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HomeMy WebLinkAboutR-1990-D5698 Copy Center• • • • • RESOLUTION NO. A RESOLUTION authorizing the lease purchase of one Kodak Ektaprint 235S Copier -Duplicator from Eastman Kodak Credit Corporation and surplusing two City copy machines. WHEREAS, the City of Yakima desires to acquire a high- speed copy machine for the City print shop; and WHEREAS, the City has followed proper bidding procedures for such purchase; and WHEREAS, the bid of Eastman Kodak Credit Corporation for the Kodak Ektaprint 235S Copier -Duplicator is deemed to be the lowest and best bid for said high-speed copy machine; and WHEREAS, the City of Yakima desires to purchase said equipment on a five-year lease purchase plan; and WHEREAS, the City of Yakima currently owns an IBM Copier II and an IBM Copier III for which it has no foreseeable need and which can be applied toward the purchase price of the aforementioned Kodak Ektaprint 235S Copier -Duplicator; now, therefore, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF YAKIMA: Section 1: The aforementioned IBM Copier II and IBM Copier III are hereby declared to be surplus to the needs of the City of Yakima. Section 2: The City Manager and the City Clerk are hereby authorized and directed to execute the attached and incorporated "Equipment Lease -Purchase Agreement," including its addendum, with Eastman Kodak Credit Corporation for the total price of $47,355.46 which includes the value of the two IBM copy machines, mentioned in the previous paragraph, which (res\kodak) are to be applied in trade to the purchase price of said copier -duplicator. ADOPTED BY THE CITY COUNCIL this 1990. ATTEST: City Clerk (res\kodak) day of \10 -2 Mayor • • City of Yakima Memorandum Date January 18,1990 To: Honorable Mayor & Members of the City Council Dick 7ais, City Manager From: John Hanson, Director of Finance & Budget Rick Pettyjohn, Information Systems Manager Subject Print Shop Reorganization High Speed Copy Machine Acquisition Reference: City Council Agenda Item 10, July 18, 1989 Report from Information Systems re: Study of Photo Copy Needs Background During the meeting of July 18, 1989, Information Systems presented a report to the City Council proposing a redirection of the City's Print Shop operation. This redirection included a change of Print Shop equipment to better fit the publishing and printing needs of the City while also saving the City more than $100,000 over a ten year period. The City Council approved the Print Shop changes. However, as staff suggested, final action on the the key piece of equipment that makes these savings possible was deferred until bids were received and the best financing method determined. That key piece of equipment is a high speed copier to replace the offset press currently in the Print Shop. Information Systems has completed the bid process and selected a copy machine. This report and the attached Appropriation Ordinance are part of the financial and legal "housekeeping" requirements necessary to conclude the acquisition process. The second reading of the Appropriation Ordinance and final legislation will be presented during the City Council meeting on February 13, 1990 for your consideration. Equipment Selection The City received bids on four copy machines from Eastman Kodak Company and on two copy machines from Xerox. Both companies included three basic purchase options in their bids. They are 1) direct purchase, 2) lease / purchase, and 3) run -length pricing. V'e analyzed all of these options for each machine by calculating monthly paymsnt and operating cost cash flows over Page 1 a five year life cycle. A net present value was then calculated for each machine / purchase -option combination. The most cost effective combination for a machine that meets the minimum bid specifications is to lease / purchase the Kodak 235S copier. Therefore, we recommend that the City purchase the Eastman Kodak Ektaprint 235S Copier Duplicator using the Kodak 5 -year lease/purchase plan. 1990 Budget Supplemental Appropriation On page 16 of the July 18, 1989 report to council,, we stated that once the high speed copier was selected and the funding alternatives analyzed, we would return to the City Council with the funding request. We had originally anticipated returning by the end of 1989. However, due to the busy fall schedule, the bids were not received until December 27,119. The 1990 Information Systems / Print Shop budget was prepared in anticipation of leasing the high speed copier and includes sufficient funds for