HomeMy WebLinkAbout102-84 RESOLUTIONRESOLUTION NO.
02-84
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A RESOLUTION AUTHORIZING THE MAYOR AND CITY CLERK TO EXECUTE
TWD LEASE AGREEMENTS WITH FIRST ARKANSAS LEASING CORPORATION
TO FINANCE THE CONSTRUCTION OF AIRCRAFT HANGARS AT THE FAYETTEVILLE
MUNICIPAL AIRPORT.
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
That the Mayor and City Clerk are hereby authorized and directed
to execute two lease agreements with First Arkansas Leasing Corporation
to finance the construction, of aircraft hangars at the Fayetteville
Municipal Airport. The lease agreement for the executive hangar and
ten -unit hangar shall be in the amount of $235,037.00. The lease
agreement for the thirteen -unit T -Hangars shall be in the amount of
$130,000.00. Copies of the lease agreements authorized for execution
hereby are attached hereto marked Exhibits "A" and "B" and made a
part hereof.
PASSED AND APPROVED this 4th day of September , 1984.
APPROVED:
By
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FIRST ARKANSAS LEASING CORPORATION
Tax-Exemp t Lease Agreement No. (F -co}
This Agreement 1s entered into between First Arkansas Leasing Corporation,
an Arkansas corporation ("Lessor") and City of Fayetteville, Arkansas
("Lessee") on this r�� day of �// �.0
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1... Lessor hereby leases to Lessee under the ter‘ and conditions herein set
forth the personal property described on Schedule A (hereinafter referred to as
"Leased Equipment"). Each item of property listed on Schedule A shall be considered
as a separate item of )cased Property..
2. INITIAL. AND RENEWAL TERNS: The Initial Term of this Lease shall commence
on the first day of the next calendar month after execution of the Receipt and
Acceptance attached hereto as Schedule B , and shall end on June 30 , 19 85,
the end of Lessee's current fiscal appropriations period. The Renewal Terms shall
each commence immediately upon the expiration of the Initial Term or the preceding
Renewal Term, as applicable, and each shall expire at the end of Lessee's then
current fiscal appropriations period. In all events, this Lease shall terminate
on October 31 , 19 89.. Each renewal shall be automatic and shall occur
without requirement of Notice to or from Lessor or Lessee.
3. RENT. The rental to be paid shall be $ 2350.00
per month commencing
on the first day of the next calendar month following the date of the Receipt and
Acceptance for the personal property as reflected on Schedule A, or the first day
of the first month of each Renewal Term, as applicable and ending oh the first day
of the month during which the Initial Term or each Renewal Term of the Lease expires.
Lessee shall make all payments when due and shall not be entitled to withhold any
payments or portion thereof in the event of a dispute between Lessor and Lessee.
Lessee hereby covenants it will not assert any right of setoff or counterclaim
against its obligation to make the rental payments.
Lessee covenants and agrees (a) that sufficient moneys are available to Lessee
to pay rent during the Initial Term; (b) that all moneys authorized or appropriated
to Lessee fur the Leased Equipment during the Initial Term or any Renewal Term
shall4be applied to the payment of rent; and (c) that Lessee has taken and will
take such action as is necessary under applicable law to include, obtain and
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maintain budgeted and lawful funds sufficient to pay the rental payments hereunder
for each Renewal Term. Should‘Lessee not have sufficient funds available to .pay
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rentals under this Lease, Lessee will use its best efforts to use any procedures
available to find other available funds for the Leased Equipment to avoid a ..
termination of this Agreement.
4. STATUS. Lessee represents, covenants and warrants that it is a public
body corporate and politic and Is nuthorited by the Constitution and laws of the
State of Arkansas -to enter into the transactions contemplated by this Lease and to
carry out its obligations hereunder. Lessee has been duly authorized by a
resolution of its governing body, in the form attached hereto as Exhibit D and
made a part hereof to execute and deliver this Lease. Lessee agrees that it will
do or cause to be done all things necessary to preserve and keep its existence in
full force and effect'. Lessee further represents, covenants and warrants that it
has complied with all procedures so that the Lease is enforceable under the laws
of the State of Arkansas and that Lessee has complied vlth all applicable bidding
requirements.
5. PLEDGE. Lessee grants to the Lessor or Its assignee a security interest
in and to all of the Leased Equipment, together with all additions, attachments,
accessions, substitutions and proceeds with respect thereto, now existing or at
any time hereafter acquired, and any and all liabilities, direct, indirect, absolute,
contingent, due or to become due, now existing or hereafter arising of the Lessee
to the Lessor. Lessee covenants that the Leased Equipment will be maintained at
Drake Field, Fayetteville, Arkansas. Lessee agrees, if requested by
Lessor or its assignee, to execute and deliver to Lessor or its assignee financing
statements or other similar instruments furnished by Lessor or -its assignee.
