owned by Lessor.
6.0 SELECTION AND INSPECTION. It is understood that Lessee has requested
and selected the leased property and the supplier and/or vendor thereof,
that Lessee has either inspected the leased property or has had an
opportunity to inspect the leased property, and accepts the same in its
present condition. It is further agreed and understood that Lessor makes
and has made no representations, warranties or guarantees, except as
contained in this Lease, and specifically, that Lessor makes no express nor
implied warranties as to any matter whatsoever, including, without
limitation, the condition of the leased property, its merchantability, or
its fitness for any particular purpose. Lessee agrees and acknowledges that
it is the intent of both parties to this Lease that it qualify as a
statutory finance lease under Article 2A of the Uniform Commercial Code.
Lessee acknowledges and agrees that the Lessee has selected both (1) the
equipment; and (2) the supplier from whom the Lessor is to purchase the
equipment. Lessee acknowledges that the Lessor has not participated in any
way in the Lessee's selection of the equipment or of the supplier, and the
Lessor has not selected, manufactured or supplied the equipment. Lessee is
advised that it may have rights under the contract evidencing to the
Lessor's purchase of the equipment from the supplier
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chosen by the Lessee and that the Lessee should contact the supplier of the
equipment for a description of any such rights.
7.0 NON-ASSIGNABILITY BY LESSEE. Neither this Lease nor Lessee's rights
hereunder, including, but not limited to, the possession and use of the
leased property, shall be assignable by Lessee without the written consent
of Lessor. Further, Lessee shall not sublease nor transfer in whole or in
part the possession of the leased property without the written consent of
Lessor. It is understood that Lessee has no property rights in the leased
property, other than the right to use the same in accordance with the terms
of this agreement and Lessee shall not encumber the leased equipment by
either voluntary or involuntary lien, nor any rights under the terms of
this Lease Agreement.
8.0 MAINTENANCE, USE AND RETURN OF LEASED PROPERTY.
8.1 MAINTENANCE AND USE. Lessee shall maintain the leased property in
a good and safe operating condition and working order, using as a guide the
maintenance program prescribed in the owner's manual if any , for each item
or leased property, and shall perform, all preventive maintenance
reasonably required, including but not limited to, such preventive
maintenance required to insure full validation of a manufacturer's
warranty, if any, on the leased property. In addition, Lessee shall repair
and provide replacement parts necessary to keep the leased property in a
good and safe operating condition and working order. All replacement parts,
as required hereunder, shall immediately become the property of Lessor. It
is understood that this is a net lease and Lessor assumes no obligation
whatsoever for the maintenance, repair or replacement of the leased
property or any portion thereof.
8.2 RETURN OF LEASED PROPERTY. When the leased property is returned to
the Lessor, at the expiration of the term of this lease, or as otherwise
provided for under the terms hereof, then the same shall be returned in the
same condition as when the leased property was delivered to Lessee under
the terms of this Lease, ordinary depreciation for normal use excepted.
Unless otherwise agreed in writing, Lessee shall be responsible for
returning, at Lessee's expense, the leased property to such location in
Yakima County, State of Washington, or at such other location as may be
designated by Lessor. In the event the leased property is not returned in
such condition and state of repair, the costs incurred in replacing the
same in such condition and repair shall be paid by Lessee to Lessor, upon
demand. WARNING: FAILURE TO PROMPTLY RETURN THE LEASED PROPERTY MAY RESULT
IN CRIMINAL PROSECUTION.
9.0 RISK OF LOSS - INSURANCE - INDEMNITY - LIABILITY INSURANCE.
----------------------------------------------------------
9.1 RISK OF LOSS. Lessee hereby assumes and shall bear the entire risk
of loss and damage to the leased property from any cause whatsoever and
regardless of whether the loss is insured.
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9.2 PROPERTY INSURANCE. During the term of this Lease, Lessee shall
cause the leased property to be insured against all perils normally and
customarily insured against with an insurer acceptable to Lessor, the
equipment to be scheduled on Lessee's policy in the amount of the full
insurable value of the leased property. Lessor shall be named as an insurer
and/or loss payee under the said policy or policies to the extent of
Lessor's interest. A certificate of insurance providing for thirty (30)
days' notice of cancellation to Lessor shall be furnished by the insurer or
insurers. The proceeds of such insurance payable as a result of loss or
damage to any or all of the leased property shall be applied at the option
of Lessor as follows:
(A) Toward the replacement, restoration or repair of the leased
property which may lost, stolen, destroyed or damaged; or,
(B) Toward the payment of any obligations of Lessee hereunder or
arising out of Lessee's use and possession of the leased property. Lessee
hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to make
claim for, receive payment of and execute and endorse all documents, checks
or drafts received in payment for such loss or damage under such insurance
policy or policies.
