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2000-071-RES AUTHORIZING THE EXECUTION OF A LEASE RESOLUTION NO. 2000-071 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, AUTHORIZING THE EXECUTION OF A LEASE PURCHASE AGREEMENT FOR THE ACQUISITION OF A 2000 GC- F78042 REAR LOADER AND A MCNEILUS METROPAK 20 STANDARD COMPACTION REAR LOADER FOR USE IN THE SANITATION DIVISION OF THE PUBLIC WORKS DEPARTMENT; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Paris did heretofore, on the 16th day of September, 1998, in Ordinance No. 98-050, authorize the purchase of one new rear-loading trash compactor truck for use in the Sanitation Division of the Public Works Department, and, WHEREAS, the City Council of the City of Paris did heretofore, on the 1st day of July, 1999, in Resolution No. 99-082, approve the purchase of said trash compactor truck through the Houston-Galveston Area Council of Governments and authorize the City Manager to execute a purchase order for a 1999 GC-F78042 Rear Loader and a McNeilus Metropak 20 Standard Compaction Rear Loader for a total purchase price of $79,021.69, not including interest thereon; and, WHEREAS, the form of the Equipment Lease Agreement with Associates Commercial Corporation for the purchase of a 2000 GC-F78042 Rear Loader and a McNeilus Metropak 20 Standard Compaction Rear Loader, in the amount of $79,021.69, plus $13,303.91 in interest for a total purchase price of $92,325.60, attached hereto as Exhibit A, should, in all things, be approved, and the City Manager, Michael E. Malone, should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS: Section I. That the findings set out in the preamble to this resolution are hereby in all things approved. Section 2. That the form of the Equipment Lease-Purchase Agreement with Associates Commercial Corporation, attached hereto as Exhibit A, be, and the same is hereby, approved. Section 3. That the City Manager be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the Equipment Lease-Purchase Agreement with Associates Commercial Corporation, financing the purchase of a 2000 GC-F78042 Rear Loader and a McNeilus Metropak 20 Standard Compaction Rear Loader financed over a sixty (60) month period at an interest rate of6.30%, with $79,021.69 as the base price and $13,303.91 in interest, for a total purchase price of $92,325.60, upon the terms and conditions and in the form shown in Exhibit A, attached hereto. Section 4. That this resolution shall be effective from and after its date of passage. PASSED AND APPROVED this 12th day of June, 2000. ~~ ATTEST: '-m.t\TI\ q ~~;ft\ ~ Mattie Cunningham, City Cl APPROVED AS TO FORM: ~. EQUIPMENT LEASE-PURCHASE AGREEMENT Lease No. 32868 Lessee: (Name and Address) City of Paris 150 S .E. First Paris, IX 75460-0000 Lessor: (Name and Address) Associates Commercial Corporation 300 E. Carpenter Frwy Irving, IX 75062 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in Schedule A. now or hereafter allached hereto, and all replacements, repairs, restorations, modifications and improvements thereof or hereof ("Equipment") in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement ("Lease"). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on the Commencement Date set forth in Schedule B allached hereto and, unless earlier terminated as expressly provided for in this Lease, will terminate on the Termination Date set forth in Schedule B allached hereto (the "Lease Term"). 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, in lawful money of the United States of America, equal to the amonnts specified in Schedule B. The Lease Payments will be payable without notice 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 will commence on the first Lease Payment Date as set forth in Schedule B and thereafter on the subsequent dates set forth in Schedule B. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. As set forth on Schedule B, a portion of each Lease Payment is paid as, and represents payment of, interest. Except as specifically provided in Section 6 hereof, the obligation of Lessee to make the Lease Payments hereunder and perform all of its other obligations hereunder will be absolute and unconditional in all events and will not be subject to any setoff, defense. counterclaim, abatement, deduction or recoupment for any reason whatsoever including, without limitation, any failure of the Equipment to be delivered or installed, any defects, malfunctions, breakdowns or infirmities in the Equipment or any accident, condemnation or unforeseen circumstances. Lessee reasonably believes that funds can be obtained sufficient to make all Lease Payments during the Lease Term. It is Lessee's intent to make Lease Payments for the full Lease Term if funds are legally available therefor and in that regard Lessee represents that the use of the Equipment is essential to its proper, efficient and economic operation. Lessor and Lessee understand and intend that the obligation of Lessee to pay Lease Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness of Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. 3. DELIVERY AND ACCEPTANCE. Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location specified on Schedule A ("Equipment Location") and pay any and all delivery and installation costs in connection therewith. Lessee will accept the Equipment as soon as it has been delivered and inspected. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and Acceptance Certificate (in the form provided by Lessor) upon delivery of the Equipment. 