lease payments, maintenance and operation. However, because of Generally Accepted Accounting Principles (GAAP) accounting requirements, it is necessary to appropriate the total capital cost of the new copy machine in the 1990 budget. This appropriation is simply a bookkeeping entry and is offset by a lease revenue entry and a sale -of -assets revenue entry of the same amount for a net effect of no increase in expenditures over available resource levels. We recommend that the City Council pass the attached Appropriation Ordinance for $47,356.00 at the second reading scheduled for February 13,1990. Equipment Surplus The Kodak bid includes a trade-in credit for two old IBM Copier IIs. Neither of these machines is in current use. Kodak has allowed a trade-in value of $6,500 for the two machines. This far exceeds their market value. In order for Information Systems to trade-in the IBM copy machines, the City Council must declare them as surplus. An appropriate Surplus Resolution will be included with the second reading of the Appropriation Ordinance on February 13,1990. Lease / Purchase Contract Authorization Since the Lease/Purchase Agreement is a contractual obligation upon the the City, it requires City Council approval. We recommend that the City use the standard Kodak lease/purchase agreement because it provides the most flexibility for any equipment changes that may be beneficial to the City in the future. Upon acceptance of this report, the staff will solicit the lease/purchase agreement from Kodak and prepare a resolution directing the City Manager to enter into the agreement. The reso,.ution will be presented to the City Council for consideration on February 13, 1990. Page 2 • 4111 • • Staff Actions Upon Report Acceptance • 1) Solicit 5 -year Lease/Purchase agreement from Eastman Kodak 2) Prepare Surplus Resolution to allow for trade-in of IBM Copiers 3) Prepare Resolution to allow the City to enter into the Lease Purchase agreement with Eastman Kodak. • • 4) Return to City Council on February 13, 1990 with a) Second Reading of Appropriation Ordinance, b) Surplus Resolution, and c) Lease/Purchase Resolution. Staff Recommendation 1) Accept Report; 2) Read Appropriation Ordinance title only at the January 23. 1990 meeting. Pass the Appropriation Ordinance following the second reading at the February 13, 1990 meeting. Page 3 LEASE CONTROL G .� 0 3739 EASTMAN KODAK ,;EDIT CORPORATION STATE and LOCAL GOVERNMENT EQUIPMENT LEASE -PURCHASE AGREEMENT LESSOR: Eastman Kodak Credit Corporation (herein called "Lessor") ADDRESS: 343 State Street Rochester, New York 14650 11 LESSEE NAME (Full Legal Name) CITY OF YAKIMA EKG£ CUSTOMER Nc . ADDRESS 129 North 2nd Street EK SHIP TO CUSTOMER NO. CITY Yakima COUNTY Yakima STATE WA ZIP CODE 98901 PURCH. ORDER NO. PERSON TO CONTACT Jean Reid TITLE Purchasing Agent AREA CODE 509 PHONE NO. 575-6094 EXTENSION BILLING ADDRESS (if different from above) CITY OF YAKIMA ATTENTION Information Systems Manage/ CITY Yakima COUNTY Yakima STATE WA ZIP CODE 98901 EQUIPMENT LOCATION. (SPECIFY) E PRIMARY ADDRESS • BILLING ADDRESS • OTHER . QUANTITY EQUIPMENT DESCRIPTION (or reference sale number(s)) 1 ea Ektaprint 235S LEASE TERM LEASE PAYMENT ADVANCE LEASE PAYMENT 60 60payments (payable ATTACH of $ 785.22 each First lease payment of shall be delivered to Lessor Agreement. $ months _c] monthly TAX EXEMPT at time of signing this • quarterly) CERTIFICATE LEASE COMMENCEMENT DATE ATTACH ORIGINAL PURCHASE ORDER ADDITIONAL DATA: _Payment in arrears $1 Buyout Total Price of $47,355.46 TERMS AND CONDITIONS 1. LEASE. Lessor agrees to lease to Lessee, and Lessee agrees to lease from Lessor, subject to the terms and conditions of this Equipment Lease -Purchase Agreement (the "Agreement"), the equipment described above (the "Equipment") . 2. TERM. This Agreement will become effective when executed by both Lessor and Lessee. The lease term ("Lease Term") will commence on the date the Equipment is delivered and installed ("Lease Commencement Date") and, unless earlier terminated as expressly provided for in this Agreement, will continue thereafter for the full number of calendar months set forth above. Lessee authorizes Lessor to insert the Lease Commence- ment Date in the blank space provided above. 