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1997-048-RES WHEREAS, CITY COUNCIL DID HERETOFORE ON THE 9TH DAY OF SEPTEMBER 1996 RESOLUTION NO. 97-048 WHEREAS, the City Council of the City of Paris did heretofore, on the 9th day of September, 1996, in Ordinance No.96-047, authorize the purchase of a 1997 rear-loading refuse compaction truck for use in the Sanitation Division of Public Works, and thereafter did advertise for bids for furnishing said truck, which bids were received until 3:00 p.m., Tuesday, October 29, 1996; and, WHEREAS, the best bid for such equipment was made by Lone Star Truck Center, Houston, Texas, and it was awarded the bid for the same; and, WHEREAS, the form of the Equipment Lease-Purchase Agreement with Associates Commercial Corporation, attached hereto as Exhibit A, for the purchase of a new 1997 GMC TF78042 Garbage Truck, VIN #1 GOP7C 1J8VJ509107, should, in all things, be approved, and the City Manager of the City of Paris, Michael E. Malone, should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL 01<' THE CITY 01<' PARIS, 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; and, BE IT FURTHER RESOLVED, that the City Manager of the City of Paris, Michael E. Malone, 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 for the purchase of a new 1997 GMC TF78042 Garbage Truck under the terms and conditions and in the form shown in Exhibit A, attached hereto. PASSED AND ADOPTED mi, 12m d" 02?~ Eric S, Clifford, Mayor ATTEST: ~ ~~, 0""'\'0-,\,,"'" "'~O Mattie Cunningham, City Clerk T. K. Haynes, City Attorney ~ ASSOCIATES COMMERCIAL CORPORATION A SUBSIDIARY OF ASSOCIATES CORPORATION OF NORTH AMERICA April 24, 1997 Mr. Henry Endsley Public Works Director City of Paris 135 First Street S.E. Paris, TX 75460-0000 \ Subject: Equipment Lease/Purchase Agreement #26058 Dear Mr. Endsley: .. The Lease/Purchase Agreement documents for the equipment being acquired from Lone Star Truck Center are enclosed. Please review the following documents for accuracy, execute where indicated, then return along with payment (if required) to the address below: . Lease/Purchase Agreement - Please execute where indicated by red "X". . Opinion of Counsel - Please have your attorney execute where indicated by red "X". . Schedule A, Page 1 - Please execute where indicated by red "X". . Schedule A, Page 2 - Payment Schedule - Please initial. . Delivery and Acceptance Certificate(s) - Please indicate the date the equipment was accepted by you and execute where indicated by red "X", . Incumbency Certificate - Please have the same individual who executed the Lease/Purchase Agreement execute by red "X" across from their name and title. Then have the "Keeper of the Record," such as the Secretary, execute by blue "X". . Insurance - PI.... forward an Insurance Binder listing Associates Commercial Corporation as LO&B Payee and Additional Insured. . 8038-GC - Please review for accuracy and execute where indicated. EXHIBIT A : Executive Offices: 300 E. Carpenter Freeway. Irving, Tenl 75062, 972-652-3313 Mailing Addren: P.O. Box 650363, Dallas, TexaJI 75265-0363 Mr. Henry Endsley Page 2 April 24, 1997 Please return all of the documents with oriainal sianatures to me at: Associates Commercial Corporation Municipal Finance Department 300 East Carpenter Freeway, 8th Floor Irving, Texas 75062-2726 Also, please remit to my attention at the address given above a check for $1,513.97 made payable to Associates Commercial Corporation. This represents the first payment. An invoice is enclosed for your convenience. I have submitted a request for a coupon book which will be sent to you shortly. If you have any questions, please call me at (972) 652-3760. Thank you for doing business with The Associates. ~f(f1 Donna Fultz Document Specialist Idf Enclosures ~ EQUIPMENT LEASE-PURCHASE AGREEMENT Lease No, 26058 Lessee: (Name and Address) City of Paris 135 First Street S. E. Paris, Tx 75460 Lessor: (Name and Address) Associates Commercial Corporation 300 E. John Carpenter Freeway Irving, TX 75062 Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in any Schedule A now or hereafter attached hereto C'Equipment'1 in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement C'Lease"). 