9.3 INDEMNITY - LIABILITY INSURANCE. Lessee covenants and agrees to
indemnify and hold harmless Lessor against liability of any kind of nature,
including, but not limited to, the liability arising under any statute,
ordinance or regulation in connection with the use of the leased property,
and against liability from any claim for personal injury, death or property
damage to any person or party whatsoever, including Lessee, by reason of
the transportation, installation, use or operation of the leased property,
or the condition of the leased property. To insure such indemnification and
hold harmless agreement, Lessee shall obtain and maintain in good standing
at all times during the term of this lease liability insurance in the
amount of $500,000.00 ($750,000.00 for rolling stock), or more, with Lessor
named as an additional insured under such policy or policies. For the
purpose of this paragraph, "rolling stock" shall mean any leased property
licensed for operation on public roads. Lessee should provide Lessor with a
certificate showing such insurance in effect during the term hereof, and
thirty (30) days' notice of cancellation shall be required to be given to
Lessor. Such policy shall be issued by an insurance company acceptable to
Lessor.
9.4 FAILURE TO INSURE OR PAY FOR INSURANCE. In addition to any other
remedies available hereunder, in the event Lessee fails to provide or
maintain any insurance required by this Agreement, Lessor may obtain the
same at Lessee's expense and Lessee shall reimburse Lessor for all of
Lessor's costs so incurred.
10.0 USE - OPERATION ACCORDING TO LAW. Lessee shall comply with all
applicable statutes, ordinances and regulations with respect to the use,
operation and/or condition of the leased property. No leased equipment
shall be used contrary to the provisions of any applicable insurance policy
covering said leased property, and the Lessee shall immediately indemnify
and hold Lessor harmless from any and all fines, forfeitures,
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damages or penalties resulting from the violation of any laws, ordinances,
rules or regulations.
11.0 ABATEMENT. This lease is irrevocable for the full term hereof and for
the aggregate lease payments herein reserved, and the lease payments shall
not xxxxx by reason of termination of Lessee's right of possession and/or
the taking of possession by Lessor or for any other reason.
12.0 PERMITS, BONDS, LICENSES AND TAXES. If required, because of Lessee's
use and/or possession of the leased property, Lessee shall obtain and
provide all necessary permits, bonds, and licenses required or necessary
for the installation, use operation and/or transportation of the leased
property. Lessee shall pay, as the same shall become due and payable, all
taxes, fees, or other governmental charges levied against the leased
property by reason of its use or ownership by any governmental entity or
agency. In addition, within thirty (30) days following the date on which
such tax, fee, or other charge becomes due and payable, Lessee shall
deliver to Lessor written proof of payment thereof, upon request by Lessor.
In the event Lessee shall fail or refuse to pay any such tax, fee or other
governmental charge, Lessor shall have the right to pay the same and Lessee
shall reimburse Lessor on demand for all sums so paid by Lessor. Personal
property taxes shall be paid by..... (AGREEMENT LEFT OFF HERE)
Page 2 Initial /s/ PLEASE TURN THIS PAGE OVER AND INITIAL THE OTHER SIDE
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SCHEDULE "1"
LESSEE: TELEVAR NORTHWEST, INC.
Lease No. 94496
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QTY. DESCRIPTION S/N
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Vendor: ComputerLand
------------
Invoice Number: 10075
1 486DX2/66 420MB/8MB/1.44/DWM 111369
Fujitsu 101 Keyboard
Microsoft Serial Mouse
8MB F/APM/Prolinea/HP
Invoice Number: 100073
1 APM 486/66 W/8MB 111303
1 APM 486/66 W/16MB 111305
2 KFC 15" .28NI
2 Fujitsu 101 Keyboard
2 Microsoft Serial Mouse
1 8MB F/APM/Prolinea/HP
Invoice Number: 100080
Various Telephone Accessories
(coax cables, jacks, brackets, etc.)
Invoice Number: 100083
1 Replay Plus 4 Port Expander BH167530
Invoice Number: 100082
1 LT15 Update Equipment
2 Bay2 Floppy Disk Drives
1 12 Circuit ONS Card/SX200D
1 Active Voice Replay Plus MSX425B-0040
Summit Leasing, Inc.
X.X. Xxx 0, Xxxxxx, XX 00000 Initial /s/
6
SCHEDULE "1" CONT.
Lease No. 94496
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QTY. DESCRIPTION S/N
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Vendor: NCA, Incorporated
-----------------
Invoice Number: CNW153
1 Xxxxxxxxxx Comm Server, 20 Ports 1B02772
1 Xxxxxxxxxx Internetwork Router 1E1478
20 US Robotics Courier V.34 v. Everything 3496144 3635782
3635829 3635942
3594233 3594599
3594904 3798598
3841143 3947845
3947878 3947908
3986395 4184829
4185016 4394217
4920347 4920337
4920104 4920310
16 RS232 Cable N/A
1 AdTran 56/64k DSU 600B4926
Invoice Number: CNW184
1 3 Sync Port Expansion 1E20631
1 AdTran 56/64k DSU 611A4984
10 US Robotics Courier V.34 v. Everything 43762382 44056353
44056365 44056370
44056211 44056359
44056369 44056371
44056373 44056371
Invoice Number: CNW185
1 Xxxxxxxxxx V.35 Cable, Six Foot N/A
Summit Leasing, Inc.
