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HomeMy WebLinkAbout65-84 RESOLUTION• RESOLUTION NO. 65-84 A RESOLUTION AUTHORIZING THE MAYOR AND CITY".CLERK TO EXECUTE A LEASE -PURCHASE AGREEMENT WITH DOSS & PRICE OFFICE SYSTEMS, INC. FOR A COIN OPERATED COPIER TO BE PLACED IN THE AIRPORT TERMINAL BUILDING. 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 a lease -purchase agreement with Doss & Price Office Systems, Inc. for a coin operated copier to be placed in the airport terminal building. A copy of the lease - purchase agreement authorized for execution hereby, is attached hereto, marked Exhibit "A", and made a part hereof. PASSED AND APPROVED this 5th day of June . sp..� . Er F avf ST•:. , � � 46,1) + > y r J'1 � 'UUn :v-.: APPROVED: By , 1984. i •: - as . teasing (herein called Lessor) a, P.O. Box 1666 • Joplin, Missouri 64802 Telephone: (417) 624-2020 Lease No. (To be filled out by Lessor) LESSEE® CITY OF FAYETTEVILLE ADDRESS® 3 U 1 3 CITY® Fayetteville LESSEE® CITY OF FAYETTEVILLE ADDRESS® Lease Term® Moe 3.6 CITY® Fayetteville COUNTY® Washington Date of First Payment (to be filled out by Lessor) '"w, . he 18. 1984 STATE® AricPnsaq Zip® 72701 Lease/Rental Payment (including applicable insurance Sales/Use Tax TOTAL $ 719 e 06 ® @ 1 Advance 35 PAYMENT SCHEDULE Rental Payment(s) $ 232.20 premium) $13.14 0 ReRemianin ayPQayments (It Final Payment Irregular) • at •232.20 O 2j2.7a $ O° Is O at $ ADDITIONAL PROVISIONS@ Lessor hereby leasesto Lessee, subject lathe termsand conditions herein, the following described personal properly with all replacement parts, substitutions.addltions, repairs and accessories incorporated therein and affixed (hereto, all hereinafter referred to es "equipment". EQUIPMENT DESCRIPTION (Quantity, Model No., Serial No. Catalog No., eta) ® + • N it; I (i.7r( 1 — Sharp 815 coin -op copier S/N 46700651 Includes 12 month warranty The attached exhibit "8" becomes a part of ttie contractual agreement between the City of Fayetteville and Doss Leasing, Lease Contract # Address City bil:port, Drake Field City Fayetteville LOCATION OF EQUIPMENT (If Different From Lessee Address) @ @ County Washington state/Zip AR 72701 INSURANCE- Condition 6 of this Lease requires the Lessee to obtain lire and extended coverage insurance to protect the interest of the Lessor orlhe lessor's Assignee in the Leased equipment, and authorizes the Lessor or the Lessors Assignee to purchase such Insurance on behalf of the Lessee. Fire and extended coverage insurance hes been obtained on the equipment covered by this Lease, and unless the Lessee rejects This insurance below, a charge for the insurance premium will be Included in the Lease/Rental Payment above, calculated pursuant to the following Insurance Rate Table. If Lessee has not rejected this Insurance coverage, Lessee acknowledges receipt of a summary of fire and extended coverage insurance to be provided by the Lessor. y EQUIPMENT COST INSURANCE RATE TABLE MONTHLY ' MONTHLY INSURANCE COST EQUIPMENT COST INSURANCE COST EQUIPMENT COST 1,000 - 2,500 2,501 - 5,000 5.001 - 7,500 $ 3.00 $ 6.00 $ 9.00 7,501 - 10,000 10,001 - 12,500 12,501 - 15,000 $12.00 $15.00 $18.00 15,001 - 17,500 17,501 - 20,000 20,001 - 25,000 MONTHLY INSURANCE COST $21.00 $24.00 $30.00 The)otal insurance cost equals the Lease Term Months times the Monthly Insurance Cost for the Equipment stated above. REJECTS -The Lessee rejects this insurance andagrees,within 30 days of the effective date of this lease, to provide the Lessor or the Lessors Asslgneewith a policyor certificate of insurance covering the leased equipment and naming the Lessor or the Lessors Assignee as the Toss payee (herein. Signature of Lessee 7.4 fyr/✓i1/A' Asp.; a /,. s- 7aitt! LAst f74villevr1/2/6 ///m" 727(1 The undersigned Lessee applies to Lessor fora lease of the above-described properly("equipment")for commercial purposesand agrees that the lease isnot to be construed as aconsumercon- tract. If Lessor accepts by signing the lease below, Lessee agrees to rent from Lessor and Lessor agrees to rent to Lessee, the equipment on all of the terms and conditions herein, Including the terms and conditions set forth on the reverse side hereof. THIS LEASE CANNOT BE CANCELLED, and is subject to the TERMS AND CONDITIONS PRINTED ON THIS PAGE AND ON THE REVERSE SIDE HEREOF. IMPORTANT INFORMATION FOR LESSEE Vendor and its representatives are not the agents of Lessor and cannot waive. varyor alter the terms of the lease agreement Lessor does not warrant the fitness, merchantability, design, condition, capacity. suilabilityor performance of the property leased. Lessor makes