3. RENT. (a) Lessee agrees to pay Lessor aggregate rent for the Lease Term equal to the sum of all rental pay- ments, including the interest portion, set forth in the attached Payment Schedule ("Rent") . Payments of Rent shall commence on the Lease Commencement Date and shall continue on the same day of each consecutive month or quarter thereafter, as set forth in the Payment Schedule. Any payment of Rent and any other sums payable hereunder which remain overdue for more than ten days shall bear interest at the highest lawful rate from the due date. All payrnents provided for herein shall be payable without notice or demand at the office of Lessor at 343 State Street, Rochester, New York 14650, or at any other place designated by Lessor. Except as k7d008 expressly provided in Section ielow, all payments of Rent shall be olute and unconditional in all events and will not be subject to any abatement, reduction, setoff, defense or counterclaim for any reason whatsoever. (b) Lessee reasonably believes that funds can be obtained in amounts sufficient to make all Rent payments during the Lease Term and hereby covenants that it will do all things lawfully within its poiVErr to obtain, maintain and properly request and pursue funds from which Rent payments may be made, including making provisions for such payments to the extent necessary in each budget submitted to its governing body for the purpose of obtaining funding, using its best efforts to have such portion of the budget approved, and exhausting all avail- able administrative reviews and appeals in the event such portion of the budget is not approved. Lessee intends to make Rent payments for the full Lease Term if funds are legally available for that purpose. Lessee represents that the use of the Equipment is essential to Lessee's proper, efficient and economic operation. 4. DELIVERY AND INSTALLATION. Lessor will cause the Equipment to be delivered to Lessee at the location specified above. Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery and installation of the Equipment. 5. NONAPPROPRIATION OF FUNDS. (a) In the event that no funds or insufficient funds are appropriated by Lessee's governing body or are otherwise legally available by any means whatsoever in any fiscal period for the payment of Rent due under this Agreement during such fiscal period, this Agreement shall terminate on the last day of the fiscal period for which appropriations were received, without penalty or expense to Lessee of any kind whatsoever, except with respect to portions of the Rent for which funds shall have been appropriated or are otherwise legally available. Lessee shall notify Lessor of nonappropriation within ten days of its occurrence. In the event of termination for nonappropriation, Lessee shall, at its expense, immediately return the Equipment to Lessor at the nearest Kodak Regional Distribution Center. (b) Notwithstanding the foregoing, Lessee shall not cancel this Agreement pursuant to this Section 5 if any funds are appropriated to it, or by it, for the acquisition, retention, or operation of the Equipment or other equipment performing functions similar to the Equipment for the fiscal period in which the termination occurs or the next succeeding fiscal period thereafter Furthermore, Lessee will not during the Lease Term give priority in the application of funds to any other functionally similar equipment. This Section 5 will not be con- strued to permit Lessee to terminate this Agreement for the purpose, directly or indirectly, of replacing the Equipment with any other equipment, services or contractual arrangements which will perform substantially the same function as performed by the Equipment. 6. DISCLAIMER OF WARRANTIES. Lessee acknowledges that Eastman Kodak Company ("Kodak") and Les- sor are separate entities and that neither Lessor nor Kodak acts or has acted as an agent for the other. No representation or promise made by Kodak will be deemed made by or binding upon Lessor. LESSOR HAS NOT MADE AND DOES NOT NOW MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EX- PRESS OR IMPLIED, WITH RESPECT TO ANY MATTER WHATSOEVER, INCLUDING BUT NOT LIMITED TO THE DESIGN, OPERATION OR CONDITION OF THE EQUIPMENT OR THE MERCHANTABILITY OR FITNESS OF THE EQUIPMENT FOR A PARTICULAR PURPOSE. LESSOR WILL HAVE NO LIABILITY TO LESSEE OR THIRD PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND OR NATURE ARISING OUT OF THIS AGREEMENT OR IN CONNECTION WITH THE EQUIPMENT. Lessor assigns to Lessee, for the Lease Term, all of Kodak's standard warranties with respect to the Equipment and author- izes Lessee to obtain, at Lessee's expense, the customary services furnished in connection with those warran- ties. 7. LESSEE'S REPRESENTATIONS. Lessee represents, covenants and warrants that: (a) Lessee is a state or fully constituted political subdivision or agency