4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and agrees that the Equipment is of a size, design and capacity selected by Lessee, that Lessor is neither a manufacturer nor a vendor of such equipment, that LESSOR LEASES AND LESSEE TAKES TIffi EQUIPMENT AND EACH PART TIffiREOF "AS-IS" AND THAT LESSOR MAKES NO REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO TIffi CONDITION, QUALITY, DURABILITY, VALUE, DESIGN, OPERATION, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE OF TIffi EQUIPMENT IN ANY RESPECT WHATSOEVER OR AS TO THE ABSENCE OF LATENT OR OTIffiR DEFECTS, WHETIffiR OR NOT DISCOVERABLE, OR AS TO TIffi ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, OR AS TO ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TIffiRETO. RISKS INCIDENT TIffiRETO ARE TO BE BORNE BY LESSEE AND, IN NO EVENT SHALL LESSOR BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR OTIffiR DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION TXLease Rev.06/24/99 EXHIBIT A 05/04/00 1:01 PM WITH THE USE OR PERFORMANCI -, THE EQUIPMENT, THE MAINTENANI THEREOF OR OF ANY SERVICES PROVIDED HEREIN. Lessee may have nghts under the contract evidencing the purchase of the Equipment. Lessee is advised to contact the manufacturer of the Equipment for a description of any such rights. Lessor hereby assigns to Lessee during the Lease Term, so long as no Event of Default has occurred hereunder and is continuing, all warranties, if any, expressed or implied with respect to the Equipment, running from the manufacturer to Lessor and Lessor authorizes Lessee to obtain the customary services furnished in connection with such warranties at Lessee's expense. Lessee's sole remedy for the breach of any such manufacturer's warranty shall be against the manufacturer of the Equipment, and not against Lessor or its assigns. Lessee expressly acknowledges that Lessor makes, and has made, no representations or warranties whatsoever as to the existence or the availability of such warranties of the manufacturer of the Equipment. 5, RETURN OF EQUIPMENT. Unless Lessee shall have paid all Lease Payments and other amounts due hereunder or exercised its option to purchase as provided in Section 20 hereof, upon the expiration or earlier termination of this Lease pursuant to the terms hereof, Lessee shall, at its sole expense but at Lessor's option, return the Equipment to Lessor in the condition required by Section 9 hereof at any location in the continental United States designated by Lessor. 6. NON-APPROPRIATION OF FUNDS, Lessee currently intends to continue the Lease Term through its Termination Date and to pay'all Lease Payments hereunder. Lessee further currently intends to do all things lawfully within its power to obtain and maintain funds from which the Lease Payments may be made, including making provision for such payments to the extent necessary in each annual budget submitted and adopted in accordance with applicable provisions of state law, to have such portion of the budget approved and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. Notwithstanding the foregoing, the decision whether or not to budget or appropriate funds is reserved to Lessee's governing body. If the Lessee shall not budget and appropriate sufficient funds for payment of Lease Payments required hereunder, then the Lessee may terminate this Lease on the next ensuing Lease Payment Date and the Lessee shall not thereafter be obligated to pay Lease Payments or other payments required by this Lease. Lessee will immediately notifY Lessor or its assignee in writing of such termination and this Lease shall terminate on the last day of the fiscal period for which appropriations have been received or made without penalty or expense to Lessee, except as to Lessee's other obligations and liabilities under this Lease relating to, or accrning or arising prior to, such termination. Upon such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lcssor or its assignce on the date of such termination in the manner set forth in Section 5 hereof and Lessor will have all legal and equitable rights and remedies to take possession of the Equipment. Upon such termination, Lessee shall not be responsible for the payment of any additional Lease Payments relating thereto coming due in succeeding fiscal periods, but if Lessee has not delivered possession of the Equipment to Lessor in accordance with Section 5 and conveyed to Lessor or released its interest in the Equipment within thirty (30) days after such termination, the termination shall nevertheless be effective, but Lessee shall be responsible for the payment of damages in an amount equal to the amount of the Lease Payments thereafter coming due which are attributable to the number of days after such thirty (30) day period during which Lessee fails to take such actions and for any other loss suffered by Lessor as a result of Lessee's failure to take such actions as required. 