no express or implied warranties end leases the property"as is", "with all faults". Warranties made bythe vendor and/or manufacturer areassigned by Lessorlo Lessee. In the event of anyclaim conceming the location, installation. repair or use of the properlyleased or any other claim concerning the property, regardless of cause or consequence, Lessee's only remedy, it any. isagainst the vendor or manufacturer of the property. Nodefect regardless of cause or consequence shall relieve Lessee from performance under the lease agreement including rental payments.. IN WITNESS WHEREOF, the undersigned hereby sign this lease the day and year hereinafter written. v ,Lessee- DOSS LEASING; Lessor.,- r _ ® .! l - By t ..J =3. / Tine4shr, 'r tie Date@ " x' AGREEMENT OF UNCONDITIONAL GUARANTY This guaranty agreement is executed for the benefit of Lessor, its successors and assigns, to induce Lessor to enter into the above Lease with the above named Lessee. The undersigned guarantor(s) jointly and severally unconditionally guarantee the full performance by Lessee of the above Lease, including without limitation the prompt payment when due of each monthly rental payment due and payable under such Lease. In case suit shall be brought because of thebreach of anyagreement or obligation contained in this Lease on the pert of theguaranlor(s) to be kept or pedOrmed, and a breach shall be established the prevailing parlyshall be entitled t0 recover all expenses Incurredtherefor, including reasonable attorney lees. To enforce the liability of guarantor(s) under this guaranty agreement, Lessor shall not be required first (a) to give guarantor(s) notice of Lessee's default. (b) to repossessthe equip- ment, or (c) to accept late rental payments The term of the foregoing Lease maybe extended and the Lease maybe amended from time to time without notice to guarantoris) and without defeating or diminishing this continuing guaranty agreement, which shall continue in full force and effect with respect to the Lease, as extended or amended. Thisguarantyagreement shall be governed byand construed in accordance with the laws of the State of Kansas. Guarantorls) herebyconsent and submit to the jurisdiction of the courts of the State of Kansas for purposes of enforcement of this guaranty agreement. The undersigned specifically waive(s) the right to claim as against the holder the defense of impairment of collateral Date individually X Individually .11 TERMS AND CONDITIONS 1. RENTAL PAYMENTS AND TERMS. Lessee agrees to pay as rental for the use o1 the equipment the payments specified in the payment schedule, with the first such ren- tal payment due on the date of first payment described on page 1, and like payments due on the same day of each month thereafter or as otherwise specified during the lease term. I1 no date of first payment is inserted at the time the lease is signed by Lessee, Lessee hereby authorizes Lessor to complete this lease by inserting the date of first payment which shall not be later than sixty (60) days from the date of delivery 01 the equipment to Lessee. All rent and other sums payable by Lessee to Lessor under the terms of This lease shall be paid to Lessor at its office or as the Lessor may hereafter direct Lessee agrees that Lessor may collect a late charge on each rental payment which is in arrears not less than ten (10) days, said charge to be an amount equal to ten percent (1096) of said rental payment orthe maximum permissible underapplicable law, whichever is the lesser amount. Rent payments shall be due whether or not Lessee has received any notice that such payments are due. This lease will be effective upon the date an authorized employee of lessor signs this lease. The term ends upon the expira- tion of the number of months In the initial term after the date of first payment. 2. TITLE TO EQUIPMENT. The Equipment is and shall at all times remain, property of Lessor, and Lessee shall have no right, title or interest therein or thereto except as expressly set forth in this lease. The Equipment is and shall at all times be and remain personal property notwithstanding that the Equipment or any part thereof may now be or hereafter become in any mannner affixed or attached to real property or any improvements thereon. All additions or improvements to the Equipment of any kind or nature made by the Lessee shall become component parts thereof, and title shall immediately vest in Lessor and be govemed by the terms of this lease. 3. SURRENDER. Upon the termination of the Lease the equipment shall be returned at Lessee's expense to Lessor at such place as may be designated by Lessor tor such disposition. 