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<br />MUNICIPAL LEASE-PURCHASE AGREEMENT
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<br />nus MtTh.1CIPAL LEASE-PURCHASE AGREEMENT (hereinafter ref'cnod \0 I. "Agreement") by and between CONSOLIDATED FINANCIAL
<br />RESOURCES, INC., . Texu corporation (hereinafter referred to .. "Lelsm:"), and CITY OF PARIS, . political subdivillion or agency of the State of TexIS
<br />(heminaftcr referred to as '1..esscc").
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<br />WITNESSETII:
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<br />In consideration of the mutual covenants and conditions hereinafter sc:1 forth, the parties hereto lIgrcc as follows:
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<br />1. Term and Payments. Lessor hereby leases to Lusee and Lessee hereby leasCll from Lessor the property described in
<br />Exhibit A hereto (hereinafter, with .ll replacement partl, substitutions, proceeds. increases, additions, ICcessiolUl, repairs and aca:uorics incorporated therein or
<br />affixed thereto, tdcrred to.. the "Property") for the amounts to be paid in the sums (the "Lease Payments") and on the dates (the "Lease Payment Dates") set forth in
<br />Exhibit B hereto. Except IS specifically provided in Section 2 hereof. the obligation of the Lessee to make the Lease Payments called for in Exhibit B hereto shall be
<br />absolute and uncondiuooal in all events and shall not be subject to any sct.off. defense, counterclaim or recoupment for any realm. The tenn of the lease hereunder
<br />shall conuncncc upon the acceptance of poslIcuion of the Property by Lcsaee (or acceptance by Lessee of delivery of the first item of Property if this Agrocmcnt
<br />involvCll multiple items of Property) and shall continue until the end of the Lessee's cum::nt fucal period and thcruftcr for Nch additional fiscal periods aa are
<br />neceuary to complete the anticipated. totalleasc term IS let forth in Exhibit B, unlcs& earlicrtenninated as provided herein. Lcssc:c will evidence its acceptance of the
<br />Property by executing and delivering to Leuor a Certificate of Acceptance (hereinafter so called) in the fonn provided by Lessor.
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<br />2. Renewal and Nonapproprlatlon. lcIsee agrcca: that it will take all ncccasary stcps and maketimelyrcquests for
<br />the appropriation of funds to make all Leue Payments called for under Emibit B and use its best efforts and take allslepl to cause such appropriatiOM to be made. In
<br />the event that (i) funds for the succeeding fiscal period cannot be obtained, (ii) Lessee has exhausted all legally anilabIe means for making the payment called for under
<br />this Agteement, (ill) Lessee has invoked and diligently pursued all legal procedures by which payment called for under this ap:emcnt may be made, (iv) such failure to
<br />obtain funds has notrcsulted. frm1 any act or failure to act of Lessee, (v) Lessee has not acquired, and has no intent to acquire during the subsequent fiscal period, items
<br />of property having functions similar to those of the Property or which provide similar benefits to Lessee, and (vi) no funds have been appropriated for the acquisition
<br />of such property, Lessee may tcnninatethis Agrcc:mcnt at the end of any mcal period during the payment schedule set forth in Exhibit B by giving notice to Lessor or
<br />its successors at least sixty (60) days prior to the first day of such fllcal period for which appropriations cannot be made. Such failure to obtain proper appropriation
<br />and approval of the full amount of funds necessary to make required payments hereunder during any fiscal period subsequent to the CUII'Cllt flSCll period shall terminate
<br />all of Lessee's right, title and intcrclt in and obligations under this Agreement and to aU the Property, effective on the last day of the last fIScal period for which
<br />appropriatioo or approval was properly obtained.
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<br />3. T a xes. In addition to the Lease Payments to be made pursuant to Section 1 h~f, Lessee agrees to indemnify and hold
<br />Lessor hannlcss from and against and to pay Lessor, IS additional rent, on demand, an amount equal to allliceme, assessments. sales, use.:real or personal property.
<br />gross receipts orothc:rtaxCll,1eviCll, imposts, duties or charges, if any, together with any penaltiCll, fines or interest th~ imposed againlt or on Lessor, Lessee or the
<br />Property by any governmental authority upon or with respect to the Property or the p\ttChasc, ownership, rental, possession, operation. return. or sale of, or receipt of
<br />payments for, the Property, except any Federal or state income taxes, if any, payable by Lessor. Lessee. may contest any such taXCll prior to payment provided such
<br />contest docs not involve any risk of sale, fcnfeiture OJ: 1051 of the Property or any interest therein..