7. REPRESENTATIONS, COVENANTS AND WARRANTIES. Lessee hereby represents, covenants and warrants to Lessor as of the date hereof and at all times during the Lease Term that (i) Lessee is a state or a fully constituted political subdivision thereof within the meaning of Section 103(a) of the Internal Revenue Code of 1986, as amended (the "Code"), or its obligations hereunder constitute obligations issued on behalf of a state or a political subdivision thereof, and Lessee shall do or cause to be done all things necessary to preserve and keep in full force and effect its existence and this Lease; (ii) Lessee has full power and authority under the constitution and laws of the state in which it is located to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder; (iii) each officer of Lessee executing this Lease has been duly authorized to execute and deliver this Lease by proper action and approval of its governing body at a meeting duly called, regularly convened and attended by a requisite majority of the members thereof, or by other appropriate official approval; (iv) the execution, delivery and performance of this Lease and all documents executed in connection herewith, including, without limitation, Schedules A and B hereto and the Delivery and Acceptance Certificate referred to in Section 3 hereof (this Lease together with all such documents shall be collectively referred to herein as the "Lease Documents") have been duly authorized by all persons, governmental bodies and agencies necessary to authorize and approve this Lease; (v) the Lease Documents constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with their respective terms; (vi) the execution, delivery and performance of this Lease by Lessee shall not (a) violate any federal, state or local law or ordinance, or any judgment, order, writ, injunction, decree, rule or regulation of any court or other governmental agency or body applicable to Lessee; or (b) conflict with or result in the breach or violation of any term or provision of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance on any assets of the Lessee or the Equipment pursuant to any note, bond, mortgage, indenture, agreement, deed of trust, bank loan or credit agreement, lease or other obligation to which Lessee is a party or by which it or its assets may be bound, except as herein provided; (vii) in authorizing and executing this Lease, Lessee has complied with all open meeting laws, public bidding requirements and other laws applicable to this Lease and the acquisition by Lessee of the Equipment; (viii) Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the current fiscal year of the Lessee to make the Lease Payments scheduled to come due during such fiscal year, and such TXLease Rev.06/08/99 05/04/00 1:01 PM 2 funds have not been expended for othe rposes; (ix) the Equipment is essential to tl ,nction of the Lessee or to the service Lessee provides to its citizens and the Lessee has an immediate need for, and expects to make immediate use of, substantially all of the Equipment, which need is not temporary or expected to diminish in the foreseeable future; (x) no lease, rental agreement or contract for purchase to which Lessee has been a party at any time during the last five years, has been terminated by Lessee as a result of insufficient funds being appropriated in any fiscal year; (xi) the Equipment will be used by Lessee only for the purpose of performing one or more of Lessee's governmental or proprietary functions consistent with the permissible scope of Lessee's authority; (xii) there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, pending or threatened against or affecting the Lessee, nor to the best knowledge of the Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Lease or any other document, agreement or certificate which is used or contemplated for use in the consummation of the transactions contemplated by this Lease; and (xiii) no event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an Event of Default, exists at the Commencement Date. Lessee shall deliver to Lessor an opinion of Lessee's counsel in form and substance attached hereto or as otherwise acceptable to Lessor. 8. TITLE TO EQUIPMENT; SECURITY INTEREST. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee subject to Lessor's rights nnder this Lease; provided, however, that (i) in the event of termination of this Lease pursuant to Section 6 hereof, or (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing, title will immediately vest in Lessor or its assignee without any action by Lessee and Lessee shall immediately surrender possession of the Equipment to Lessor or its assignee in the manner set forth in Section 5 hereof. Lessee grants to Lessor a continuing, first priority security interest under the Uniform Commercial Code in the Equipment, the proceeds thereof and all additions, attachments, repairs, replacements, substitutions and modifications thereto and proceeds thereof made pursuant to Section 9, in order to secure Lessee's payment of all Lease Payments due during the Lease Term and the performance of all other obligations herein to be performed by Lessee. Lessee will join with Lessor in executing such financing statements or other documents and will perform such acts as Lessor may request to establish and maintain a valid first lien and perfected security interest in the Equipment. 9. USE; REPAIRS. Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer of the Equipment. Lessee shall comply with all laws, ordinances, insurance policies and regulations relating to the possession, use, operation or maintenance of the Equipment. Lessee, at its expense, will keep the Equipment in good working order and repair and furnish all parts, mechanisms and devices required therefor. 10. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 11. LOCATION; INSPECTION. The Equipment will not be removed from or, if the Equipment consists of rolling stock, its permanent base will not be changed from the Equipment Location without Lessor's prior written consent, which will not be unreasonably withheld. Lessor will be entitled to enter upon the Equipment Location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation. 12. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this Lease. Lessee shall pay, when due, all charges and taxes (local, state and federal) which may now or hereafter be imposed upon the ownership, leasing, rental, sale, purchase, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee fails to pay said charges, or taxes when due, or to provide the insurance required by Section J 5 hereof, Lessor may, but need not, pay said charges or taxes or purchase such insurance and, in such event, Lessee shall reimburse Lessor therefor on demand, with interest at the maximum rate permitted by law from the date of such payment by Lessor to the date of reimbursement by Lessee. 13. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk of loss of or damage to the Equipment from any cause whatsoever, and no such loss of or damage to the Equipment nor defect therein nor unfitness or obsolescence thereof shall relieve Lessee of the obligation to make Lease Payments or to perform any other obligation under this Lease. In the event of damage to any item of Equipment, Lessee will immediately place the same in good repair with the proceeds of any insurance recovery applied to the cost of such repair. If Lessor determines that any item of Equipment is lost, stolen, destroyed or damaged beyond repair, Lessee, at the option of Lessor, will either (a) replace the same with like equipment in good repair, or (b) on the next Lease Payment Date, pay Lessor: (i) all amounts then owed by Lessee to Lessor under this Lease, including the Lease Payment due on such date, and (ii) an amount equal to the applicable Concluding Payment set forth in Schedule B opposite such Lease Payment Date. In the event that Lessee is obligated to make such payment pursuant to subparagraph (b) above with respect TXLease Rev. 06/08/99 05/04/00 1:01 PM 3 to less than all of the Equipment, Lesso U provide Lessee with the pro rata amount ( e Lease Payment and the Concluding Payment to be made by Lessee with respec. to the Equipment which as suffered the event 0, lOSS. 14. PERSONAL PROPERTY. The Equipment is and will remain personal property and will not be deemed to be affixed or attached to real estate or any building thereon. If requested by Lessor, Lessee will, at Lessee's expense, furnish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building. 15. INSURANCE. At its own expense, Lessee shall maintain (a) casualty insurance insuring the Equipment against loss or damage by fire and any other risks reasonably required by Lessor in an amount at least equal to the then applicable Concluding Payment of the Equipment, (b) liability insurance that protects Lessor from liability in all events in form and amount satisfactory to Lessor, and (c) workers' compensation coverage as required by the laws of the state; provided that, with Lessor's prior written consent, Lessee may self-insure against the risks described in clauses (a) and (b). All insurance proceeds from casualty losses shall be payable as hereinafter provided. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. In the event of any loss, damage, injury or accident involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make available to Lessor all information and documentation relating thereto and shall permit Lessor to participate and cooperate with Lessee in making any claim for insurance in respect thereof. All such casualty and liability insurance shall be with insurers that are acceptable to Lessor, shall name Lessee as named insured and Lessor or its assigns as an additional named insured and shall contain a provision to the effect that such insurance shall not be cancelled or modified materially without first giving written notice thereof to Lessor at least thirty days in advance of such cancellation or modification. All such casualty insurance shall contain a provision making any losses payable to Lessee and Lessor, as their respective interests may appear. The Lessee may provide required insurance as part of "blanket" coverage maintained on its other assets. Required insurance coverage may also be provided in whole or in part by self-insurance, with written consent of the Lessor, which shall not be unreasonably withheld. If such consent is given, Lessee will furnish Lessor with a letter or certificate of self-insurance specifying the type and extent coverage.. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their interests may appear. In the event that Lessee has been permitted to self-insure, Lessee will furnish Lessor with a letter or certificate to such effect. 16. RELEASE AND INDEMNIFICATION. To the extent permitted by law, Lessee shall indemnify, protect and hold harmless Lessor from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith (including, without limitation, counsel fees and expenses and any federal income tax and interest and penalties connected therewith imposed on interest received) arising out of or as the result of (a) the entering into this Lease, (b) the ownership of any item of the Equipment, (c) the ordering, acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the Equipment, (d) any accident in connection with the operation, use, condition, possession, storage or return of any item of the Equipment resulting in damage to property or injury or death to any person or (e) the breach of any covenant herein or any material misrepresentation contained herein. The indemnification arising under this paragraph shall continue in full force and effect notwithstanding the full payment of all obligations under this Lease or the termination of the Lease Term for any reason. 