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<br />A
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<br />EQUIPMENT LEASE-PURCH. E AGREEMENT
<br />Lessee: (Name and Address)
<br />City of Paris
<br />50 West Hickory
<br />
<br />Pnris. 'I'X 75460
<br />
<br />Lessor agrees to lease to Lessee and Lessee agrees to lease from
<br />Lessor the Equipment described in any Schedule A now or hereafter
<br />attached hereto ("Equipment") in accordance with the following terms
<br />and conditions of this Equipment Lease-Purchase Agreement
<br />("Leaso").
<br />
<br />1. TERM. This Lease will become effective upon the execution hereof
<br />by Lessor. The term of this Lease will commence on the date the
<br />Equipment Is accepted pursuant to Section 3 hereunder and. unless
<br />earlier terminated as expressly provided for in this Lease, will continue
<br />until the expiration date (the "Expiration Date") set forth in Schedule
<br />A attached hereto (the "Lease Term").
<br />
<br />2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease
<br />Payments, including the interest portion, equal to the amounts specified
<br />in Schedule A. The Lease Payments will be payable withoul notice or
<br />demand at the office of Lessor (or such olher place as Lessor or its
<br />assignee may from time to time designate in writing), and will commence
<br />on the first Lease Payment Date as set forth in Scheduie A and
<br />thereafter on the subsequent dates set forth in Schedule A. Any
<br />payments received laler than ten (10) days from the due date will bear
<br />interesl at the highest lawful rate from the due date. Except as
<br />specifically provided in Section 6 hereof, the obligalion of Lessee to
<br />make the Leasa Payments hereunder and perform all of its other
<br />obligations hereunder will be absolute and unconditional in all events
<br />and will not be subject to any seloff, defense, counterclaim. or
<br />recoupment for any reason whatsoever including, without limitation,
<br />any failure of the Equipmenl to be delivered or installed, any delects,
<br />malfunctions. breakdowns or infirmities in the Equipment or any
<br />accident. condemnation or unforeseen circumstances. Lessee
<br />reasonably believes that funds can be obtained sufficient 10 make all
<br />Lease Payments during the Lease Term.sRit ~9r9b',.' (leVeRant" tl:l:lt
<br />It ':.iII Eta all things la"Jfully '/:ithiR ill: po...gr to obtaiR. m:aintilir::l ~n~
<br />proporly r9quor1 ,nli P'lfillft ftrnliro fr^,n whi,..h tho I O~~A P~)'mtlonts
<br />m8) he "'BEt8, iRaluEtiAg ~akiAg pro"itiQnr tor 'ru,.h p~ymAnfC! In .t,e
<br />8)~8At ..?.......r-f?'Y In ft;:r,,..h h, ,liSle! ~..hn"li"oli fnr Iho p..rpnC!ft nf nhf~ining
<br />fl:II,dlu9, t:t5inS its ~8AB fiEte tled gffo1r- tn h~\lO C!1I,..h pnrtinn nf the
<br />budge' appra\'eEt aAd 9xhauttiAQ ,I, ?"..i1ablo nliminiC!fr~livtlo rtloViAWS
<br />a..eI B,,~etl18 i... the 8.8ftt stteh paFtiefl af the budget is Ret Bf1JHQ"OO.
<br />It Is Lessee's intent to make Lease Payments for the full Lease Term
<br />If funds are legally available therefor and in thaI regard Lessee
<br />represents that the use of the Equipment is essential 10 its proper,
<br />efficient and economic operation. Lessor and Lessee understand and
<br />intend that the obligation of Lessee to pay Lease Payments hereunder
<br />shall constitute a current expense of Lessee and shall not in any way
<br />be construed to be a debt of Lessee in contravention of any applicable
<br />constitutional or statutory limitation or requirement concerning the
<br />creation of indebtedness by Lessee, nor shall anything contained herein
<br />constitute a pledge of the general tax revenues, funds or monies of
<br />Lessee,
<br />3. DELIVERY AND ACCEPTANCE. Lessee. or iI Lessee so requests.
<br />Lessor, will cause tha Equipment to be delivered to Lessee at the
<br />location specified in Schedule A ("Equipment Location"). Lessee will
<br />pay all transportation and other costs, if any, incurred in connection
<br />with the delivery and Installation of the Equipment. Lessee will accept
<br />the Equipment as soon as It has been delivered and inspected. Lessee
<br />will evidence its acceptance of the Equipment by executing and
<br />delivering to Lessor a Delivery and Acceptance Certificate (in the form
<br />provided by Lessor) upon delivery of Ihe Equipment.