6. MAINTENANCE. Lessee, at its own cost and expense, shall maintain the
Leased Equipment in good operating condition, repair and appearance and shall
protect the same from deterioration other than normal wear and tear. Lessee
shall use the Leased Equipment in the regular course of its business only, within
its normal capacity without abuse, and in a manner contemplated by the manufacturer
thereof. Lessee shall not make modifications, alterations or additions to the
Leased Equipment without the written consent of Lessor, which shall not be
unreasonably withheld. Lessee shall not so affix the Leased Equipment to realty
so as to change its nature to real property, and agrees that the Leased Equipment
shall remain personal property at all tlmei.' Lessee shall keep tho Leaeed
Equipment on the premises where delivered and shall not remove the Leased
Equipment without the written consent of the Lessor, which shall not be unreasonably
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withheld. All modifications, repairs, alterations, additions, replacements,
substitutions, operating accessories and controls shall accrue to the Leased
Equipment and become the property of the Lessor. Lessor shall have the right,
during normal business hours, to enter upon the premises where the Leaned
Equipment Is located in order to Inspect, observe or otherwise protect Lessor's
interest and Lessee shall cooperate in affording Lessor the opportunity to do the
same. Lessee agrees to cause the Leased Equipment to be maintained pursuant to
the manufacturer's standard preventive maintenance contract and/or recommendations.
Lessee agrees that Lessor shall not be responsible for any loos or damage whatsoever
to the Leased Equipment, nor shall Lessor be responsible for latent defects, wear
and tear or gradual deterioration, or loss of service or use of the Leased
Equipment or any part thereof. Lessor shall not be liable to Leone for any
liability, claim, loss, damage or expense of any kind or nature caused directly
.or..indirectly by tlic inadequacy of the Leased Equipment, or any item supplied by
the vendor ur any other party, or any interruption of use or loos of service or
.performance.of.any equipment...:•'.
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TAXES. Lessee intends the .rent payments in..the Leaae•to. a net to the
Lessor. .lessee shall.comply,wl.th.alt laws and shall pay all texes,::if.any, including
.but not:.limited•to, sales and use taxes, excise taxes, personal property taxes and
assessments and penalties, licenses, freight and transportation charges, permits and
.any similar charges imposed on the ownership, possession or use of the Leased
Equipment during the term of this Iease. In the event that charges., costo,.taxes_
or expenses required to be paid by the Leasee shall remain unpaid after the due date
thereof, Lessor
shall have the right, but not the obligation, to pay the same and
to charge such payments as additional rent to be paid with the next rental payment.
8. 1N11E"IN11Y. Lessee shall and does hereby indemnify and save Lessor harmless
from any and ail liability arising out of the ownership, selection, possession,
leasing, operation, control, use, maintenance, delivery or return of the Leased
Equipment, including but nut limited to injuries causing personal injury, property
damage or death, but Lessee shall be credited with any amounts received by the
,Lessoi with respeet thereto from liability insurance secured by Lessee. This
iindemnification shall Include all costs and expenses including attorney's fees
iiicutfed Ly Lessor ih connection with any suits or actions resulting from any such
liability. "This indemnity provision shall not constitute a waiver by lessee of
lessee's statutory tort immunity."
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9. LIENS. lessee shall not directly or indirectly create, incur, assume
or suffer to exist any mortgage, pledge, lien, charge or claim -an or with respect
to the Lensed Equipment, except with respect to the rights of the Lessor.
Lessee shall promptly, and at its own expense, take such actions as may be
necessary to duly discharge any such mortgage, pledge, lien, charge or claim not
excepted above If the same shall arise at any time.
10. DISCLAIMER OF WARRANTIES. Lessor makes no warranty or representation,
either express or implied, as to the values design, condition, merchantability,
fitness for particular purpose or fitness for use of any ofwthe Leased Equipment
or any other representation or warranty with respect to the Leased Equipment.
Lessor herchy assigns to Lessee for and during the lease term all manufacturer's
warranties or guaranties express or implied, Issued on or applicable to the Leased
Equipment and Lessor authorizes lessee to obtain the customary services furnished
in connection with such warranties or guaranties at Lessee's expense. Lessee
acknowledges that the Leased I. ulpment has been purchased by Lessor in accordance
.wLth..Lessce's jecifirat.1ous and from a vendor selected by Lessee; that Lessor is
not a• manufacturer of or a. dealer in such Leased Equipment and takes no part in or
responsibility for the installation of the Leased Equipment; that Lessor has ,.made .,_
no representation or warranty and assumes no obligation with respect to the
merchantability, condition vain)* or fitness of the Leased Equipment.