4. LOCATION AND MAINTENANCE. At its own risk Lessee shall use or permit the use of the Equipment solely at the location specified in the lease, or if none is specified, at the Lessee's billing address set forth in this contract, and said Equipment shall not be moved without Lessor's prior written consent. Lessee shall at its expense, maintain the Equipment in good repair, condition, and functional order, shall not use the Equipment unlawfully, and shall not alter the Equipment without Lessors written consent Lessor shall not be liable for loss 01 profit or other consequential damages resulting Irom the theft, destruction or disrepair of the Equipment and there shall be no abatement of rental. 5. SELECTION AND ORDERING EQUIPMENT. Upon Lessor's acceptance of this lease, Lessor agrees 10 order the Equipment from the Vendor. Lessee authorizes Lessor to insert in this lease the serial numbers and other identification data of the Equipment when made available to Lessor Lessee acknowledges that it has selected (1) the equipment and (2) the Vendor from whom Lessor is to purchase the equipment and Lessee acknowledges that Lessor is neither a manufacturer nor a merchant and has made no recommendations with respect to the Vendor or the Equipment. 6. RISK OF LOSS AND INSURANCE. Lessee shall bear all risks of damage, loss,theft or destruction, partial or complete, with respect to each item of equipment. Unless the Lessee accepts the fire and extended coverage insurance obtained on the Lessee's behalf by the Lessor or the Lessors Assignee in conjunction with this Lease, Lessee shall at its own expense keep each item of equipment insured, at the full replacement value thereof. against tire and extended coverage and shall provide the Lessor or the Lessor's Assignee with a policy or certificate of insurance covering each item of equip- ment and naming the Lessor or it's Assignee as the Loss Payee and co-insured of such insurance. Any f ire and extended coverage insurance obtained on behalf of the Lessee by Lessor hereunder protects only the interest of the Lessor or the Lessors Assignee in the equipment. Lessee agrees at Its expense to obtain and maintain with insurance companies of recognized standing general public liability insurance for the protection of Lessor as co-insured and Lessee, as their interests may appear, in amounts specified by Lessor, against claims for bodily injury or death or property damage rising out of the use, ownershio possession, operation or condition of the equipment. Each insurer shall agree by endorsement upon the policy or policies issued by it, or independent instruments furnished to Lessor, that it will give Lessor ten (10) days' written notice before the policy or policies in question shall be altered or cancelled, and that no act or default of any person other than the Lessor, or its agents, or those claiming under Lessor, shall affect Lessor's right to recover under such policy or policies in case of loss. Lessee shall deliver to Lessor the policies or evidence of insurance satisfactory to Lessor, The failure of Lessee to secure or maintain such insurance shall constitute a default under this Lease. In the event of such breach, Lessor may, but shall not be obligated to, obtain such insurance and an amount equal to the cost of such insurance shall be deemed additional rental to be paid forthwith by Lessee. Notwithstanding damage to leased equipment, the monthly rental shall continue to be paid by Lessee. Lessee shall have the responsibility for the repair 01 any damaged equipment and Lessee agrees to repair or cause such equipment to be repaired promptly afterdamage. As reimbursement to Lessee lor any sum expended by Lessee in connection with the repair of such equipment, Lessor shall assign to Lessee any and all rights Lessor may have under insurance policies carried by or paid for by Lessee with respect to such damage. 7. TAXES, ASSESSMENT AND LICENSES. Lessee shall pay all sales taxes, use tax- es. excise taxes. personal property taxes. assessments, ad valorem taxes, stamp and documentary taxes, and all other governmental charges, lees. fines or penalties what- soever, whether payable by Lessor, Lessee or others, on or relating to the equipment or the use, registration, rental, shipment, transportation. delivery or operation thereof, other than federal or state income taxes of Lessor, and on/or relating to this Lease, and shall file all returns required therefor. Upon demand, Lessee shall reimburse Lessor for any such taxes, assessments, charges, fines or penalties which Lessor may be corn- - —pelkd to pay it eonnecliomwillr8.e equipment. Lessor assumes no (iabrlity'endrnakes no representation as to the treatment 01 this lease agreement by any federal, slate or local taxation authority. Lessee is advised to seek independent legal or tax counsel. 