thereof; (b) the execution, delivery and performance by Lessee of this Agreement have been duly authorized by all necessary acts on the part of Lessee; (c) this Agreement constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms; (d) Lessee will do or cause to be done all things necessary to preserve and keep the Agreement in full force and effect; (e) Lessee has complied with all bidding requirements where necessary and by due notification presented this Agreement for approval and adoption as a valid obligation on its part; (f) Lessee has sufficient appropriations or other funds available to pay all amounts due hereunder for the current fiscal period; (g) Lessee will comply with the information reporting requirements of Section 149(e) of the Internal Revenue Code of 1986, as the same may be amended from time to time (the "Code"), such compliance to include but not be limited to the execution of information statements requested by Lessor; (h) Lessee will not do, cause to be done or fail to do any act which will cause the Agreement to be an arbitrage bond within the meaning of Section 148(a) of the Code; (i) Lessee will not do, cause to be done or fail to do any act which will cause this Agreement to be a private activity bond within the meaning of Section 141 (a) of the Code; (j) Lessee will not do, cause to be done or fail to do any act which will cause any interest derived under this Agreement to be or become subject to federal income taxation under the Code; and (k) Lessee will be the only entity to own, use and operate the Equipment during the Lease Term. 8. TITLE. On the Lease Commencement Date, and subject to the terms and conditions of this Agreement, title to the Equipment will vest in Lessee. Upon the occurrence of any of the following events, title to the Equipment will automatically revert to Lessor without any action by Lessee: (a) the termination of this Agree- ment prior to the end of the full Lease Term as a result of the nonappropriation of funds or for any other reason whatsoever; (b) the occurrence of an Event of Default as defined in Section 20; or (c) Lessee's failure to exercise its purchase option on or prior to the end of the Lease Term. 9. SECURITY INTEREST. Lessee grants to Lessor a first and prior security interest in any and all right, title and interest of Lessee in the Equipment and in all additions, attachments, accessions and substitutions thereto, and in any proceeds therefrom. Lessee agrees that this Agreement may be filed as a financing statement evidencing Lessor's sr ^urity interest and agrees to execute anr' deliver all financing statements, certificates of title, and other int -rents necessary or appropriate to evin Je or perfect Lessor's security interest. 10. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the real estate on which it may be located. If requested by Lessor, Lessee shall, at Lessee's expense, furnish a landlord or mortgagee waiver with respect to the Equipment. 11. USE AND REPAIRS. Lessee will operate and maintain the Equipment as specified by the manufacturer, in accordance with all applicable laws, ordinances, insurance policies, and regulations, and for governmental purposes only. All operating and maintenance costs with respect to the Equipment will be borne by Lessee. Lessee, at its own cost and expense, will keep the Equipment in good repair, condition and working order and will furnish all required parts and servicing. 12. ALTERATIONS. Lessee will not, without Lessor's prior written consent, affix or install any accessory, equipment or device on any Equipment unless it may be readily removed without damage to the Equipment. 13. LOCATION AND INSPECTION. Lessee will not permit the Equipment to be removed from the location specified above without Lessor's prior written consent, not to be unreasonably withheld. Lessor will have the right from time to time during normal business hours to enter upon Lessee's premises or elsewhere for the purpose of confirming the existence, condition or proper maintenance of the Equipment. 