14367• ORDINANCE NO. 14,367 •
128
AN ORDINANCE AUTHORIZING A LEASE PURCHASE AGREE-
MENT BETWEEN THE CITY OF LITTLE ROCK, ARKANSAS AND
ALLIED TELECOMMUNICATIONS SYSTEMS, INC.; AND
DELCARING AN EMERGENCY.
WHEREAS, the City of Little Rock, Arkansas (the "City ")
desires to acquire a communications system for use by the City
Advertising and Promotion Commission in connection with its
advertisement and promotion of the City; and
WHEREAS, the City has determined to accomplish such
acquisition by entering into a Lease Purchase Agreement between
the City and Allied Telecommunication Systems, Inc. (the "Lease
Purchase Agreement "); and
WHEREAS, a copy of the Lease Purchase Agreement has been
presented to and is before this meeting;
NOW, THEREFORE, BE IT ORDAINED by the Board of Directors
of the City of Little Rock, Arkansas:
Section 1. That there is hereby authorized the
execution and delivery of the Lease Purchase Agreement, and the
Mayor is hereby authorized to execute and deliver the Lease
Purchase Agreement for and on behalf of the City. The Lease
Purchase Agreement is hereby approved in substantially the form
submitted to this meeting.
Section 2. That all ordinances, resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict.
Section 3. That there is hereby found and declared to
be an immediate need for the acquisition of a communications
system for use by the City Advertising and Promotion Commission in
advertising and promoting the City and the Lease Purchase
Agreement authorized hereby is immediately necessary for the
accomplishing of such public purpose. It is, therefore, declared
that an emergency exists and this Ordinance being necessary for
the immediate preservation of the public peace, health and safety
shall be in force and effect immediately upon and after its
passage.
PASSED: December 21, 1982
APPROVEV.
i / /i
Mayor
ATTEST:
ity C1
(SE L)
•LEASE PURCHASE AGREEMENIO
This Lease /Purchase contract made in Arkansas between Allied
Telecommunication Systems, Inc. ( "ALLIED "), a subsidiary of Southern
Telephone Supply Company and the City of Little Rock, Arkansas ( "City "),
Markham and Broadway, Little Rock, Arkansas 72201. The reason for this
Contract is that the City wishes a lease /purchase payment schedule for certain
equipment acquired from Allied and its installation, as described on Attachment
1 hereto, for use by the City's Advertising and Promotion Commission
( "Commission "). This Lease Purchase Agreement supersedes and replaces a
Lease Purchase Agreement executed by the Commission on August 19, 1982,
which prior Agreement is hereby cancelled.
1) WHAT ALLIED WILL DELIVER AND INSTALL:
Allied promises to deliver to City a communications system
consisting of equipment described on Attachment 1 to this Contract. Allied will
deliver that equipment to the following address:
SAME AS ABOVE AND MARKHAM /MAIN, LITTLE ROCK, ARKANSAS
and install it there and train Commission's employees in the use of the system.
Allied shall furnish all the necessary cable, wire and hardware for installation
of the system (but the cost of concealing wires, furnishing or installing rigid
or flexible conduit or wiremold or the extra cost attributable to having to have
the installation made by a contractor other than Allied's contractor is not
included in the purchase price.)
2) HOW CITY WILL PAY FOR EQUIPMENT; SPECIAL OBLIGATION
In consideration of the installation and delivery of the system
(equipment) to the City, City covenants and agrees to pay to Allied the sum of
Sixty -One Thousand Nine Hundred Ninety -One and 10 /100 ($61,991.10) Dollars,
of which $5,200.56 has been paid, and of which $1,821.10 represents sales
taxes, payable as follows:
The sum of $1,300.14 per month beginning January 1, 1983 and
continuing with a like sum on the 1st day of each succeeding month
thereafter until the lease purchase price is paid in full.
Allied and City agree, and City represents, warrants and covenants, that
City has incurred an obligation to pay interest at the rate of ten percent (100)
per annum, and that a portion of each payment made by City hereunder shall
represent and be paid as interest as set forth on Attachment 2 hereto.