8. LESSOR'S INDEMNITY. Lessee shall indemnify, protect, and saveand keep harm- less Lessor, its agents. servants, successors. and assigns from and against all losses, damages, injuries, claims. demands, and expenses, including legal expenses, of what- soever nature, arising out of the use, condition (including, but not limited to, patent and other defects and whether or not discoverable by 4), or operation of any item of equip- ment, regardless of where. how and by whom operated. Lessee shall assume the settle- ment of and the defense of any suit or suits or other legal proceedings brought to enforce all such losses, damages. injuries. claims. demands, and expenses, and -shall pay all judgments entered in any such suit or suits or other legal proceedings. The indemnities and assumptions of liabilities and obligations herein provided for shall con- tinue in lull f orce and effect notwithstanding any termination of this Lease, whether by expiration of time, by operation of law, or otherwise. Nothing contained in this Lease shall authorize Lessee or any other person to operate any item of equipment so as to incur or impose any liability or obligation for or on behalf of Lessor. r 9. LIABILITY OF LESSOR LIMITED. Lessor shall not be liable foreny loss or damage which is incurred as a result of delay. strikes, storms, war emergencies, labor troubles, belated or non receipt of equipment, fires, floods, water, acts of God, or circumstances beyond Lessors control. Lessor shall not be held liable for any damages by reason of failure of equipment to operate or faulty operation of equipment or system. Lessor shall not be held responsible for any direct or consequential damages or losses resulting from the installation. operation or use of the equipment, products or materials fu rnished by Lessor. T • 10. ASSIGNABILITY. Without Lessors prior written consent, Lessee shall not (a) assign, transf er, pledge, hypothecate orotherwise dispose of this lease, the Equipment or any interest therein or(b) subject or lend Equipment or permit it to be used by anyone 1 other than Lessee or Lessee's employees. Lessor may assign this lease or grant a security interest in the Equipment in whole or part without notice to Lessee and Lessors assignee or secured party may then assign this lease or the security agreement without notice to the Lessee. Each such assignee/ or secured party shall have all the rights but none of the obligations of Lessor under this lease. Lessee shall recognize such assignments and/or security agreements and shall not assert against the assignees and/or the secured parties any defense, counter -claim or offset the Lessee may have against Lessor. Notwithstanding any such assignment Lessor warrants that Lessee shall quietly enjoy use of the Equipment subject to the terms and conditions of this lease. Subject to the foregoing, the lease innures to the benefit of and is binding upon the heirs, legatees, personal representatives, successors and assigns of the parties hereto. 11. DEFAULT AND REMEDIES. (A) Lessee shall be in default, if Lessee shalt ' 11) Fail to pay any rent or other amount required herein within ten (10) days after the same becomes due and payable, or tail to make the payments on any other lease or indebtedness of Lessee to Lessor arising independently of this lease, ' (2) Fail to perform or observe according to its terms any covenant contained in this lease, or any other instrument or document executed in connection with this lease; (3) Become insolvent (however delined), cease business as a going concern, make an assignment for the benefit of creditors, cause a petition lor receiver or in bankruptcy to be filed by or against Lessee (including a petition for reorganization or an arrangement); 14) Commit or tail to commit any act which results in jeopardizing the rights of the Lessor or causes the Lessor to deem itself Insecure as to its rights. (B) If the Lessee is in default, Lessor, with or without notice to Lessee shall have the right to exercise concurrently or separately, and without any election of remedies to be deemed made, the following remedies: (1) Elect that the rental payments due hereunder be accelerated and the entire amount of rental be due immediately, (2) Terminate this lease; - (3) Enter upon Lessee's premises and without any court order or other process of law repossess and remove said equipment