14. RISK OF LOSS. Lessee will bear all risk of loss, damage to or destruction of the Equipment. If any item of Equipment is lost, stolen, destroyed or damaged beyond repair for any reason, Lessee will promptly notify Lessor and, at Lessor's option, either: (a) replace the Equipment with like equipment in good repair; or (b) pay to Lessor, on the next Rent payment date, all amounts then owed by Lessee to Lessor under this Agree- ment, including the Rent payment due on such date, plus an amount equal to the applicable Concluding Payment set forth in the Payment Schedule. In the event that Lessee is obligated to make such payment with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Rent payment and the Concluding Payment allocable to the Equipment which has suffered the event of loss. Lessor will also provide a revised Payment Schedule setting forth the Rent payments and Concluding Payments for the remainder of the Lease Term. 15. INSURANCE. Lessee shall, at its expense, maintain at all times during the Lease Term, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor. Alternatively, with Lessor's prior written consent, Lessee may self -insure against any such risks. In no event will the insurance limits be less than the amount of the then applicable Concluding Payment with respect to the Equipment. Each insurance policy shall name Lessor as an additional insured or loss payee and shall provide that Lessor shall be notified of any proposed cancellation of such policy thirty days prior to the date set for cancellation. The proceeds of the policies shall be payable to Lessee and Lessor as their interests may appear under the terms and conditions of this Agreement. Upon request, Lessee will furnish to Lessor a certificate of insurance or other evidence satisfactory to Lessor that adequate insurance coverage on the Equipment is in effect. If Lessee has been permitted to self -insure, Lessee shall, upon request, furnish Lessor with a letter or certificate to that effect. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all relevant information and documentation. 16. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all liens and encumbrances except those created under this Agreement. Lessee shall comply with all laws, regulations and orders relating to, and shall pay promptly to Lessor upon demand, all taxes (including personal property taxes), license and registra- tion fees, and all other governmental charges imposed on the ownership, leasing, sale, possession or use of the Equipment or the Rent paid by Lessee (other than taxes based on Lessor's net income) , together with any fines, penalties or interest thereon. If Lessee fails to pay any fees, taxes or other lawful charges when due, Lessor shall have the right but not the obligation to pay such charges and to declare the same immediately due and payable from Lessee to Lessor. Notwithstanding the foregoing, any fines, penalties or interest imposed on late payments when payment was timely made by Lessee to Lessor shall be borne by Lessor. 17. INDEMNIFICATION. Lessee agrees, to the extent permitted by law, to indemnify and hold Lessor harmless from and against any and all claims, liabilities, damages, and expenses, including reasonable legal fees, relating to the use, operation, ownership, or possession of the Equipment, including claims for property dam- age, personal injury, or wrongful death. 18. PURCHASE OPTION. Provided that no Event of Default has occurred and is continuing, Lessee will have the option, exercisable upon thirty days prior written notice from Lessee to Lessor, to purchase the Equipment on any Rent payment date by paying to Lessor, on such date, the Rent payment then due together with the applicable Concluding Payment set forth in the Payment Schedule. Upon payment of such amounts, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee on an "as is," "where is" basis, without any warranty, express or implied, except that the Equipment shall be free and clear of any liens created by or through Lessor. 19. PROHIBITION AGAINST ASSIGNMENTS. Without Lessor's prior written consent, Lessee shall not assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of or encumber its interest in this Agreement or the Equipment, or sublet the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor shall not assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of or encumber any or all of its right, title and interest in and to this Agreement or the Equipment. Any assignment of Lessor's right, title and interest in and to this Agreement or the Equipment shall be null and void and of no force or effect. Lessee shall maintain a registration record in accordance with Section 149(a) of the Code. 20. EVENTS OF DEFAULT. Any of the following events shall constitute an event of default ("Event of Default") hereunder: (a) Lessee's failure to pay any installment of Rent or any other payment required hereunder within ten days after the due date; (b) Lessee's failure to perform or observe any other covenant, condition or obligation to be performed or observed hereunder, or