11. NON -APPROPRIATION. In the event the governing body of Lessee does not
appropriate funds for the Leased Equipment and in the event there are no funded
appropriations from which payments can be made for the Leased Equipment, Leasee
may, upon thirty (30) days written notice to Lessor, cancel this Lease on the
Leased Equipment for which there are no funded appropriation from which payments
can he made, provided that:
(a) funds are not appropriated or available for such fiscal period
for
the acquisitionof services, equipment or functions which in whole or
in part are essentially the same services and functions for the performance
of which the Leased Equipment was provided;
Lessee has
(h)
exhausted all funds legally available for payments
ddt: tinder this Agreement; and
lc) Non -appropriation of funde'did not result from any act or failure
to act of Lessee.
Lessee agrees not. to acquire essentially the same services for which the Leaned
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Equipment was provided during its subsequent fiscal appropriations period.
12. DEFAULT. The following shall constitute a default by the Lessee
("Default"):
(a) Failure to pay when due any lease payment or the performance of
any obligation hereunder.
(b) -Failure by the Lessee to comply with or perform any provision
of this lease. -
(c) False or misleading representations or warranties made or given
by the Lessee in connection with this Lease.
(d) Any reduction in the value of the Leased Equipment caused by
any act of the Lessee which imperils the prospect of full performance
or satisfaction of the Lessee's obligations herein.
Upon the occurrence of any event of Default as specified above, and upon
•Lessee's failure to remedy such event of Default within a period of thirty (30)
days, the Lessor or its assignee shall have the right, at its option, without any
-ftirther demand or -notice, -to. pursue any one or more -of the. following remedies:
(a) Re-enter and take possession of the Leased Equipment -terminating
.the Lease, and. repossessing the Leased Equipment, and -selling., ---leasing.
dr subleasing the Leased Equipment for the account of Lessee, holding
Lessee liable for all payments up to the effective date of any such
termination;
(b) Wake whatever action at law or in equity may appear necessary
o4•desirable to collect the payments due from Lessee until termination
•'or to enforce performance and observance of any obligation, agreement
or covenant of Lessee under this Lease.
Upon any Default, the expenses of re -taking and shipping the Leased Equipment and
the expenses of repair to return the Leased Equipment to normal working order,
normal woar and tear excepted, shall be paid by the Lessee.
13. INSURANCE. At its own expense, Lessee shall cause casualty and property
damage insurance to be carried and maintained with respect to the Leased Equipment,
sufficient to protect the full. value of the Leased Equipment. All insurance
proceeds from casualty losses shall be payable solely to Lessee, subject to the
terms of this Lease.
14. TITLE. Title to the Leased Equipment and repairs and modifications
thereto shall be In the name of the Lessor. Lessor shall hold such title and
every title or other similar documentary evidence of ownership shall carry the
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following legend: "This equipment is owned by First Arkansas Leasing Corporation,
for its own account, or as nominee for the benefit of its assignee, and this
equipment may not he sold, transferred or encumbered." Lessee shall"have no
right, title or interest in the Leased Equipment.
15. OPTION TO PURCHASE. In addition to the other rights of Lessee, the
Lessor hereby grants to Lessee an option to purchase the Leased Equipment at any
time before the termination of the Lease. lin order to exercise such option,
Lessee must give Lessor notice in writing of its intent to exercise such option
not more than ninety (90) days nor less than thirty (30) days prior to the date
upon which Lessee intends to exercise such option. Such option may only be
exercised on the first day of any month. The purchase price of the Leased
Equipment shall he determined in accordance with Schedule C. Such purchase
price shall be the figure under the column marked "Option Price" and shall be
for the payment number corresponding to the last payment actually made. Upon
termination of the last Renewal Term Lessee shall have the Option to purchase
the Leased Equipment • for $212,334:04 r'
16. TERMINATION.: Upon termination of the Lease, Lessor shall have the
right to enter any place'or places where the Leased Equipment Is 'Ur maybe'placed
and to take and carry auay all 'or any part of the Leased Equipment.
17: ASSIGNMENT. Lessor may assign its right and interest to the lease
payments and the Leased Equipment without notice to the Lessee. Such assignee
shall have the full benefits of all the covenants made by Lessee and'al-1-rights
and remedies of Lessor contained herein. Lessee shall not have the right to
assign its duties, rights and obligations under this Lease either in whole or in
part without the prior written consent of Lessor or its assignee.
18. BILLING INSTRUCTIONS. Lessee requests that Lessor send its invoices
for payment to the Lessee at the following address:
City of Fayetteville, Arkansas
Airport Department
P. 0. Drawer F
Fayetteville, Arkansas 72701
Lessor shall send four (4) copies of each invoice monthly. Lessor shall remit
invoices twenty (20) days prior to the day of payment in order that Lessee shall
have sufficient time to process payments so that they will be received by Lessor
on a timely basis.
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Any written notice to Lessor required by this Lease shall be complete by
placing the same in the United States mail, postage prepaid to Lessor's address.