17. ASSIGNMENT. Without Lessor's prior written consent, Lessee will not either (i) assign, transfer, pledge, hypothecate, grant any security interest in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or (ii) sublet or lend the Equipment or permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to the Lease Documents, the Equipment and/or grant or assign a security interest in this Lease and the Equipment, in whole or in part, and Lessee's rights will be subordinated thereto. Any such assignees shall have all of the rights of Lessor under this Lease. Subject to the foregoing, this Lease inures to the benefit of and is binding upon the successors and assigns of the parties hereto. Lessee covenants and agrees not to assert against the assignee any claims or defenses by way of abatement, setoff, counterclaim, recoupment or the like which Lessee may have against Lessor. Upon assignment of Lessor's interests herein, Lessor will cause written notice of such assignment to be sent to Lessee which will be sufficient if it discloses the name of the assignee and address to which further payments hereunder should be made. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will acknowledge such assignments in writing if so requested. Lessee shall retain all notices of assignment and maintain a book-entry record which identifies each owner of Lessor's interest in the Lease. Upon Lessee's receipt of written notice of Lessor's assignment of all or any part of its interest in the Lease, Lessee agrees to attorn to and recognize any such assignee as the owner of Lessor's interest in this Lease, and Lessee shall thereafter make such payments, including without limitation such Lease Payments, as are indicated in the notice of assignment, to such assignee. 18. EVENT OF DEFAULT. The term "Event of Default," as used herein, means the occurrence of anyone or more of the following events: (i) Lessee fails to make any Lease Payment (or any other payment) as it becomes due in accordance with the terms of this Lease, and any such failure continues for ten (10) days after the due date thereof; (ii) Lessee fails to perform or TXLease Rev.06/08/99 05/04/00 1:01 PM 4 observe any other covenant, condition, 19reement to be performed or observed by ~reunder and such failure is not cured within twenty (20) days after written nouce thereof by Lessor~ (iii) the discovery by Lessor that any statement, representation, or warranty made by Lessee in this Lease or in any writing ever delivered by Lessee pursuant hereto or in connection herewith was false, misleading, or erroneous in any material respect: (iv) Lessee becomes insolvent, or is unable to pay its debts as they become due, or makes an assignment for the benefit of creditors, applies or consents to the appointment of a receiver, trustee, conservator or liquidator of Lessee or of any of its assets, or a petition for relief is filed by Lessee under any bankruptcy. insolvency, reorganization or similar laws, or a petition in, or a proceeding under, any bankruptcy, insolvency, reorganization or similar laws is filed or instituted against Lessee and is not dismissed or fully stayed within twenty (20) days after the filing or institution thereof; (v) Lessee fails to make any payment when due or fails to perform or observe any covenant, condition, or agreement to be performed by it under any other agreement or obligation with Lessor or an affiliate of Lessor and any applicable grace period or notice with respect thereto shall have elapsed or been given; or (vi) an attachment, levy or execution is threatened or levied upon or against the Equipment. 19. REMEDIES. Upon the occurrence of any Event of Default, and as long as such Event of Default is continuing, Lessor may, at its option, exercise anyone or more of the following remedies: (i) by written notice to Lessee, declare an amount equal to all Lease Payments and all other amounts then due under the Lease, and the Concluding Payment due on the next Lease Payment Date, to be immediately due and payable, whereupon the same shall become immediately due and payable; (ii) by written notice to Lessee, request Lessee to (and Lessee agrees that it will), at Lessee's expense, promptly return the Equipment to Lessor in the manner set forth in Section 5 hereof, or Lessor, at its option, may enter upon the premises where the Equipment is located and take immediate possession of and remove the same, without liability for such entry or for damage to property or otherwise, (iii) sell or lease the Equipment or sublease it for the account of Lessee, holding Lessee liable for all Lease Payments and other payments due to the effective date of such selling, leasing or subleasing and for the difference between the purchase price, rental and other amounts paid by the purchaser, lessee or sublessee pursuant to such sale, lease or sublease and the amounts otherwise payable by Lessee hereunder; and (iv) exercise any other right, remedy or privilege which may be available to it under applicable laws of the state where the Equipment is then located or any other applicable law or proceed by appropriate court action to enforce the terms of this Lease or to recover damages for the breach of this Lease or to rescind this Lease as to any or all of the Equipment. In addition, Lessee will remain liable for all covenants and indemnities under this Lease and for all legal fees and other costs and expenses, including court costs, incurred by Lessor with respect to the enforcement of any of the remedies listed above or any other remedy available to Lessor. 