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on the date the Equipment is accepted pursuant to Section 3 hereunder and, unless eartier terminated as expressly provided for In this Lease, will continue until the expiration date (the "Expiration Datei set forth in Schedule A attached hereto (the "Lease Termi. 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments, including the interest portion, equal to the amounts specified in Schedule A. 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 A and thereafter on the subsequent dates set forth in Schedule A. Any payments received later than ten (10) days from the due date will bear interest at the highest lawful rate from the due date. 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, 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 conceming the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. 3. DELIVERY AND ACCEPTANCE. Lessee, or if Lessee so requests, Lessor, will cause the Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location'l Lessee will pay all transportation and other costs, if any, incurred in connection with the delivery and installation of the Equipment. 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 THE EQUIPMENT AND EACH PART THEREOF "AS-IS" AND THAT LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE PURPOSES AND USES OF LESSEE, OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR AS TO THE 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 THERETO, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE AND LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR Psge: 1 of 7 Document: I_sagr.doc rev.0397 OTHER DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE EQUIPMENT AND THE MAINTENANCE THEREOF. Lessor hereby assigns to Lessee during the Lease Term, so long as no Event of Default has occurred hereunder and is continuing, all manufacturer's warranties, if any, expressed or implied with respect to the Equipment, 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. 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 exercised its purchase option as provided in Section 20 hereof, upon the expiration of 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 to any location in the continental United States designated by Lessor. 6. NON-APPROPRIATION OF FUNDS; NON-SUBSTITUTION. Notwithstanding anything contained in this Lease to the contrary, in the event no funds or insufficient funds are appropriated and budgeted or are othelWise unavailable by any means whatsoever in any fiscal period for Lease Payments due under this Lease, Lessee will immediately notify Lessor or its assignee in writing of such occurrence 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 (i) the portions of Lease Payments h~rein agreed upon for which funds shall have been appropriated and budgeted or are othelWise available and (Ii) Lessee's other obligations and liabilities under this Lease relating to, or accruing or arising prior to, such termination. In the event of such termination, Lessee agrees to peaceably surrender possession of the Equipment to Lessor or its assignee 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. Notwithstanding the foregoing, Lessee agrees (i) that it will not cancel this Lease and this Lease shall not terminate under the provisions of this Section if any funds are appropriated to it, or by it, for the acquisition, retention or operation of the Equipment or other equipment or services performing functions similar to the functions of the Equipment for the fiscal period in which such termination would have othelWise occurred or for the next succeeding fiscal period, and (Ii) that it will not during the Lease Term give priority in the application of funds to any other functionally similar equipment or to services performing functions similar to the functions of the Equipment. This section will not be construed so as to permit Lessee to terminate this Lease in order to purchase, lease, rent or othelWise acquire the use of any other equipment or services performing functions similar to the functions of the Equipment, and, if this Lease terminates pursuant to this Section, Lessee agrees that during the fiscal period immediately following the fiscal period in which such termination occurs it will not so purchase, lease, rent or othelWise acquire the use of any such other equipment or services. 