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<br />4, Lessee's Covenants and Representations. Lesscc covMl.nts and rcprescnts as follows;
<br />(a) Lessee represents, and will provide an opinion of its counsel to the effect that, it has full power and authority to enter into this
<br />Agreement which hat been duly authorized. exceuted.. and delivered by Lessee and is a valid and binding obligation of Lessee enforceable in accordance with its terms,
<br />and all requirements for execution, delivery and performance of this Ag:rccmO'lt have been, or will be, complied with in a timely manner;
<br />(b) All paymO'lts hereunder have been, and will be, duly authorized and paid when due out of fund. then on hand and legally
<br />available for such purpc>>e; Lessee will, to the extent pennitted by State law and other terms and conditions of this agr=ment, include in its budget for each successive
<br />f1l(:al period during the tcnn oflhis Agreement a sufficient amount to permit Lessee to discharge all its obligations hereunder, and. Lessee hll budgeted and available
<br />for the current flSCll period suff1cient funds to conply with its obligations hereunder,
<br />(c) There &Ie no pending or threatened lawsuits or administntive or other proceedings contesting the authority for, authorization or
<br />pc.dormance of, or expendituIC of funds pursuant to, this Agreement;
<br />(d) Infonnation supplied and statements made by Lessee in any financialstat.cmcnt or cunent budget prior to or contemporaneously
<br />with this Agreement are true and co=t;
<br />(e) Lessee has an immediate need for, and expects to make immediate use of, substantially all the Property, which need is not
<br />temporary or expected to diminish in the foreseeable future; specifically, Lessee will not give priority or parity in the appropriation of funds for the acquisition or we
<br />of any additional property for purposes or functions similar to those of the Property;
<br />(0 There are no CircumstanCCll pta:cntly affecting the Lessee that could relsooably be expected to alter its foreseeable need for the
<br />Property or adversely affect its ability or willingness to budget funds for the payment of sums due hereunder; and
<br />(g) Lessee's right to tenninate this Agreement IS specified in Section 2 hereof was not an independently bargained for consideration,
<br />but was included solely for the ptIIpOSe of canplying with the requirements of the laws of the State in which Lessee is located.
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<br />s. Use and Licenses. Lessee ahall pay and discharge all operating expenses arid shall cause the Property to be operated by
<br />competent persons only. Lessee shan use the Property only for its properpuzposcs and will not install, use., operate or maintain the Property improperly. carclessly. or
<br />in violation of any applicable taw, ordinance, rule or regulation of any governmental authority, or in a manner contrary to the nature of the Property or the use
<br />contemplated. by its manufacturer. Lessee shall keep the Property at the location atated on the Certificate of Acceptance executed. by Lessee upon delivery of the
<br />Property until Lessor in writing pc:nnits its removal, and the Property ahall be used solely in the conduct of the Lessee's operations, Lessee .hall obtain, at its expense,
<br />all registrations, pencits and licenca, if any, required by law for the installation and operation of the Property, Arty license plates used on the Property shall be issued
<br />in the name of the Lessee. Ifa certificate of title is issuable with resped. to the Property, it shall be dclivc.rcd to the Lessouhowing the interest of the Lessor.
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<br />6. M a I n ten a n c e. Lessor shall not be obligated to make any repairs or replacements. At its own expense, Lessee shall sClYice, rqMir
<br />and maintain the Property in IS good condition. repair. appearance and wolking order as when delivered to Lessee hereunder, ordinary wear and tear from proper use
<br />alone excepted. and shall replace any and all parts thereof which may from time to time become worn out, last, stolen, destroyed, or damaged beyond repair or
<br />rendered unfit for intended use, for any reason whatsoever, all of which replacements shall be free and clear of alllims, encumbrances and claims of others and shall
<br />become part of the Property and subject to this AgrecmenL Lessor may, at its option, discharge such casu, expenses and insurance premiums necessary for the repair,
<br />maintenance and preservation of the Property, and all sums so expended shan be due from Lessee in addition to rental payments hereunder.
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<br />7. Alterations.
<br />(a) Lessee may, at its own CJl.pense, inStln or place in or on, or attach or afftx to, the Property such equipment or accessoricc al may
<br />be necessary or convenient to use the Property for its inlendcd purposes provided that Nch equipment or accessories do not impair the value or utility of the Property,
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<br />MUNICIPAL lEASE.PURCHASE AGREEMENT
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<br />PAGE 1
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<br />EXHIBIT A
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