19. DAMAGE OR DESTRUCTION OF LEASED EQUIPMENT. In the event the Leased
Equipment .is partially damaged or destroyed, Lessee will promptly repair and
restore the Leased Equipment to working order for the purpose intended. Lessee
shall not he entitled to any reimbursement for any such damage or destruction from
Lessor, nor shall Lessee be entitled to any diminution of the amounts payable by
it pursuant to this Lease. In the event the Leased Equipment is totally damaged
or destroyed, Lessee may promptly replace the Leased Equipment pursuant to
provisions of this paragraph, or Lessee shall deliver all proceeds from property
damage insurance on the Leased Equipment to Lessor.
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20. MISCELLANEOUS. The waiver by Lessor of Lessee's breach of any term,
covenant or condition hereof shall not be a waiver of any subsequent breach of
the terms,covenants or conditions. This Lease constitutes the entire agreement
between the parties and shall not be modified or altered except in writing and
signed by both :parties.._ This Lease shall be governed by the laws of the State
of Arkansas and .any provisions of this Lease found to be prohibited by lawshall
be ineffective tothe extent of such prohibition without invalidating the remainder
of the Lease..
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Executed this % s' day of :;.,Lblt1, , 1984.
ATTEST:
LESSOR:
FIRST ARKANSAS LEASING CORPOnTION
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Thomas L. Geis
Title President
LESSEE:
CITY OF FAYETTEVILLE, ARKANSAS
Paul R.'Noland
Title Mayor
SCHEDULE A
LIST OF LEASED EQUIPMENT
LEASE (f Qp
CITY OF FAYETTEVILLE, ARKANSAS
One (1) Full -Nested T/LK48, 10 unit Metal Building with
Electric Bi -fold Doors.
One (1) Structural Steel System, 140' x 50' .Metal Building
consisting of (2) 70' x 50' Hangers.
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Name of Lessee:
SCHEDULE B
First Arkansas Leasing Corporation
RECEIPT AND ACCEPTANCE OF
LEASED PROPERTY
City of Fayetteville, Arkansas
Airport Department
P.O. Drawer F
Fayetteville, Arkansas 72701
Name of Lessor: First Arkansas Leasing Corporation
P. 0. Box 1681
Little Rock, Arkansas 72203
Description of Property: One (1) Full -Nested T/LK48, 10 unit Metal Building with
Electric B1 -Fold Doors
One (1) Structural Steel System, 140' x 50' Metal Building
consisting of (2) 70' x 50' Hanger's
Gentlett eiE
All of filo iterrifs) refeired td above have been received by us and are in good order and condition end acceptable to us.
T
�Ct %'L DATED /�/ -- Z: 2te/AGa.. - )./ , 19.,E
Paul R. Noland, Pixy&'#
PROPERTY TAGGED FIRST MONTH RENTAL $2,350.00
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SCHEDULE C
AMORTIZATION ANALYSIS
LESSEE: CITY OF FAYETTEVILLE, ARKANSAS
AMOUNT: $235,037.00
PAYMENT AMOUNT
NUMBER OF PAYMENT
1
2
3
4
5
6
7
B
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
17
38
39
40
41
42
43
44 -
45
46
47
48
49
50
51
52
53
54
55
56
57
58
59
60
42,350.00
32,350.00
42.350.00
42,350.00
52,350.00
42,350.00
42.350.00
42,350.00
52.350.00
12,350.00
42,350.00
42,350.00
42,350.00
42,350.00
$2.350.00
52,350.00
52,350.00
42,350.00
42,350.00
52,350.00
$2,350.00
42,350.00
$2,350.00
02,350.00
42,350.00
$2,350.00
42,350.00
42,350.00
$2,350.00
42,350.00
$2,350.00
$2.350.00
$2,350.00
$2.350.00
12,350.00
52,350.00
$2.350.00
52,350.00
52,350.00
$2,350.00
52,350.00
42,350.00
52,350.00
42,350.00
52,350.00
12,350.00
42,350.00
12,350.00
42,150.00
42,350.00
52.350.00
52,350.00
42.350.00
$2,350.00
42,350.00
42,350.00
42,350.00
42,350.00
12,350.00
12,350.00
PAYMENT
ON INTEREST
42.060.84
42,058.31
42.055.75
42.053.17
$2,050.57
$2,047.94
42,045.29
42,042.62
42,039.93
42,037.21
42,034.47
42,031.70
42,028.91
42.026.09
42,023.25
42,020.39
42,017.50
$2,014.58
42,011.64
52,008.67
42,005.68
42,002.66
41,999.62
41,996.54
41.993.45'
41,990.32
41,987. 17 .. .
41:903.98
41,980.77
41,977.54
41,974.27
41,970.98
41,967.65
41,964.30
41,960.92
41,957.51
41,954.07
51,950.59
$1,947.09
91,943.56
41,940.00
41,936.40
41,932.77
41,929.12
41,925.43
11,921.70
41,917.95
41,914.16
41,910.34
41,906.48
41,902.59
41.898.67
41,894.71
41,890.72
41,886.69
41,882.63
41.878.53
41,874.40
41,870.23
11,866.02
PAYMENT
ON'PRINCIPAI.