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 therof, or its obligations hereunder constitute obligations issued on behalf of a state or a political subdivision therof, and Lessee 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 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 under the terms and provisions of a resolution of Lessee's goveming body, or by other appropriate official action; (iv) the execution, delivery and performance of this Lease and all documents executed in connection herewith, including, without limitation, Schedule A 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, govemmental bodies and agencies necessary to authorize and approve this Lease; (v) the Lease Documents have been duly executed and delivered by and constitute the 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 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, any note, bond, mortgage, indenture, agreement, deed of trust, lease or other obligation to which Lessee is bound, if such conflict, breach or violation would give rise to any right of termination, cancellation or acceleration under any of the terms, Pags: 20f7 Document: texasagr.doc rev.0397 conditions or provisions of such obligation; (vii) in authorizing and executing this Lease, Lessee has complied with all open meeting laws and other laws applicable to this Lease and the acquisition by Lessee of the Equipment; (viii) Lessee has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Lease Payments required to be paid under this Lease during the current fiscal period of Lessee; (ix) during the Lease Term, the Equipment will be used solely by employees, officers and officials of Lessee to perform only essential govemmental functions of Lessee consistent with the scope of Lessee's authority; (x) the payment by Lessor of the cost of the Equipment does not substitute, in whole or in part, for Lessee making such payment from funds of Lessee which have been raised or earmarked for the purpose of paying such cost or any part thereof; (xi) money in the General Fund may be withdrawn by Lessee at any time for lawful purposes, including general expenses and debt service payments of Lessee, and there is therefore no reasonable assurance that amounts held in the General Fund would be available if needed to pay the Lease Payments in the event Lessee encounters financial difficulties; (xii) Lessee does not expect to dispose of the Equipment before the termination of this Lease; and (xiii) no other obligations of Lessee which will be paid out of the General Fund (or which will have substantially the same claim as this Lease to be paid out of the General Fund) have been or will be issued by Lessee at substantially the same time as this Lease. Lessee shall deliver to Lessor an opinion of Lessee's counsel in form and substance as set forth herein or as otherwise acceptable to Lessor. 8. TITLE TO EQUIPMENT. Upon acceptance of the Equipment by Lessee hereunder, title to the Equipment will vest in Lessee subject to Lesso~s rights under this l!ease; provided, however, that (i) in the event of termination of this Lease pursuant to Section 6 hereof, (ii) upon the occurrence of an Event of Default hereunder, and as long as such Event of Default is continuing, or (iii) in the event that the purchase option has not been exercised prior to the Expiration Date, 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. 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 fumish all parts, mechanisms and devices required therefor. 