whether with or without notice to Lessee. Any such repossession shall not constitute a termination of this lease unless Lessor so notifies Lessee in writing and Lessorshall have the right, at its option, to lease the equipment to any other person or persons upon such terms and con- ditions) as Lessor shall determine; (41 Sell the equipment to the highest bidder at public or private sale at which sale Lessor may be the purchaser. In the event either sub -sections (B 3) or (B 4) are exercised, there shall be due from Lessee and Lessee will immediately pay to Lessor the difference between the total amount of rentals to be received from any third person orthe purchase price at said sale,' as the case may be, and the total unpaid rental provided to be paid herein, together with.. the estimated fair market value of the equipment for the original lease termination date. plus all costs and expenses of Lessor in repossessing. releasing. transporting, repair- ing. selling or otherwise handling the equipment. - Lesseeshallpayallcostsincurredinsecuringpossessionof property by Lessor and k costs of reconditioning property. In case suit shall be brought because of the breach of any agreement or obligation contained in this Lease on the part of Lessor or Lessee to t be kept or performed, and a breach shall be established, the prevailing party shall be entitled to recover all expenses incurred therefor, including , reasonable attorney' tees – - . 12. ENTIRE AGREEMENT. THIS INSTRUMENT CONSTITUTES THE ENTIRE AGREE- MENT OF THE PARTIES and neither party shall be bound except in accordance herewith. NO ORAL REPRESENTATIONS OR ASSURANCES shall in any way modify or explain any of the terms and conditions herein. 1' 13. NOTICES AND DEMANDS. Service of all notices under this agreement shall be sent by United States mail, postage thereon prepaid, addressed to the party involved at its respective address herein set forth, or to such other address as the parties may hereafter substitute by written notice. 14_ FILING. Lessee agrees, upon request, to sign any instrument necessary to the filing and recording of this lease agreement or the equipment subject hereto. Lessee further agrees and does hereby appoint Lessor its true and lawf ul attorney to prepare and sign any and all chattel mortgages. security agreements, financing statements. or otherwise in order to ellectuate a lien on the property set forth herein, and to Sign the name of the Lessee with the same torte and ellect as if signed by the Lessee. and to file the same at the proper location or locations. 15. SECURITY DEPOSIT. Any security deposit made hereunder may be applied by Lessor to cure any default by Lessee of any indebtedness to Lessor and Lessee shall promptly restore the security deposit to the full original amount. 16. GENERAL PROVISIONS. Failure of Lessor to enlorce any of its rights shall not con - 'swum a waiver'oi such rights or of any other rigors. Allyaragraph:headings and titles are . for convenience only and shall in no way be held to explain, mod(' y. amplify or aid in the interpretation of the provisions hereof. Subject lathe terms and conditions of this lease. Lessee shall quietly have and enjoy the use of the equipment described durinythe term of this lease without disturbance from Lessor or Irom any one claiming by, through or under Lessor, This lease shall not be binding on Lessor until the same,- signed by Lessee, shall be received and signed by Lessor whereupon it shall become binding on and inure to the benefit of Lessor and Lessee and (heir respective heirs, personal rep- resentatives. administrators and assigns. No ammendment or modification of this lease shall be effective unless in writing and signed as herein provided for the execution of this lease. Lessee shall provide Lessor with such corporate resolutions, opinions of counsel, financial statements and other documents (including UCC financing statements and other documents for tiling or recording) as Lessor shall reasonably request from time to time. If more than one Lessee is named in this lease the liabilities shall be joint and several. Time is of the essence of this lease. If any portion of this con- tract is deemed invalid, it shall not effect the balance of this agreement. This lease agreement shall be governed by and construed in accordance with the laws of the State of Kansas Lessee hereby consents and submits to the jurisdiction of the courts of the State of Kansas for purposes of enforcement of this lease agreement. No cancellation. purchase, termination or renewal option has been given Lessee other than as i5 specified on the face