breach of any representation set forth herein or in any other document furnished to Lessor in connection herewith, and such failure or breach continues unremedied for a period of thirty days after written notice thereof from Lessor: (c) Lessor's discovery that any statement, representation, or warranty made by Lessee in this Agreement or in any other document I57Lessee in connec- tion herewith is false, misleading or erroneous in any material respect; or (d) the institution of proceedings under any bankruptcy, insolvency, reorganization or similar legislation, by or against Lessee, or the appoint- ment of a receiver or similar officer for Lessee or any of its property, and such proceedings or appointments are not vacated or fully stayed within twenty days after the institution or occurrence thereof. 21. REMEDIES. Upon the occurrence of an Event of Default, Lessor may, at its option, exercise any one or more of the following remedies: (a) upon written notice to Lessee, terminate this Agreement; (b) upon written notice to Lessee, declare all sums due and to become due under this Agreement for the fiscal year in which the Event of Default occurs to be immediately due and payable; (c) demand that Lessee return the Equipment to Lessor in accordance with Section 5 hereof; (d) upon notice to Lessee, enter upon the premises where the Equipment is located and take immediate possession of and remove the same; (e) sell, lease or otherwise dispose of any or all of the Equipment, all free and clear of any rights of Lessee; (f) proceed by appropriate court action to enforce the terms hereof or to recover damages for the breach hereof or to rescind this Agreement with respect to any or all Equipment; or (g) exercise any other available and lawful right or remedy. Lessee will be liable for all legal fees and other costs and expenses incurred by Lessor in connection with an Event of Default or the exercise of Lessor's remedies hereunder. In the event Lessor sells, leases or otherwise disposes of Equipment pursuant to this section, the proceeds of such sale, lease or other disposition, net of all legal fees and other costs and expenses incurred in connection therewith, shall be applied toward the reduc- tion of Lessor's damages. 22. NOTICES. All notices to be given under this Agreement shall be made in writing and delivered in person or mailed by certified or registered United States mail, return receipt requested, to the other party at the address set forth above or to such other addresses that the parties may specify in writing from time to time. Any such notice shall be deemed to have been received when delivered, if delivered in person, or five days subsequent to mailing. 23. FURTHER ASSURANCES. Lessee will promptly execute and deliver to Lessor, upon Lessor's request, any further documents which are reasonably necessary to carry out the intent and purpose of this Agreement. 24. EFFECT OF WAIVER. Lessor's failure to exercise or delay in exercising any right, power or privilege will not operate as a waiver thereof, nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. Any waiver, permit, consent, or approval of any kind or character on the part of Lessor must be in writing specifically set forth and signed by Lessor. 25. GOVERNING LAW. This Agreement shall be construed in accordance with and governed 'by the laws of the state in which the Equipment is located. 26. MISCELLANEOUS. This Agreement constitutes the entire agreement between Lessor and Lessee with respect to the lease of the Equipment and may not be amended except with the written consent of Lessor and Lessee. Any provision of this Agreement which is found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remaining provisions. The captions contained in this Agree- ment are for convenience only and do not define or limit any of the terms and conditions. IN WITNESS WHEREOF, Lessor and Lessee have executed this Agreement as of the day of , 19 FOR.'EKCC: USE:. LESSOR:: EASTMAN KODASC pREDIr CORPORAT10 By: Name: Title:: LESSEE: (Full Leal Name) CM CITY OF YAKIMA Signature: X4‘\-- Name: ‘\VName: (Print) Richard A Zais, Jr. Title: (Print) City Manager Date• 2/28/90 Attest: kaiLe„,e ,.A /' City Clerk OPINION OF COUNSEL City Contract 90-9 D-5698 With respect to the Equipment Lease -Purchase Agreement, dated as of by and between Eastman Kodak Credit Corporation and Lessee (the "Agreement"), I am of the opinion that: (i) Lessee is a state or fully constituted political subdivision or agency thereof under Section 103 of the Internal Revenue Code; (ii) the