10. ALTERATIONS. Lessee will not make any alterations, additions or improvements to the Equipment without Lesso~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 Lesso~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 Lesso~s income. If Lessee fails to pay said charges, or taxes when due, Lessor may, but need not, pay said charges or taxes 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 the,reof 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 Plge: 3 of 7 Document: lexasagr.doc rev.0397 Payment due on such date, and (ii) an amount equal to the applicable Concluding Payment set forth in Schedule A opposite such Lease Payment Date. In the event that Lessee is obligated to make such payment pursuant to subparagraph (b) above with respect to less than all of the Equipment, Lessor will provide Lessee with the pro rata amount of the Lease Payment and the Concluding Payment to be made by Lessee with respect to the Equipment which as suffered the event of 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, fumish a waiver of any interest in the Equipment from any party having an interest in any such real estate or building. 15. INSURANCE. Lessee, will, at its expense, maintain at all times during the Lease Term, fire and extended coverage, public liability and property damage insurance with respect to the Equipment in such amounts, covering such risks, and with such insurers as shall be satisfactory to Lessor, or, with Lessor's prior written consent, may self-insure against any or all such risks. In no event will the insurance limits be less than the amount of the then applicable Concluding Payment with respect to such Equipment. Each insurance policy will name Lessee as an Insured and Lessor or its assigns as an additional insured, and will contain a clause requiring the insurer to give Lessor or its assigns at least thirty (30) days prior written notice of any alteration in the terms of such policy or the cancellation thereof. The proceeds of any such policies will be payable to Lessee and Lessor or its assigns as their Interests may appear. Upon acceptance of the Equipment and upon each insurance renewal date, Lessee will deliver to Lessor a certificate evidencing such insurance. Irt the event that Lessee has been permitted to self- insure, Lessee will fumish Lessor with a letter or certificate to such effect. 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. 16. INDEMNIFICATION. Lessee shall indemnify Lessor against, and hold Lessor harmless from, any and all claims, actions proceedings, expenses, damages or liabilities, including attomey's fees and court costs, arising in connection with the Equipment, including, but not limited to, its selection, purchase, delivery, installation, possession, use, operation, rejection, or retum and the recovery of claims under insurance policies thereon. The indemnification prOVided under this Section 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 (as referred to in Section 21) 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 attom 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 observe any other covenant, condition, or agreement to be performed or observed by it hereunder and such failure is not cured within twenty (20) days after written notice thereof by Page: 4 of 7 Document: '_sag'.doc rev.0397 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 amounts then due under the Lease, and all remaining Lease Payments due during the fiscal year of Lessee in which the default occurs 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 retum 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, (iii) sell or l!lase 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. PURCHASE 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 on any Lease Payment date set forth in Schedule A hereto by paying to Lessor, on such date, the Lease Payment then due together with the Concluding Payment amount set forth in Schedule A opposite such date. 