The obligations Aity hereunder are not generaTobligations of City, but
are special obligations payable solely from revenues derived from City's 2%
gross receipts tax levied by City upon the gross receipts or gross proceeds
derived from furnishing, within the boundaries of City, hotel or motel
accommodations and upon the gross receipts or gross proceeds of restaurants
and similar establishments located within the boundaries of City, which tax has
been levied pursuant to Act No. 185 of the Acts of Arkansas of 1965, as
amended, subject to all prior and outstanding pledges of such revenues. The
obligations of City hereunder do not constitute an indebtedness of City within
any Constitutional or statutory limitation.,
3) CITY'S GRANT OF SECURITY INTEREST:
City hereby grants to Allied a security interest in all the
equipment described in Attachment 1 hereto (the Equipment) and agrees to
execute whatever other papers Allied desires in order to perfect Allied's
security interest.
4) The said system (equipment) shall be and remain the absolute
property of Allied until the covenants and agreements herein contained shall
have been fully complied with, and at that time, full title to said system
(equipment) shall be and become vested in City.
5) TWELVE MONTH WARRANTY:
What Warranty Allied Gives - Allied warrants that the equipment
it installs will not have any defects in it and that the installation will be
correctly performed. This warranty lasts for twelve (12) months from October
15, 1982. That twelve (12) months constitutes the "Warranty Period" and if
Allied receives notice of such defects or deficiencies within that Warranty
Period, then Allied will repair the component (or, at Allied's option, replace it)
or redo the faulty installation.
What The Warranty Does Not Cover - This warranty does not
cover anything except what is described in the preceding paragraph, and .the
remedies described in that Paragraph are City's exclusive remedies. Allied
cannot be responsible for the acts, mistakes or omissions of others over which
it has no control. Consequently, the Warranty does not apply where there has
been any mishandling, abuse, misuse, or improper storage, installation,
maintenance or operation by anyone other than Allied or Allied's agents. The
Warranty also does not apply if City or someone else other than Allied has
altered or repaired the equipment. Moreover, the Warranty does not apply to
-2-
equipment which has At damaged by fire, explosion,19ower failure or any act
of nature. The Warranty covers only defects brought to Allied's attention
within the Warranty Period. Service or replacement under this Warranty does
not extend the Warranty Period
What City Must Do To Get Service Under The Warranty - City
must contact Allied's offices immediately upon discovering anything wrong with
the equipment or its installation and describe what is wrong.
What Warranties Are Not Given - The twelve (12) month
warranty set forth above is the sole warranty extended to City and describes
City's exclusive remedies under that Warranty. Therefore, ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE
EXPRESSLY EXCLUDED.
What Damages Cannot Be Recovered - ALLIED SHALL NOT BE
LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WHATSOEVER
BEFORE OR AFTER INSTALLATION. Without limiting the generality of the
foregoing, Allied will not be liable for loss of use or loss of business.
6) CITY'S OBLIGATIONS
In addition to the obligations the law already imposes, City has
certain other responsibilities under this Contract:
a) Keep Up Maintenance - City will keep the Equipment
repaired, cleaned and in proper operating condition at all times.
b) Insure the Equipment - City will, at its own expense,
insure the Equipment against loss or damage by fire and extended coverage,
theft, burglary, pilferage, bodily injury and such other risks as Allied may
require with insurance companies satisfactory to Allied. Such insurance shall
provide for payment to Allied of proceeds as Allied's interests may appear. All
such policies will provide for ten days written notice to Allied in the event of
cancellation. City will, upon execution of this Agreement, and at such other
times as Allied may request, produce satisfactory evidence of such insurance.
If City fails to purchase or continue insurance, Allied may purchase such
insurance and City shall pay such amounts to Allied on demand with interest at
ten (10%) percent per annum, or Allied may, at its option, add the premiums to
the amount due from City and secured by this Agreement.