1289.16
4291.69
$294.25
1296.83
1299.43
4302.06
1304.71
4307.38
1310.07
4312.79
4315.53
4318.30
1321.09
4323.91
1326.75
1329.61
1332.50
1335.42
1338.36
4341.33
5344.32
5347.34
1350.38
1353.46
1356.55
1359.68
1362.03
1366.02
1369.23
1372.46
0375.73
1379.02
4382.35
$305.70
1389.08
1392.49
1395.93
1399.41
1402.91
1406.44
1410.00
*413.60
4417.23
$420.88
3424.57
1428.30
1432.05
1435.84
1439.66
1443.52
4447.41
1451.33
4455.29
1459.28
4463.31
1467.37
1471.47
0475.60
1479.77
1483.98
PURCHASE
OPTION PRICE
4234,747.84
4234,456.15
4234,161.90
1233,865.07
4233,565.64
4233,263.58
0232,958.87
1232,651.49
1232.341.42
1232,028.63
1231,713.10
0231,394.80
4231,073.71
4230,749.80
4230.423.05
4230,093.44
0229,760.94
4229.425.52
1229,087.16
4228,745.83
1228,401.51
4228,054.17
4227,703.79
1227,350.33
4226,993.78
4226,634.10
1226,271.27
4225.905.25
1225,536.02
1225,163.56
1224,787.83
1224,408.81
1224,026.46
1223,640.76
4223,251.60
*222,859.19
9222,463.26
1222.063.85
0221,660.94
$221,254.50
4220,844.50
4220,430.90
4220.013.67
1219,592.79
4219,168.22
1218,739.92
4218,307.87
1217,872.03
1217,432.37
0216.988.65
4216,541.44
4216,090.11
4215.634.82
4215,175.54
4214,712.23
4214,244.86
4213,773.39
4213,297.79
0212,818.02
4212.334.04
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BILL OF SALE
STATE OF ARKANSAS)
WASHINGTON COUNTY)
KNOW ALL MEN BY THESE PRESENTS:
THAT, for and in consideration of the sum of Two hundred thirty five thousand
thirty seven and 00/100($235,037.00) and other valuable consideration paid by
FIRST ARKANSAS LEASING CORPORATION, Buyer, the receipt of which is hereby
acknowledged, City of Fayetteville, Seller, does hereby bargain, sell, convey,
assign, transfer and deliver unto the FIRST ARKANSAS LEASING CORPORATION, the
personal property listed on attached Schedule A, located at Drake Field,
Fayetteville, AR.
TO HAVE AND TO HOLD THE SAME unto the said FIRST ARKANSAS LEASING CORPORATION
CORPORATION, their heirs and assign.
And Vendor hereby warrants the title to said property, and that it is free
of any and all encumbrances, against the lawful claims of any and all persons.
WITNESS our hand this 21st day of September, 1984.
CITY OF FAYETTEVILLE
Paul R. Noland,( Mayor
SUBSCRIBED AND SWORN TO Before me this 21st
My commission expires 7-20 -yr
• SEAL
day of September
1984
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SCHEDULE A
LIST OF LEASED ENUIPMEgT
LEASE rF bo
CITY -OF FAYETTEVILLE, ARKANSAS
One. -.-(1) Full -Nested T/LK48, 10 unit. Metal Building i,1th
ElectricBi-fold Doors.
e (1) Structural Steel System, 140' x 50' Atoll Building
consisting of (2) 70' x 50' Hangers.
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FIRST ARKANSAS LEASING CO1RORATIOp
Tax -Exempt Lease Agreement No. C9 002 .
This Agreement Is entered into between First Arkansas Leasing Corporation,
an Arkansas corporation ("Lessor") and CITY OF FAYETTEVILLE, ARKANSAS
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("Lessee"), on this AZ_day of �` 19,
1. Lessor hereby leases to Lessee under the terms and conditions herein set
forth the personal property described on Schedule A (hereinafter referred to as
"Leased Equipment"). Each item of property listed on Schedule A shall be considered
as a separate item of Leased Property.
2. INITIAL AND RENEWAL TERMS; The Initial Tera of this Lease shall commence
on the first day of the next calendar month after execution of the Receipt and
! , and shall end at the end of the Lessee's
Acceptance attached hereto as Schedule
current fiscal appropriations period. The Renewal Teras shall each commence immedi-
ately upon the expiration of the Initial Term or the preceding Renewal Term, as
applicable, and each :;hall expire at the end of Lessee's then current fiscal appro-
priations period. In all events, this Lease shall terminate 60 months subsequent
to commencement of the initial term. Each renewal shall be automatic and shall
occur without requirement of Notice to or from Lessor or Lessee.
