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<br />EQUIPMENT LEASE-PURCHASE AGREEMENT
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<br />Lease No, 26058
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<br />Lessee: (Name and Address)
<br />City of Paris
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<br />135 First Street S. E.
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<br />Paris, Tx 75460
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<br />Lessor: (Name and Address)
<br />Associates Commercial Corporation
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<br />300 E. John Carpenter Freeway
<br />Irving, TX 75062
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<br />Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in any
<br />Schedule A now or hereafter attached hereto C'Equipment'1 in accordance with the following terms and conditions
<br />of this Equipment Lease-Purchase Agreement C'Lease").
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<br />1. TERM. This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will
<br />commence on the date the Equipment is accepted pursuant to Section 3 hereunder and, unless eartier terminated
<br />as expressly provided for In this Lease, will continue until the expiration date (the "Expiration Datei set forth in
<br />Schedule A attached hereto (the "Lease Termi.
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<br />2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion,
<br />equal to the amounts specified in Schedule A. The Lease Payments will be payable without notice or demand at
<br />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 A and thereafter on the subsequent dates
<br />set forth in Schedule A. Any payments received later than ten (10) days from the due date will bear interest at the
<br />highest lawful rate from the due date. Except as specifically provided in Section 6 hereof, the obligation of Lessee
<br />to make the Lease Payments hereunder and perform all of its other obligations hereunder will be absolute and
<br />unconditional in all events and will not be subject to any setoff, defense, counterclaim, or recoupment for any
<br />reason whatsoever including, without limitation, any failure of the Equipment to be delivered or installed, any
<br />defects, malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforeseen
<br />circumstances. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments
<br />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,
<br />efficient and economic operation. Lessor and Lessee understand and intend that the obligation of Lessee to pay
<br />Lease Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to
<br />be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement
<br />conceming the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the
<br />general tax revenues, funds or monies of Lessee.
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<br />3. DELIVERY AND ACCEPTANCE. Lessee, or if Lessee so requests, Lessor, will cause the Equipment to be
<br />delivered to Lessee at the location specified in Schedule A ("Equipment Location'l Lessee will pay all
<br />transportation and other costs, if any, incurred in connection with the delivery and installation of the Equipment.
<br />Lessee will accept the Equipment as soon as it has been delivered and inspected. Lessee will evidence its
<br />acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate (in the
<br />form provided by Lessor) upon delivery of the Equipment.
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<br />4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and agrees that the Equipment is of a size, design
<br />and capacity selected by Lessee, that Lessor is neither a manufacturer nor a vendor of such equipment, that
<br />LESSOR LEASES AND LESSEE TAKES THE EQUIPMENT AND EACH PART THEREOF "AS-IS" AND THAT
<br />LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR
<br />COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY,
<br />DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY
<br />RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE,
<br />OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS
<br />TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, OR AS TO
<br />ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION,
<br />WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT
<br />THERETO, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE AND
<br />LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR
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<br />Psge: 1 of 7
<br />Document: I_sagr.doc rev.0397
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