-3-
C) Pay txes - City must pay all taxes connected with the
equipment, its sale and installation, and will make due and timely payment or
deposit of all taxes, assessments, or contributions required by law which may
be lawfully levied or assessed with respect to any of the Equipment and will
execute and deliver to Allied, on demand, appropriate certificates attesting to
the timely payment or deposit of all such taxes, assessments or contributions.
d) Obey The Law - City will use the Equipment for lawful
purposes only, and with all reasonable care and caution, and in conformity with
all applicable laws, ordinances and regulations.
e) Obtain Consents - The Equipment is now and shall be and
remain personal property, notwithstanding the manner in which the Equipment
or any part thereof shall be now or hereafter affixed, attached or annexed to
real estate. City will obtain and deliver to Allied such instrument(s) requested
by Allied pursuant to which any person with an interest in any real estate upon
which any part or all of the Equipment is now or may hereafter be located,
consents to the security interest granted herein, disclaims any interest in the
Equipment as fixtures, waives in favor of Allied all right to distrain or levy
upon the Equipment for rent due or to become due from the undersigned, and
authorizes Allied to enter upon any premises of the undersigned at any time
and to remove the Equipment.
f) Give Notice To Operating Telephone Company - City must
provide a letter to its operating telephone company designating Allied to handle
customer service.
g) Cooperate in Installation - City must cooperate in every
reasonable way in delivery and installation of the equipment. That cooperation
includes (but is not limited to): (i) making the premises available when the
equipment is ready to install, (ii) approving installation plans promptly after
Allies: supplies them to City, (iii) obtaining consent from City's landlord or the
Building Owner to install the equipment and to assist Allied in obtaining any
other necessary approvals and permits, and (iv) supplying at City's expense as
many grounded 110V -60 Cycle A.C. outlets as required to power the equipment.
h) Sign Security Interest Papers - City conveys to Allied a
security interest in the equipment until City completes payments under this
Contract, and Allied reserves that interest. City will sign all papers necessary
for Allied to perfect and continue that security interest.
ME
M `` r M M M MM M M M M M MM
i) Pa tility Charges - City must Py all utility charges,
including, but not limited to - charges for trunks, tie lines, and required
supporting interconnecting devices.
7) MISCELLANEOUS PROVISIONS:
The laws of Arkansas shall govern this Contract, performance
hereunder, and the rights, obligations and liabilities of the parties to this
Agreement, except Arkansas' conflict of laws provisions shall not apply to
require reference to the laws of another state.
Notices required or contemplated by this Agreement may be given by
certified U.S. Mail, postage prepaid, return receipt requested, to the addresses
set forth herein.
In case Allied is delayed beyond the dates estimated herein, if any, due to
causes beyond its control, Allied will not be in breach of this Contract. But,
if that delay persists for more than six months after the month the delay
began, either party may cancel the remainder of the Contract, and City may
get all its money paid back, less any costs incurred by Allied in attempting to
fulfill its obligations under the contract, upon return to Allied in good condition
of all equipment delivered. (However, City shall have no right to cancel or
recover amounts paid if it contributed to the delay.) Without limiting the
generality of the foregoing, the following occurrences shall be deemed beyond
Allied's control: failure of supplies, act of any government or government
agent (whether or not authorized), governmental regulation, allocations,
priorities, wars, rebellions, strikes, labor shortages, riots, fires, floods, fuel
shortages, explosions, acts of God, and failures of transportation. This
paragraph specifies the parties' exclusive remedy for Allied's delay, and Allied
will in no event be responsible for incidental or consequential damages resulting
from its delay.
If Allied employs lawyers to collect amounts due from Commission under
this Contract, then City will pay all costs of collection, including reasonable
attorneys' fees and expenses and court costs.
This Contract prescribes the exclusive remedies of the parties, and Allied
shall in no event be liable for incidental or consequential damages.
Allied may delegate any part of its performance to subcontractors of its
choosing, but Allied authorizes no subcontractor to add to or change its
obligations under this Contract. In any event, Allied will be responsible to
City under this Contract.