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 it will (i) ensure that its obligation to pay Lease Payments is not directly or indirectly secured by any interest in property, other than the Equipment, and that such payments will not be direclly or indirectly secured by or derived from any payments of any type or any fund other than Lessee's General Fund; (ii) 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; (iii) 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; (iv) 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; and (v) timely file a statement with respect to this Lease in the form required by Section 149(e) of the Intemal Revenue Code of 1986, as amended. Page: 5 of 7 Document: texesagr.doc rev.0397 22. NOTICES. All notices to be given under this Lease shall be made in writing and mailed by certified mail, retum 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 govemed by, the laws of the state of the Equipment Location. 25. DELIVERY OF RELATED DOCUMENTS. Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Lease. 26. ENTIRE AGREEMENT; WAIVER. The Lease Documents constitute the entire agreement between the parties with respect to the lease of the Equipment, and this Lease shall not be modified, amended, altered, or changed except with the written 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 Agreement as ofthe28,th day of .April 1997 LESSEE: City of Paris, Tx LESSOR: Associates Commercial Corporation By By: Michael E. Malone Title City Manager Title Page: 6 of 7 Document: taxasagr.doc rev,0397 OPINION OF COUNSEL With respect to that certain Equipment Lease-Purchase Agreement (the "Lease") dated ADril 28. 1997 between Associates Commercial Corporation ("Lessor") and Citv of Paris l"Lessee'1, I am of the opinion that (i) Lessee is [ a political subdivision]" [a body corporate and politic and public instrumentality]" [an agency]- of the state of Texas (the "state"), duly organized, existing and operating under the Constitution and laws of State; (ii) Lessee has full power and authority under the constitution and laws of State to enter into the Lease and to perform all of its Obligations thereunder; (iii) the officer of Lessee executing the Lease has been duly authorized to execute and deliver the Lease; (iv) the execution, delivery and performance of the Lease have been duly authorized and approved by all persons, govemmental bodies and agencies necessary to authorize and approve the Lease; (v) the Lease has been duly authorized, approved and executed by and on behalf of Lessee and is a valid and binding contract of Lessee enforceable in accordance with its terms, except to the extent limited by State laws affecting remedies and by bankruptcy, reorganization or other laws of general application relating to or affecting the enforcement of creditor's rights; (vi) all required public bidding procedures regarding the award of the Lease have been followed by Lessee and no govemmental orders, permissions, consents, approvals or authorizations are required to be obtained, and no registrations or declarations are required to be filed, in connection with the execution and delivery of the Lease; (vii) the execution, delivery and performance of the Lease and the appropriation of moneys to pay the Lease Payments coming due under the Lease do not violate any federal, State or local or other govemmental law or ordinance, or any order, writ, injunction, decree, rule or regulation of any court or other govemmental agency or body applicable to Lessee, including, without limitation, any constitutional, statutory 'Or other limitation relating to the manner, form or amount of indebtedness which may be incurred by Lessee; and (viii) there is no litigation, action, suit or proceeding pending or before any court, administrative agency, arbitrator or govemmental body, that challenges the authority of Lessee or its officers or its employees to enter into the Lease, the proper authorization, approval and execution of the Lease and the other documents described above, the appropriation of money to make Lease Payments under the Lease for the current fiscal period of Lessee, or the ability of Lessee otherwise to perform its obligations under the Lease and the transactions contemplated hereby. Any assignee or subassignee of all or part of Lessor's right, title and/or interest in and to the Lease shall be entitled to rely on this opinion as though it were addressed directly to any such assignee or subassignee. Counsel for Lessee: X By: City Attorne T. K. Baynes Title: Date: 1997 pags: 7 of 7 Document: lexssagr.doc rev.0397 SCHEDULE A EQUIPMENT DESCRIPTION Lease No. 26058 This Schedule A is executed by Associates Commercial Corporation ("Lessor") and Citv of Paris. TX ("Lessee"), as a supplement to, and is hereby attached to and made a part of that certain Equipment Lease-Purchase Agreement dated as of Aoril 28. 