X.X. Xxx 0, Xxxxxx, XX 00000 Initial /s/
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SCHEDULE "1" CONT.
Lease No. 94496
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QTY. DESCRIPTION S/N
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Vendor: NCA, Incorporated
-----------------
Invoice Number: CNW152
1 AdTran 56/64k DSU 611A4984
Invoice Number: CNW140
1 Xxxxxxxxxx Internetwork Router 1E01363
w/One High Speed Port
Invoice Number: CNW139
1 US Robotics Total Control HUB 12322
4 US Robotics Quad V.34 Modern Set 306CVSO 306CVJU
306CVKA 306CVS1
1 Xxxxxxxxxx Comm Server 20 Ports 1B02596
12 DB25P to DB25P Ten Foot N/A
Invoice Number: CNW118
1 Cray 56/64 675411
Invoice Number: 1965
1 Xxxxxxxxxx V.35 Cable, Six Foot N/A
Invoice Number: 1960
1 Xxxxxxxxxx Portmaster Comm. Server 1B02576
00 Xxxxx
0 Xxxxxxxxxx Xxxxxxxxxxxx Xxxxxx 0X0000
1 AdTran TSU T1/FT1 CSU/DSU 601B2442
30 US Robotics Courier V.34 V. Everything 44056382 44056381
44056407 44056408
44056409 44056410
Summit Leasing, Inc.
X.X. Xxx 0, Xxxxxx, XX 00000 Initial /s/
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SCHEDULE "1" CONT.
Lease No. 94496
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QTY. DESCRIPTION S/N
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Vendor: NCA, Incorporated
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44056417 44056418
44056457 44056542
44056565 44156542
44118892 44118894
44118897 44118931
44118934 44118939
44118942 44118945
44118947 44118950
44118951 44118952
44118956 44118959
44118963 44119868
44118973 44118992
30 DB25P to DB25P Ten Foot N/A
Invoice Number: 1941
20 Microcom DeskPorte 28.8P A49150578 A4915079
A4915102 A4915103
A4915104 A4915105
A4915107 A4915108
A4915109 A4915110
A4915112 A4915113
A4915114 A4915115
A4915116 A4915117
A4915118 A4915120
A4915121
Vendor: Capella Worldwide Networking, Inc.
----------------------------------
Invoice Number: 0019506-IN
2 PM Router w/1 Hg Speed Port 1E00533
1E00762
1 PM2 Exp. Server, 10 Ser Ports 1B00229
Summit Leasing, Inc.
X.X. Xxx 0, Xxxxxx, XX 00000 Initial /s/
9
SCHEDULE "1" CONT.
Lease No. 94496
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QTY. DESCRIPTION S/N
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Vendor: Capella Worldwide Networking, Inc.
----------------------------------
Invoice Number: 0019507-IN
1 PM Router w/1 Hg Speed Port 1E00608
1 PM2 Exp. Server, 10 Ser Ports 1B0526
1 AdTran TSU 544A4916
Invoice Number: 0019508-IN
5 DeskPorte 28.8P V.34 C5157946 C5157947
C5159151 C5159152
C5157948
Invoice Number: 0019509-IN
30 Cable, Male to Male
1 PM2, Exp. Server, 30 Ser. Ports 1B03225
1 PM Router w/1 Hg Speed Port 1E00356
Invoice Number: 0019515-IN
2 10 Serial Port Exp. S20-S29
1 AdTran DSU 56/64 546A7046
Invoice Number: 0019538-IN
5 Cable, Male to Male
Invoice Number: 0019968-IN
10 Serial Port Exp.
Invoice Number: 0019969-IN
10 Serial Port Exp.
Summit Leasing, Inc.
X.X. Xxx 0, Xxxxxx, XX 00000 Initial /s/
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OPTION TO PURCHASE
LEASE NO. 94496
LESSOR: SUMMIT LEASING, INC.
LESSEE: TELEVAR NORTHWEST, INC.
In the event Lessee(s) has fully performed all covenants, conditions,
provisions and agreements herein required of Lessee(s), and provided
Lessee(s) is not in default in the performance of any other obligation of
Lessor, the Lessee(s) is granted the option of purchasing the leased
property at the expiration of the term of this lease for the sum of
$4,883.52 plus any applicable state sales and/or use tax. This purchase
price is the closest approximation the parties can now make of the
reasonable market value of the leased property at the expiration of the
term of this lease. Unless otherwise agreed to in writing by the lessor and
lessee(s), such sale shall be for cash to be paid on or before the
expiration date of the term of this lease. No rental payments shall be
considered as a credit of any kind or nature towards the payment of the
purchase option price as set forth herein.
This document supersedes any prior Option to Purchase previously
granted with regard to the referenced lease.
DATED this 11 day of July, 1996.
LESSOR:
SUMMIT LEASING, INC.
By: /s/
-------------------------------
LESSEE:
TELEVAR NORTHWEST, INC.
By: /s/
-------------------------------
(Signature of Corporate Officer)
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