-5-
Allied will perform• the installation in a neat and workmanlike manner, but
City understands and agrees that the installation of the system sold hereunder
may necessarily and unavoidably result in damage to City's premises. City
agrees that Allied and. its agents and employees will not be responsible for the
repair of any damage to City's premises resulting from the installation of this
system not resulting from Allied's negligence.
City will assert no claims or defenses it may have against Allied or against
Allied's assignee, except those granted in this Agreement, it being understood
that Allied may assign its rights to an assignee of its choice.
City shall have all of the rights and remedies before or after default
provided in Article 9 of the Uniform Commercial Code in force in Arkansas at
the date of this Agreement, and in connection with, addition to, or substitution
for those rights, City shall be entitled to notification of the date before which
as well as after which any disposition by private proceedings is to occur after
default, where notification is required by statute.
The law governing this secured transaction and performance hereof and all
rights arising hereunder shall be that of the State of Arkansas in force at the
date of this Agreement, except that the Conflict of Laws' rules of Arkansas
shall not require reference to the laws of any other state.
8) WHAT ALLIED MAY DO ON DEFAULT
If City shall fail to make any payment when due under this
Agreement or to comply with any duty placed on City by this Agreement, or if
City shall become unable to meet its obligations when due or not have a positive
net worth, or become insolvent or enter into an assignment for benefit of
creditors, or if any proceedings are instituted by or against City under the
provisions of any State insolvency law or for the appointment of a Receiver for
City or if City shall make an assignment for the benefit of creditors, or shall
become insolvent, or in the event of loss, theft, damage, waste, destruction,
sale or encumbrance of any of the Equipment or the making of any levy,
seizure or attachment thereof, or of the failure of City to perform any covenant
herein, or any actions by City inconsistent with or in violation of the terms of
this Agreement or which endanger the safety or integrity of the Equipment
herein or the security interest of Allied, or in the event of death, dissolution,
or termination of existence of City, then in any such event, City shall be
deemed to be in default hereunder, and thereupon all sums secured hereby
rea
shall become immediately due and payable at Allied's option without notice to
City, and Allied may proceed to enforce payment of the same and to exercise
any or all of the rights and remedies provided by the Uniform Commercial Code
of Arkansas, as well as all other rights and remedies of Allied; and in
conjunction with, addition to, or substitution for, those rights, at Allied's
discretion, Allied may enter upon City's premises to take possession of,
assemble and collect the Equipment, or to render it unusable, and remedy any
default in any reasonable manner without waiving the default remedied and
without waiving any other prior or subsequent default, and give any notice or
notification to City required by the Uniform Commercial Code by mailing such
notice, postage prepaid, at least five days before the event, if any, which is
the subject of the notice, to City's address as it appears at the end of this
Agreement; Allied may incur reasonable attorney's fees and legal expenses in
exercising any of its rights and remedies upon City's default, which shall
become part of its reasonable expenses of retaking, holding, preparing for sale
and the like, and which City agrees to pay.
Upon default, City shall assemble the Equipment and make it available to
Allied at a place reasonably convenient to both parties; reasonable notices shall
be satisfied if such notice is mailed postage prepaid to the address of City
shown at the end of this Agreement at least five days before the time of the
sale of disposition.
City shall be liable for any deficiency after application of the proceeds of
the Equipment to the obligation.
9) COMMISSION TO PERFORM
Commission shall have the right and responsibility to perform all
covenants and obligations of City hereunder
City acknowledges receipt of a copy of this Contract with all blanks filled
in.
-7-
CITY OF LITTLE ROCK, ARKANSAS
BYZ
Date:
ALLIED TELECOMMUNICATION SYSTEMS,
INC.
BY
TITLE
Date:
ACCEPTED:
CITY ADVERTISING AND PROMOTION
COMMISSION OF THE CITY OF LITTLE
ROCK, ARKANSAS
m
Date:
ITEM
3
4
5
6
8
4
10
li
12
13
14
15
15
17
18
allied
telecommunication
systems
CONTRACT FOR DELIVERY AND INSTALLATION OF TELEPHONE SYSTEM
EQUIPMENT SCHEDULE
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