1997 ("Lease"), between Lessor and Lessee. Lessor hereby leases to Lessee under and pursuant to the Lease and Lessee hereby leases from Lessor under and pursuant to the Lease the following items of Equipment: QUANTITY DESCRIPTION (MANUFACTURER, MODEL AND SERIAL NO.) SUPPLIER 1 New 1997 GMC TF78042 Garbage Truck, VIN# 1GOP7C1J8VJ509107 Lone Star Truck Center 5811 E Dsnman Lufkin, TX 75901-0000 EQUIPMENT LOCATION: City of Parts Vard .. CIIV of Parts Tx Initial Term: 60 Months Commencement Date: April 28, 1997 Expiration Date: March 28, 2002 Periodic Rent: 59 Consecutive Monthlv Payments of $ 1,513.97 each (including interest), followed by one final payment of $ 1.513.95 plus any and all other payments due under this Lease. Dated: ~ May 12, 1997 LESSEE: City of Paris, TX LESSOR: Associates Commercial Corporation BY: BY: TITLE: MichaeLE. Malone City Manager TITLE: ASSOCIATES Ct")MMERCIAL CORPORATION, MUt-IICIPAL FINANCING SCHEDULE A Lessee: City of Paris, Texas Lease Number: 26058 Amount Funded: $78,429.00 Interest Rate: 6.15% Lease Lease Payment Payment Lease Interest Principal Concluding Number Date Payment Portion Portion Payment 1 28 - Apr-1997 $1,513.97 $0.00 $1,513.97 $76,915.03 2 28 - May-1997 $1,513.97 $394.19 $1,119.78 $75,795.25 3 28 - Jun-1997 $1,513.97 $388.45 $1,125.52 $74,669.73 4 28 - Jul-1997 $1,513.97 $382.68 $1,131.29 $73,538.44 5 28 - Aug-1997 $1,513.97 $376.88 $1,137.09 $72,401.35 6 28 - Sep-1997 $1,513.97 $371.06 $1,142.91 $71,258.44 7 28 - Oct-1997 $1,513.97 $365.20 $1,148.77 $70,109.67 8 28 - Nov-1997 $1,513.97 $359.31 $1,154.66 $68,955.01 9 28 - Dec-1997 $1,513.97 $.;353.39 $1,160.58 $67,794.43 10 28 - Jan-1998 $1,513.97 $347.45 $1,166.52 $66,627.91 11 28 - Feb-1998 $1,513.97 $341.47 $1,172.50 $65,455.41 12 28 - Mar-1998 $1,513.97 $335.46 $1,178.51 $64,276.90 13 28 - Apr-1998 $1,513.97 $329.42 $1,184.55 $63,092.35 14 28 - May-1998 $1,513,97 $323.35 $1,190.62 $61,901.73 15 28 - Jun-1998 $1,513.97 $317.25 $1,196.72 $60,705.01 16 28 - Jul-1998 $1,513.97 $311.11 $1,202.86 $59,502.15 17 28 - Aug-1998 $1,513.97 $304.95 $1,209.02 $58,293.13 18 28 - Sep-1998 $1,513.97 $298.75 $1,215.22 $57,077.91 19 28 - Oct-1998 $1,513.97 $292.52 $1,221.45 $55,856.46 20 28 - Nov-1998 $1,513.97 $286.26 $1,227.71 $54,628.75 21 28 - Dec-1998 $1,513.97 $279.97 $1,234.00 $53,394.75 22 28 - Jan-1999 $1,513.97 $273.65 $1,240.32 $52,154.43 23 28 - Feb-1999 $1,513.97 $267.29 $1,246.68 $50,907.75 24 28 - Mar-1999 $1,513.97 $260.90 $1,253.07 $49,654.68 25 28 - Apr-1999 $1,513,97 $254.48 $1,259.49 $48,395.19 26 28 - May-1999 $1,513.97 $248.03 $1,265.94 $47,129.25 27 28 - Jun-1999 $1,513.97 $241.54 $1,272.43 $45,856.82 28 28 - Jul-1999 $1,513.97 $235.02 $1,278.95 $44,577.87 29 28 - Aug-1999 $1,513.97 $228.46 $1,285.51 $43,292.36 30 28 - Sep-1999 $1,513.97 $221.87 $1,292.10 $42,000.26 31 28 - Oct-1999 $1,513.97 $215.25 $1,298.72 $40,701.54 32 28 - Nov-1999 $1,513,97 $208.60 $1,305.37 $39,396.17 33 28 - Dec-1999 $1,513.97 $201.91 $1,312.06 $38,084.11 34 28 - Jan-2000 $1,513.97 $195.18 $1,318.79 $36,765.32 35 28 - Feb-2000 $1,513.97 $188.42 $1,325.55 $35,439.77 36 28 - Mar-2000 $1,513,97 $181.63 $1,332.34 $34,107.43 37 28 - Apr-2000 $1,513.97 $174.80 $1,339.17 $32,768.26 38 28 - May-2000 $1,513.97 $167.94 $1,346.03 $31,422.23 39 28 - Jun-2000 $1,513,97 $161.04 $1,352.93 $30,069.30 40 28 - Jul-2000 $1,513.97 $154.11 $1,359.86 $28,709.44 4/24/97 10:50:26 AM Page 1 of 2 ASSOCIATES c-'lMMERCIAL CORPORATION, MU."CIPAL FINANCING SCHEDULE A Lessee: City of Paris, Texas Lease Number: 26058 Amount Funded: $78,429.00 Interest Rate: 6.15% Lease Lease Payment Payment Lease Interest Principal Concluding Number Date Payment Portion Portion Payment 41 28 - Aug-2000 $1,513.97 $147,14 $1,366.83 $27,342.61 42 28 - Sep-2000 $1,513.97 $140.13 $1,373.84 $25,968.77 43 28 - Oct-2000 $1,513.97 $133.09 $1,380.88 $24,587.89 44 28 - Nov-2000 $1,513.97 $126.01 $1,387.96 $23,199.93 45 28 - Dec-2000 $1,513.97 $118.90 $1,395.07 $21,804.86 46 28 - Jan-2001 $1,513.97 $111.75 $1,402.22 $20,402.64 47 28 - Feb-2001 $1,513.97 $104.56 $1,409.41 $18,993.23 48 28 - Mar-2001 $1,513.97 $97.34 $1,416.63 $17,576.60 49 28 - Apr-2001 $1,513.97 .