3. RENT. The rental to he paid shall be $ 1429.00
-----_�_ per month commencing
on the first day of the next calendar month following the date of the Receipt and
Acceptance for the personal property as reflected on Schedule A, or the first day
of the first month of each Renewal Term, as applicable and ending on the first day
of the month during which the Initial Tera or each Renewal Term of the Lease expires.
Lessee shall make all payments when due and shall not be entitled to withhold any
payments or portion thereof In the event of a dispute between Lessor and Lessee.
Lessee hereby covenants it will not assert any right of setoff or counterclaim
against its obligation to make the rental payments.
Lessee covenants and agrees (a) that sufficient moneys are available to Lessee
to pay rent during the Initial Term; (b) that all moneys authorised or appropriated
to Lessee for the Leased Equipment during the Initial Tern or any Renewal Term
shall be applied to the payment of rent; and (c) that Leasee has token and will
take such action as 1s necessary under applicable lav to include, obtain and
maintain budgeted and lawful funds sufficient to pay the rental payments hereunder
for each Renewal Term. Should Lessee not have sufficient funds available to pay
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rentals under this Lease, Lasses will OH its best efforts t0 ISO soy procetoree
available to find other available funds far the Leased Itpeipmmat to avoid a .1t
termination of this Agreement.
4. STATUS.
Lessee represents, covenants and vsrrnnts that it is a public
a
body corporate and politic and is authorised by the Constitution and lawn of the
State of Arkansas to enter into the tresaoctions coeteaplated by this Lease and to
'tarry out Its obligations
hereunder. Lasses has been duly atierised by a
resolution of its governing body, in the form attached hereto as exhibit D sad
made a part hereof to execute and deliver this Lease. Lessee egress that it will
do or cause to be done all things necessary to preserve and keep its existence to
full force and effect. Lessee further represents, covenants and torrents that it
has complied with all procedures so that the Lease is enforceable Leder the bus
of the State of Arkansas and that Lessee has complied with 011 applicable biddisg
requirements.
5. PLEDCE. Lessee grants to the Loeser or ire OMlgaeO a oseerity lnttralt-
in and to all of the Leased Equipment, together with all 0ddittatt0, attachments,
accessions, substitutions and proceeds vitt respect Cheraw, mow misting or Ot
any time hereafter acquired, and any esd all liabilities, direst, totilraet, cb®olet,,
contingent, due
to the Lessor.
or to become due, nom meting or hereafter arising of the Legate
Lessee covenants that the leased pgsipm,mt sill be maintained MC
Drake Field, Fayetteville, Arkansas. Lessee agrees, if requested by
Lessor or its and deliver to Laser or its assignee finatx ls*
statements or other similar instruments furnished by Laser or its assignee.
6. MAINTENANCE. Lessee, at its own coat and espenst, shall oaintain the
assignee, to execute
Leased Equipment in good operating condition, repair end appearsees and shall
protect the same from deterioration ether than aortal an sad tear, Losses
shall use the Leased Equipment In the regular course of its business only, within
its normal capacity without abuse, and in a sinner contemplated by the saraufaotorar
thereof. Lessee shall not make modifications, elteratiese or additions to the
Leased Equipment without the written emote of Ltasov, which 'hall not be
unreasonably withheld. Lessee shall met to affix the Leased kostytent to realty
so as to change its nature to real property, and ageoav that the tossed Equipment
shall main persmwl property at all tta+i.' Levees stall beep dm Loosed
Equipment on the premises where delivered end shall sit remove the Leased
Equipment without the written consent Of rhe Lessor, which shall set be unratoodly
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withheld. AI
substitutions
Equipment end
during norm.tl
Equipment is 1
Interest and
some. Lessee agrees to cause the Leased Fguipaent to be maintained pursuant to
the manufacturer's standard preventive maintenance contract and/or recoeaendst
Sans.
Lessee agrees that Lessor shall not Ina responsible for
any less or damage whatsoever
to the Leased Equipment; nor shall Lessor
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1 modifications, repairs, alterations, additions, replacements,
, operating accessories and
controls shall accrue to the Leased
become the ptuperty of the Laesor. Lessor shall have the right,
huslness hours, to cuter upon the premiere where the Leased
uca tvd In order to inspect, observe or otherwise protect Lessor's
Lessee shall cooperate in affording Lessor the opportunity to do the
be responsible for latent defects, meat
and tear or gradual deterioration, or lots of service or vas of the Leased
Equipment or ;t my part thereof. Lessor she11 not be liable to Lomaes for at1pt-
liability, claim, loss, damage of expense of any kind or meters cased directly
or indirectly by the inadequacy of the Leased Equipment, or any its supplied by
the vendor or ;uy other. party, or any interruption of wee Or lose•of service or
performance of any.ecuipment..,...
