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<br />EQUIPMENT LEASE-PURCHASE AGREEMENT
<br />
<br />Lease No. 32868
<br />
<br />Lessee: (Name and Address)
<br />City of Paris
<br />150 S .E. First
<br />Paris, IX 75460-0000
<br />
<br />Lessor: (Name and Address)
<br />Associates Commercial Corporation
<br />300 E. Carpenter Frwy
<br />Irving, IX 75062
<br />
<br />Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in Schedule A. now or hereafter
<br />allached hereto, and all replacements, repairs, restorations, modifications and improvements thereof or hereof ("Equipment") in
<br />accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement ("Lease").
<br />
<br />1. TERM. This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on
<br />the Commencement Date set forth in Schedule B allached hereto and, unless earlier terminated as expressly provided for in this
<br />Lease, will terminate on the Termination Date set forth in Schedule B allached hereto (the "Lease Term").
<br />
<br />2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, in lawful money
<br />of the United States of America, equal to the amonnts specified in Schedule B. The Lease Payments will be payable without notice
<br />or demand at the office of Lessor (or such other place as Lessor or its assignee may from time to time designate in writing), and
<br />will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on the subsequent dates set forth in
<br />Schedule B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the
<br />due date. As set forth on Schedule B, a portion of each Lease Payment is paid as, and represents payment of, interest. Except as
<br />specifically provided in Section 6 hereof, the obligation of Lessee to make the Lease Payments hereunder and perform all of its
<br />other obligations hereunder will be absolute and unconditional in all events and will not be subject to any setoff, defense.
<br />counterclaim, abatement, deduction or recoupment for any reason whatsoever including, without limitation, any failure of the
<br />Equipment to be delivered or installed, any defects, malfunctions, breakdowns or infirmities in the Equipment or any accident,
<br />condemnation or unforeseen circumstances. Lessee reasonably believes that funds can be obtained sufficient to make all Lease
<br />Payments during the Lease Term. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally
<br />available therefor and in that regard Lessee represents that the use of the Equipment is essential to its proper, efficient and
<br />economic operation. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments hereunder shall
<br />constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any
<br />applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness of Lessee, nor shall
<br />anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee.
<br />
<br />3. DELIVERY AND ACCEPTANCE. Lessee shall order the Equipment, cause the Equipment to be delivered and installed
<br />at the location specified on Schedule A ("Equipment Location") and pay any and all delivery and installation costs in connection
<br />therewith. Lessee will accept the Equipment as soon as it has been delivered and inspected. Lessee will evidence its acceptance of
<br />the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate (in the form provided by Lessor) upon
<br />delivery of the Equipment.
<br />
<br />4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and agrees that the Equipment is of a size, design and capacity
<br />selected by Lessee, that Lessor is neither a manufacturer nor a vendor of such equipment, that LESSOR LEASES AND LESSEE
<br />TAKES TIffi EQUIPMENT AND EACH PART TIffiREOF "AS-IS" AND THAT LESSOR MAKES NO REPRESENTATION,
<br />WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO TIffi CONDITION, QUALITY,
<br />DURABILITY, VALUE, DESIGN, OPERATION, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR
<br />USE OF TIffi EQUIPMENT IN ANY RESPECT WHATSOEVER OR AS TO THE ABSENCE OF LATENT OR OTIffiR
<br />DEFECTS, WHETIffiR OR NOT DISCOVERABLE, OR AS TO TIffi ABSENCE OF ANY INFRINGEMENT OF ANY
<br />PATENT, TRADEMARK OR COPYRIGHT, OR AS TO ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT OR
<br />ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR
<br />IMPLIED, WITH RESPECT TIffiRETO. RISKS INCIDENT TIffiRETO ARE TO BE BORNE BY LESSEE AND, IN NO
<br />EVENT SHALL LESSOR BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR
<br />OTIffiR DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION
<br />
<br />TXLease
<br />Rev.06/24/99
<br />
<br />EXHIBIT A
<br />
<br />05/04/00
<br />
<br />1:01 PM
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