of the lease. DOSS LEASING P.O. BOX 3479 SHAWNEE MISSION, KANSAS 66203 (913) 492-2000 June 18, 1984 CITY OF FAYETTEVILLE 30134 Fayetteville, Arkansas RE: Lease # 72701 Gentlemen: --.sr� _ �� a .._ � _'. _-Is S.... As a condition of your lease agreement with Doss Leasing ( see paragraph n umber 6) you are required to furnish us with minimum insurance. Please contact your insurance agent and order the following forms for this - office: - Certificate of Insurance which names as Additional Insured: DOSS LEASING P. 0. Box 3479 Shawnee Mission, Kansas 66203 w ith limits of liability as follows: $300,000 per occurrence, $300,000 aggreg— ate bodily injury liability and $100,000 aggregate property damage liability. Also provision must be made to notify Additional Insured no less than thirty (30) days of any material alteration of said insurance or cancellation there— of, in writing. - • Loss Payable. Clause naming as Loss Payee: - BOATMEN'S BANK & TRUST P..0 Box. 267 _ Kansas City, Missouri 64141 5,968.93 o n your property insurance in the amount of $ _ which is the e quipment replacement cost. Provision must be made to notify Loss Payee no less than 'thirty (30) days 'of any material alteration of •said insurance or cancellation thereof, in writing. W e thank you in advance for your consideration in this m atter, and antici— pate receipt of the aforementioned froms within thirty days. cc McNair & Associates 201 N. _.East Fayetteville, Arkansas 72701 Sincerely, Nancy Lorence • • • • DOSS LEASING PA. BOX 3479 SHAWNEE MISSION, KANSAS 66203 (913) 492.2000 p E C E f V Z D 20 i^'r4 pat OF FI;YFri�F;' • Mr. Paul R. Noland CITY•,OF FAYETTEVILLE Fayettevi11eYArkansas72701 Dear Mr. Noland: June 18, 1984 Doss Leasing would like to take this opportunity to welcome you to our growing list of customers. Accordingly, we have enclosed an executed copy of your equipment lease. Please review.the lease agreement and if there are any terms of the contract which you do not understand, please contact me d irectly. The remaining payments due on your equipment lease have been assigned to Boatmen's Bank & Trust Company of Kansas City, Missouri. You should be receiving information from them in t he near future regarding your monthly payments. We have also enclosed a request for insurance coverage on your leased e quipment, a copy of which has been forwarded to your insurance company.. We wish to thank you for the opportunity of providing the leasing of this equipment. It has been a pleasure serving you and we look forward to a long and lasting business relationship with your company. Sincerely, DOSS LEASING J ack C. Williams J CW/ksr • • FAYETTEVILLE, ARKANSAS DEPARTMENT OF FINANCE P. 0. DRAWER F 72702 (501) 621.7700 TO: CITY BOARD OF DIRECTORS FROM: STURMAN MACKEY, PURCHASING OFFICERAlkv.----'- EDE HOGUE, AIRPORT MANAGER SUBJECT: LEASE OF A COIN -OP COPIER MACHINE FOR THE DRAKE FIELD AIRPORT DATE: MAY 25, 1984 We have had, in the past several months, three different companies demonstrate their copier machines with a coin -op feature for use at the Airport main terminal building. After thorough review and evaluation of all machines demonstrated, it is the recommendation of the Purchasing Officer and the Airport Manager that the City Board authorize the Mayor and City Clerk to execute a lease/ purchase agreement with Doss & Price leasing of Fayetteville, Arkansas for one Sharp 815 coin -op copier. The Sales Order, Primary Leasing Agreement, and an Amendment to the lease agreement, (Exibit B), are attached for your information. We feel that this is the best machine and offers the features which are necessary to provide security for supplies and payments for copies. The copier wouldbe used by Airport personnel as well as any other person who desired to use the machine using the coin -op feature. A smaller machine was demonstrated by Standard Office Systems of Fort Smith, Arkansas, on the Panasonic Model 2520 with a monthly lease plan. The price was $185.00 per month plus .019 cents for all billable copies over 1,000. If the machine made an average of 5,000 copies per month, the cost per month on this machine would have been $185.00 plus $76.00 for the excess copy charge, plus sales tax, would total $276.66 per month. Roys Office Supply of Bentonville, Arkansas, also quoted a coin -op machine for the Cannon Model NP270 for $250.00 per month plus tax. This machine was also demonstrated and had features that were close to the Sharp 815 but the price was higher than the Doss & Price machine, and we feel that it would be in the best interest to accept the low quotation and machine from Doss & Price.