$90.08 $1,423.89 $16,152.71 50 28 - May-2001 $1,513.97 $82.78 $1,431.19 $14,721.52 51 28 - Jun-2001 $1,513.97 $75.45 $1,438.52 $13,283.00 52 28 - Jul-2001 $1,513.97 $68.08 $1,445.89 $11,837.11 53 28 - Aug-2001 $1,513.97 $60.67 $1,453.30 $10,383.81 54 28 - Sep-2001 $1,513.97 $53.22 $1,460.75 $8,923.06 55 28 - Oct-2001 $1,513.97 $45.73 $1,468.24 $7,454.82 56 28 - Nov-2001 $1,513.97 $38.21 $1,475.76 $5,979.06 57 28 - Dec-2001 $1,513.97 $30.64 $1,483.33 $4,495.73 58 28 - Jan-2002 $1,513.97 $23.04 $1,490.93 $3,004.80 59 28 - Feb-2002 $1,513.97 $15.40 $1,498.57 $1,506.23 60 28 - Mar-2002 $1,513.95 $7.72 $1,506.23 $1.00 Totals $90,838.18 $12,409.18 $78,429.00 4/24/9710:50:26 AM Page 2 of 2 DELI"cRY AND ACCEPTANCE CEk f1FICATE The undersigned Lessee hereby acknowledges receipt of the Equipment described below ("Equipment") as fully installed and in good working condition and Lessee hereby accepts the Equipment after full inspection thereof as satisfactory for all purposes under the Equipment Lease- Purchase Agreement ("Lease") executed by Lessee and Associates Commercial Corporation ("Lessor") as of the Lease Date set forth below: LEASE LEASE SCHEDULE A DELIVERY PURCHASE PURCHASE DATE NUMBER DATE NUMBER DATE ORDER NO, 04128/97 26058 04128/97 EQUIPMENT INFORMATION QUANTITY DESCRIPTION (MANUFACTURER MODEL AND SERIAL NO,) SUPPLIER 1 New 1997 GMC TF78042 Garbsge Truck, VIN# 1 GOP7C1J8VJ509107 lone Star Truck Center 5811 E Denman Lufkln, TX 75901-??oo LESSEE: City of Paris. TX BY: Michael E. Malong TITLE: er DATE ACCEPTED: A ril 2 1997 INCUMBENCY CERTIFICA Ie I do hereby certify that I am the duly elected or appointed and acting Secretary/Clerk of Citv of Paris ("Lessee"), a body corporate and politic duly organized and existing under the laws of the State of Texas that I have custody of the records of Lessee, and that, as of the date hereof, the individuals named below are the duly elected or appointed officers of Lessee holding the offices set forth opposite their respective names. I further certify that (i) the signatures set forth opposite their respective names and titles are their true and authentic signatures, and (ii) such officers have the authority on behalf of Lessee to enter into that certain Equipment Lease-Purchase Agreement dated or to be dated ~1>ri1 28. 1997 ,between Lessee and Associates Commercial Corporation. NAME TITLE f SIGNATURE Michael E. Malone . IN W~~ESS W hereto this rday of REOF, I have duly \Ccuted this Certificate and affixed the seal of Lessee Ma ,19f' SEAL LESSEE: City of Paris, TX r BY: X I Mattie Cunningham TITLE: Secretarv/Clerk (Person who has the authority and knowledge that the person above is authorized to sign the dOC1Jments) Fonn 8038-GC Infonnation Return for Small Tax-E'''~mpt G rnmental Bond Issues, Leases, and In :Iment Sales ) Under Internal Revenue Code section 149(e) ) For calandar year ending 19 _ OMB No. 1545-0no Use Form 8038-G If the Issue rice of the Issue Is $100 000 or more, Re ortin Check box if Amended Return > 0 Issuer's name 2 Issuer's employer Identification number City of Paris 75-6000635 3 Number and stres! (or P,O. box W maills no! delivered to street address) Roomlsu~e 135 First Street S.E. 4 City, town, or poet ofltce, _, and ZIP code Paris, TX 75460-0000 Oeser! 