20. PREPAYMENT OPTION. Upon thirty (30) days prior written notice from Lessee, and provided that there is no Event of Default, or an event which with notice or lapse of time, or both, could become an Event of Default, then existing, Lessee will have the right to purchase the Equipment prior to the Termination Date on any Lease Payment Date set forth in Schedule B by paying to Lessor, on such date, the Concluding Payment as set forth in Schedule B. Upon satisfaction by Lessee of such purchase conditions, Lessor will transfer any and all of its right, title and interest in the Equipment to Lessee AS IS, WITHOUT WARRANTY, EXPRESS OR IMPLIED, except Lessor will warrant that the Equipment is free and clear of any liens created by Lessor. 21. TAX ASSUMPTION; COVENANTS. Lessee hereby covenants with respect to this Lease that (i) neither the payment of the Lease Payments hereunder nor any portion thereof is secured by any interest in property used or to be used in a trade or business of a non-exempt person (within the meaning of Section 103 of the Code) or in payments with respect to such property or is derived from payments with respect to property, or borrowed money, used or to be used in a trade or business of a non-exempt person (within the meaning of Section 103 of the Code): (ii) no portion of the Equipment will be used directly or indirectly in any trade or business carried on by any non-exempt person (within the meaning of Section 103 of the Code): (iii) it will not take any action or permit or suffer any action to be taken or condition to exist if the result of such action or condition would be to cause its obligation to make Lease Payments to be guaranteed, directly or indirectly, in whole or in part, by the United States or by any agency or instrumentality thereof; (iv) it will neither take any action (including, without limitation, entering into any lease, sublease, output contract, management contract, take-or-pay contract or other arrangement) nor omit to take any action if the result of such action or omission would be to cause the interest portion of each Lease Payment to become includable in the income of Lessor for purposes of federal, state or local income tax; (v) it will provide (or cause to be provided) to Lessor such other information as Lessor may reasonably request from Lessee to enable Lessor to fulfill tax filing, audit and litigation obligations, including, but not limited to, federal and state income tax filing obligations; (vi) it will timely file a statement with respect to this Lease in the form required by Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"); and (vii) neither take any action or omit to take any action if the result of such action or omission would be to cause this Lease to be an "arbitrage bond" within the meaning of Section 148 of the Code. If this Lease is accompanied by an Addendum for Escrow Funding, Lessee will execute and deliver to Lessor an Arbitrage Certificate (in the form provided by Lessor). If Lessor receives notice, in any form, from the Internal Revenue Service or it is determined based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval shall not be unreasonably withheld, that the interest portion of any Lease Payment is includable in the income of Lessor for purposes of federal, state or local income tax, Lessee, at its TXLease Rev.06/08/99 05/04/00 1:01 PM 5 option, shall either (i) pay the Concludi 'ayment as provided in Section 20 hereof am' ninate the Lease or (ii) within 30 days after notice from Lessor, pay Lessor an a.nount which will restore to Lessor its after-tax yIeld as contemplated by this transaction from the date that the interest portion became taxable through the date of such additional rental payment and will further pay additional rent to Lessor on each succeeding Lease Payment Date in such amount as will maintain Lessor's after-tax yield as contemplated by this transaction. 22. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, return receipt requested, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Any such notice shall be deemed to have been received five days subsequent to mailing. 23. SECTION HEADINGS. All section headings contained herein are for the convenience of reference only and are not intended to define or limit the scope of any provision of this Lease. 24. GOVERNING LAW. This Lease shall be construed in accordance with, and governed by, the laws of the state of the Equipment Location. 25. DELNERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and infonnation as are reasonably necessary with respect to the transaction contemplated by this Lease. 26. ENTIRE AGREEMENT; WANER. The Lease Documents constitute the entire agreement between the parties with respect to the lease of the Equipment and shall not be contradicted by any oral representations made prior to, contemporaneously with or subsequent to the date hereof nor do any oral agreements presently exist between the parties which have not been reduced to writing. This Lease shall not be modified, amended, altered, or changed except with the wrillen consent of Lessee and Lessor. Any provision of this Lease found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Lease. The waiver by Lessor of any breach by Lessee of any term, covenant or condition hereof shall not operate as a waiver of any subsequent breach thereof. IN WITNESS WHEREOF, the parties have executed this Lease. Lease Date: May 5, 2000 LESSEE: City of Paris, TX LESSOR: Associates Commercial Corporation BY:}::' By: Michael E. Malone Title: X City Manager Date: X May Title: 16, 2000 Date: TXLease Rev.06/08/99 05104/00 1:01 PM 6