execution, delivery and performance of the Agreement by Lessee have been duly authorized by all necessary action on the part of Lessee; (iii) the Agreement constitutes a legal, valid and binding obligation of Lessee enforceable in accordance with its terms; and (iv) the authorization, approval, and execution of the Agreement and all other proceedings of Lessee related to the transaction contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws, and all other applicable state laws. Attnrno , fnr I PCCPP ADDENDUM This Addendum, dated as of the day of 1990, amends Equipment Lease -Purchase Agreement No. G0,53793 (the "Agreement") entered into by and between Eastman Kodak Credit Corporation as Lessor and City of Yakima as Lessee. The terms and conditions of this Addendum are incorporated by reference into and made a part of the Agreement. Capitalized terms used in this Addendum and not otherwise defined shall have the meanings ascribed to them in the Agreement. The Agreement is amended as follows: 1. Insurance. Section 15 of the Agreement is amended by adding the following language at the end: "Lessee has been given permission to self -insure." 2. Purchase Option. Section 18 of the Agreement is amended by adding the following language at the end: "If not exercised sooner, Lessee's purchase option shall be deemed to have been exercised upon Lessor's receipt of Lessee's final payment of the Lease Term." EASTMAN KODAK CREDIT CORPORATION By: Li rl ' W LC 5 (,'h'Z- Name: RVP\t0 Vjlitit() Title: 110J1'Lf I RUG nk,ikY'd IT 0_ CITY OF YAKIMA By: Name:��c' har cr iS y Title: C>il Orkulty- City Contract No. Q0--9' Resolution No. D-5698 Equipment Lease -Purchase Agreeme; 3003739 Lessor: Imaging Financial Services, Inc. d/b/a EKCC (formerly Eastman Kodak Credit Corporation) Lessee: Name: City of Yakima Address: 129 North 2nd Street Yakima, WA 98901 Assignment FOR VALUE RECEIVED, Lessor (hereafter called "Assignor") hereby sells, assigns and transfers GENERAL ELECTRIC CAPITAL CORPORATION, a New York corporation with administrative offices at 260 Long Ridge Road, Stamford, Connecticut 06905, its successors and assigns ("Assignee"), and Assignee accepts such sale, assignment and transfer of all Assignor's right, title and interest in and to the above -referenced Lease -Purchase Agreement by and between Assignor and Lessee ("Lease"), together with the Equipment described therein, excluding, however, any obligations of Assignor, which obligations, whether arising before or after the effective date of this Assignment, are expressly not assigned or delegated. Assignor represents and agrees: that, subject to Lessee's consent to this Assignment, it has full power, authority and legal right to enter into and perform its obligations under this Agreement, and to transfer all right, title and interest in and to the Lease, all sums due thereunder and the Equipment; that the Lease, the rents and the Equipment are free and clear of all claims, liens, security interests, and encumbrances of any kind and character (except the rights of the Lessee); and the Assignor shall assume full responsibility for verifying that this Assignment is properly entered in the books of the Lessee. This Assignment shall be effective upon receipt by Assignee of a duplicate of this document with the "Consent To Assignment" duly executed by Lessee. Imaging Financial Services, Inc. d/b/a EKCC General Electric Capital Corporation By: By: (Signature & Title) (Signature & Title) Consent To Assignment TO THE LESSEE: Lessor/Assignor hereby requests that you consent, by execution of this Consent to Assignment, to the assignment by Lessor/Assignor of all of its right, title and interest in and to the Lease to Assignee. Any term of the Lease limiting or prohibiting assignments by Lessor/Assignor is hereby modified to permit the assignment to Assignee. By execution of this Consent to Assignment, Lessee represents and agrees: that it has duly authorized and executed this Consent to Assignment; that it has reflected the transfer to Assignee on the registration records of Lessee , maintained in accordance with Section 149(a) of the Internal Revenue Code of 1986, as amended; and that it will make all payments due under the Lease to the Assignee as follows: ASSIGNEE: GENERAL ELECTRIC CAPITAL CORPORATION (E.I.N. 13-1500700) PAYEE: EKCC (All checks are to be made payable to EKCC) ADDRESS: LESSEE: City of Yakima P.O. Box 22138 Rochester, NY 14673-0138 Tel: (800) 356-3251 Legal Entity: . it 1 - 1 _ i _ (Give �T/y�pe of Political Entity) Fiscal Year Ends: 1,�C-/3 f (Month/Day)