<br />
<br />4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and
<br />agrees that the Equipment is of a size, design and capacity selected
<br />by Lessae, that Lessor Is neither a manufacturer nor a vendor of such
<br />equipment, that LESSOR LEASES AND LESSEE TAKES THE
<br />EQUIPMENT AND EACH PART THEREOF "AS.IS" AND THAT
<br />LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY
<br />825689 Rev. 8-90
<br />
<br />Lease No. 10987
<br />
<br />Lessor: (Name and Address)
<br />
<br />Associates Commercial Corooration
<br />
<br />300 E. John Carpenter Freewav
<br />
<br />Irvinq, TX 75062
<br />
<br />REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR
<br />iMPLIED, WITH RESPECT TO THE MERCHANTABILITY,
<br />CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION,
<br />FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY
<br />RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE
<br />PURPOSES AND USES OF~' SEE, OR AS TO THE ABSENCE OF
<br />LATENT OR OTHER ECTS, WHETHER OR NOT
<br />DISCOVERABLE, OR . TO THE ABSENCE OF ANY
<br />INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT,
<br />OR AS TO ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT
<br />OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT
<br />OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
<br />RESPECT THERETO, IT BEING AGREED THAT ALL RISKS
<br />INCIDENT THERETO ARE TO BE BORNE BY LESSEE AND LESSOR
<br />SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL,
<br />CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO LESSEE OR
<br />ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN
<br />CONNECTION WITH THE USE OR PERFORMANCE OF THE
<br />EQUIPMENT AND THE MAINTENANCE THEREOF. Lessor hereby
<br />assigns to Lessee during the Lease Term, so long as no Event of Default
<br />has occurred hereunder and is continuing, all manufacturer's
<br />warranties, if any, expressed or implied with respect to the Equipment,
<br />and Lessor authorizes Lessee to obtain the customary services
<br />furnished in connection with such warranties at Lessee's expense.
<br />Lessee's sole remedy for the breach of any such manufacturer's
<br />warranty shall be against the manufaclurer of the Equipment, and not
<br />against Lessor. Lessee expressly acknowledges that Lessor makes,
<br />and has made, no representations or warranties whatsoever as to the
<br />existence or the availability of such warranties of the manufacturer of
<br />the Equipment.
<br />
<br />5. RETURN OF EQUIPMENT. Unless Lessee shall have exerci.sed
<br />its purchase option as provided in Section 20 hereof, upon the expiration
<br />or earlier termination of this Lease pursuant to the lerms hereof, Lessee
<br />shall. at its sole expense but at Lessor's option, return the Equipment
<br />to Lessor to any location in the continental United States designated
<br />by Lessor.
<br />6. NON.APPROPRIATlON OF FUNDS; NON-SUBSTITU-
<br />TION. Notwithstanding anything contained in this Lease to the contrary,
<br />in the event no funds or insufficient funds are appropriated and
<br />budgeled or are otherwise unavailable by any means whatsoever In
<br />any fiscal period for Lease Payments due under this Lease, Lessee
<br />will immediately notify Lessor or its assignee in writing of such
<br />occurrence and this Lease shall terminale on the last day of the fiscal
<br />period for which appropriations have been received or made without
<br />penalty or expense to Lessee, except as to (i) the portions of Lease
<br />Payments herein agreed upon for which funds shall have been
<br />appropriated and budgeted or are otherwise available and (Ii) Lessee's
<br />other obligations and liabilities under this Lease relating to, or accruing
<br />or arising prior to. such termination. In the event of such termination,
<br />Lessee agrees to peaceably surrender possession of the Equipment
<br />to Lessor or its assignee on the date of such termination in the manner
<br />sel forth in Section 5 hereof and Lessor will have all legal and equitable
<br />rights and remedies to take possession of the Equipment.
<br />Notwithstanding the foregoing, Lessee agrees (i) that It will nol cancel
<br />this Lease and this Lease shall not termlnata under tha provisions of
<br />this Section if any funds are appropriated to it, or by iI, for the acquisition,
<br />retention or operation of the Equipment or other equipment or services
<br />performing functions similar to the functions of the Equipment for the
<br />fiscal period in which such termination would have otherwise occurred
<br />or for the next succeeding fiscal period, and (Ii) that it will not during
<br />Ihe Lease Term give priority in the application of funds to any other
<br />functionally similar equipmenl or 10 services performing functions similar
<br />to the functions of the Equipment. This section will not be construed
<br />so as to permit Lessee to terminate this Lease In order to purchase,
<br />lease, rent or otherwise acquire the use of any other equipment or
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