'on of ObI ions (Rev, May 1995) 5 Issue price of small tax-exempt governmental obligations reported on this form, . . . . . , 6 Check the box thst most nearly spproxlmates the weighted average maturity of the obllgstlon(s): a D Less than 5 years b 181 From 5to 10 years c D More than 10 years 7 Check the box that most nearly spproxlmates the weighted average Interest rate on the obllgatlon(s): a D Less than 5% b 181 From 5% to 10% .. c D More than 10% 8 Total Issue price of the obllgatlon(s) reported on line 5 thst Is/sre: a Obllgation(s) Issued In the form of a lease or Installment sale. . b Obllgatlon(s) designated by the Issuer under section 265(b)(3)(B)(I)(III) . c Obllgalion(s) Issued to refund prior Issues. . . . . , , , d Loans made from the proceeds of another tax-exempt obligation . $78,429.00 Sa $78,429.00 8b 8c 8d 9 Check box W Issuer has etecled to pay a penalty In lieu of srb~rage rebate. . . . . . . . , , . , , , . . . , . ,D Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my kn edge snd betlef, they are true, correct, and plete. Please Sign Here > Issuer's authorized representative Ma Date 12. 1997 Paperwork Reduction Act Notice Ws ask for the Information on this form to carry out the Intemal Revenue lews of the Un~ed States. You are required to give us the Information. Wa need ~ to ensure that you are complying with these laws, Tha time needed to complete snd file this form varies depending on Individual circumstances. The estimated average time Is: Leamlng about the law or the form . . Preparing the form . Copying, enembllng, end sending the form to the IRS .. 16 min. If you have commants concsmIng the accuracy of these time eallmates or suggeationa for making this form simpler, we would bs happy to hear from you, You can write to the Internal Revenue Service, Attention: Tax Forms Committee, PC:FP, Washington, DC 20224. DO NOT send the form 10 Ihla addr.... Instead, see Where 10 File on page 2, 1 hr" 46 min. 2 hr" 50 min. General Instructions Section references are to the Intemal Revenue Code unless otherwise noted. Purpose of Form Form 8038-GC Js Used by Issuers of tax-exempt govemmental obligations to provide the IRS with the Information required by section 149(e) and 10 monitorlhe requirements of sections 141 through 150. Who Must File Issuers of tax-exempt governmental obIlgs_s with Issue priess of less than $100,000 must fila Form 8038-GC. Issuers of a tax-exempl govemmentsl obligation with an Issue price of $100,000 or more must file Fonn 8038.0, InfOl'Rllllon Return for Tax-Exempt Govemmental Obligations. Filing a separate retum.-Issuers have the option to file s separate From 8038-GC for any tax-exempt governmental obligation with > w. E. Anderson Director of Finance or print name and title an Issue price of less than $100,000. Each such separate reIIlrn should specify the calendar year in which the Issue was Issued. An Issuer of a tax-exempt bond used to finance construction expenditures must file a separate Form 8OJ8..GC for each issue to give notice 10 the IRS that an election was made to pay a penalty In lieu of arbttrage rabate (see line 9InatNctlons). Filing a consolidated retum.-For all lax-exempt govemmsntsl obligations with Issue prices pf less than $100,000 thatare not reported on a separate Form 8038-GC, an Issuer must file a consolidated Informatlon return Including all such Issues Issued within the calendar year. Thus, an Issuer may file a separate Form 8038-GC for each of a numbsr of small Issues and raport tha remainder of small Issues Issued during the calendar year on one consolidated Form 8038-GC. However. a separale Form 8038-GC must bs filed to give the IRS notice of the election to pay a penalty in lieu of arbitrage rebate. Form 8038-GC (Rev. 5-95) ~ THE ASSOCIATES April 24, 1997 BILLING INVOICE I City of Paris Attn: Mr. Henry Endsley P.O. Box 9037 Paris, TX 75461-0000 I REMIT TO: ASSOCIATES COMMERCIAL CORPORATION MUNICIPAL FINANCE DEPARTMENT - BPL 300 E. JOHN CARPENTER FREEWAY IRVING, TX 75062 ACCOUNT PRINCIPAL IIILUHO PERIOD NO. OF INTEREST 1Nl1!REST PRINCIPAL MISCElLANEOUS NUMBER ~NCE ... TO DAYS RATE IAPRI DUE DUE CHARGES 26058 $78.429,00 04128197 6.15% $ 0.00 $1,513.97 1.t Poymenl Due .. $1,513.97 Total Due NOTE: TOTAL DUE INCLUDES PAST DUE CHARGES FROM PRIOR INVOICES. IF CHARGES HAVE BEEN PAID, PLEASE DEDUCT PAYMENT AMOUNT FROM TOTAL DUE.