7TAXES...ilessec lntends..the.rent payments to
the Lues ta, he.net - to, the •
Lessor. Lesser shall -comply with all laws and shall pay:ell tsxss,,,l(.any, including
but not limitei,tuyrsaltsAnd use„taxes,.plc i se. teem_ personal . proper ty taxes and
assessments and,penaltles,.licenses, freight and transportation eharsee;.permits and
;any slrtlir eh:u-grs;imposed.on the.ownerehlp, possession or. moo 01 the Lteeed
Equipment J,Ir1!1$. the: term of this Loos.. In the met that ehsriet+,_.,.co.a.ta,, .taxot
o r .expenses .requ (red. •tn_ he pa1.d., by, the Lewis. shsll:nsin-uvesid of tet.- the due date
thereof, Lessor shall have the right, bet notch* obltgation,•.p ;pay..t2la.aame sad
to charge such p;n•ments as additional rent to be paid with the.aaxt meal
Nptagi
8. 1__UI9ITY. Lessee shall and dots hereby indemnify and sets Lessor handers
from any_ and alJ;Jlability arising out of the ownership, eeloctien, po ion, -
leasing, operation, control, use, melnteeancs, delivery or return of the Leased
Equipment, Including but not limited to isJuries causing pommel injury, property
damage or death, hut Lessee shall -be credited with any amounts received by the
Lessor with ttsprct thereto. from liability insurance secure)
by Lessee. lhle
lmdcmniflcatlun shall include all coats and expenses including ettoraey'e fees
incurred by Lessor In connection with soy Omits or actions resulting from any ouch
liability. "This indemnity provision shall not constitute a waiver by lessee of
lessee's statutory tort immunity."
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9. LIENS. Lessee shall not directly or indirectly create, incur, assume '
or suffer to exist any mortgage, pledge, lien, charge or claim.on or with respect
to the Leased Equipment, except with respect to the tights of the Lessor.
Lessee shall promptly, and at its own expense, take such actions as may be
necessary to duly discharge any such mortgage, pledge, lien, charge or claim not
excepted above if the same shall arise at any time.
10. DISCLAIMER OF WARRANTIES. Lessor makes no warranty or representation,
either express or implied, as to the value, design, condition, merchantability,
fitness for particular purpose or fitness for use of any of the Leased Equipment
or any other representation or warranty with respect to the Leased Equipment.
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Lessor hereby assigns to Lessee for and during the lease term all manufacturer's
warranties or guaranties; express or impliedt issued on or applicable to the Leased
Equipment and Lessor authorizes Lessee to obtain the customary services furnished
in connection With such warranties or guaranties at Lessee's expense Lessee
acknowled es that the Leased Equipment has been purchased by Lessor, in accordance
with Lessee's specifications and from a vendor selected by Lessee; that Lessor is
not a manufacturer of 'or:a:dealer in such Leased Equipment end takes no part in.or
responsihilitv'for the installation of the Leased Equipment; that Lessor has made .
no representation or warranty andassumes-no oblig_atlon with respect..to the
merchantability, condition, quality or fitness of the Leaned Equipment.
11. NON -APPROPRIATION. In .the event the governing body of Lessee does not
appropriate funds for the Leased Equipment and in the event there are no funded
appropriations from which payments can be made for the Leased Equipment, Lessee
may, upon.,thirty (30) days written notice to Lessor, cancel this Lease on the
Leased Equipment for which there are no funded appropriations from which payments
can be made, provided that:
(a) Funds are not appropriated or available for such fiscal period
for the acquisition of services, equipment or functions which in whole or
in part arc essentially the same services and functions for the performance
of which the Leased Equipment was provided;
(b) Lessee has exhausted all funds legally available for payments
due under this Agreement; and
(c) Non -appropriation of funds' did not result from any act or failure
to act of Lessee.
Lessee agrees not to acquire essentially the same cervices for which the Leased
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Equipment was provided during its subsequent fiscal appropriations period.
12. DEFAULT. The following shall constitute a default by the Leasee.:;'
("Default"):
(a) Failure to pay when due any lease payment or the perforate of
any obligation hereunder.
(b) Failure by the Lessee to comply with or perform any provision
of this lease.
(c) raise or misleading representations or warranties rude or given
by the Lessee in connection with this Lease.
(d) Any reduction in the value of the Leased Equipment caused by
any act of the L which imperils the prospect of full performance
or satisfaction of the Lessees obligations hornia.
Upon,the occurrence of:any event of Default as specified above, and gem
Lessee's_tallure to.remedy.auch event of Default vithtn.s period of thirty (30)
days, the Lessor or its -assignee shall have the right, et. its option, without any
further_dcmand or_notice, to pursue any one or.ara of,the.folloving,remedies:
e_posseesion of.the:Leesed.tquipment teratttetittg
•the Lease, and.rep Ing the Leased Equipment, end telling, leasing
..or subleasing.the Leased F..qulpment.for.the.account,-of Lessee holding
.Lessee liable for All payments up to the effective dattof any such
termination; _..
(b) Take -.whatever action at lav or in equity may appear necessary
•.;.,or desirable;to.collect.the,paymennta1due.froa.Lessee.:uatiLiterminatioo
. or to enforce performance. and observance of any obligation, agreement
or covenant of Lessee under this Lease: •
Upon any Default, the expenses of re -taking and shipping the Lased Equipment end
the expenses of repair to•rcturn the Leased Equipment to aril working order,
normal wear and tear excepted, shall be paid by the Lessee.
13. INSURANCE. At its own expense, Lessee shell cause casualty and property
damage insurance to be carried and maintained with respect to the Leased Equipment,
sufficient to protect the full value of the Leased Equipment. All insurance
proceeds from casualty losses shell's payahle solely to Leese*, subject to the
terms of this Lease.
14. TITLE. Title to the Leased Equipment and repairs and modifications
thereto shall be in the name of the Lessor. Lessor shall hold ouch title and
every title or other similar documentary evidence of ownership shall carry the
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following legend: "This equipment is owned by First Arkansas Leasing Corporation
for its own account, or as nominee for the benefit of its assignee, and this
equipment may not he sold, transferred or encumbered." Lessee shall have no
right, title or interest in the Leased Equipment.
15. OPTION TO PURCHASE. In addition to the other rights of Lessee, the
Lessor hereby grants to Lessee an option to purchase the Leased Equipment at any
time before the termination of the Lease. In order to exercise such option,
Lessee must give Lessor notice in writing of Its intent to exercise such option
not more than ninety (90) days nor less than thirty (30) days prior to the date
upon which Lessee intends to exercise such option. Such option may only be
exercised on the first day of any month. The purchase price of the Leased
Equipment shall he derermined.in accordance with Schedule C. Such purchatte
price shall he the {figure under the column marked "Option Price" and shall be
for the p;iymenr:nuthher-corresponding to the last payment actually made. Upon
termination of Che last Renewal Term Lessee shall have the Option -to porches.
the Leased Equipment for $90,584.46.
16. TERMINATION:.cr Upon termination of the Lease., Lessor shall' have -thee
right to entre any place or places where the Leased Equipment is or may -be placed
and to take • and.-carry:-away.all or.any part the Leased Equipment.
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1?, ASS1cNHENT.• Lessor may.aseign its right end interest to -the lease
payments and .the. Leased Equipment without notice to the Lessee. Such assignee
shall have the full benefits•uf::all.the.covenants •ede by Lessee'ince-ilPrights
and remedies of-Lessort'c-ont-ained herein: •L'esseershali'not have'the tightto
asslgncits dutics(•rights,and obligations under-thle:Leeseeither inzishole or in
part without t.he.prlor'vrltten consent of Lessor or its assignee.
18. BILLING INSTRUCTIONS. Lessee requests that Lessor send -its invoices
foi payment .to the l.essee.at the following address;
City of Fayetteville, -Arkansas
Airport Department
P. 0. Drawer P
Fayetteville, Arkansas 72701
Lessor shall send. four (4) copies of. each invoice monthly. Lessor shall remit
Invokes
have sufficient time to process payments so that they will be received by Lessor
on a timely basis.
twenty (20) days prior to the day of payment in order that Lessee shall
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placing the same in the United Stales mall, postal, 'repaid to Lessor's address.
19. DAMAGE OR DESTRUCTION OF LEASED EQUIPMENT. In the event the Leased
Equipment is partially damaged or destroyed, Lessee will promptly repair and
restore the Leased Equipment to working order for the purpose intended. Lessee
shall nut be entitled to any reimbursement for any such damage or destruction from
Lessor, nor shall Lessee be entitled to any diminution of the amounts payable by
1t pursuant to this Lease. In the event the Leased Equipment 1s totally damaged
or destroyed, lessee may promptly replace the Leased Equipment pursuant to
provisions of this paragraph.
20. MISCELLANEOUS. The waiver by Lessor of Lessee's breach of any term,
covenant or condition hereof shall not be a waiver of any subsequent breach of the
terms, covenant:; or conditions. This Lease constitutes the entire agreement
between the parties and shall not he modified or altered except in writing and
signed by both parties. This Lease shall be governed by the laws of the State ON
Arkansas and any prnvi^ions of this Lease found to he prohibited by law shall be
ineffective to the extent of such prohibition without Invalidating the remainder
of the Lease.
Executed this ( day of
ATTEST:
LESSOR:
1985. k
"FIR'ST ARKANSAS LI`ASINC CORPORATION
flTI.L. City Clerk
fhoma. Geis
Tithe President
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LESSEE:
CITY OF FAYETTEVILIE, ARKANSAS
Title Mayor