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1996-022-RES WHEREAS, CITY COUNCIL DID AT ITS SPECIAL MEETING ON SEPTEMBRE 14, 1995 RESOLUTION NO. 99 Q22 WHEREAS, the City Council of the City of Paris, did at its special meeting on September 14, 1995, in Ordinance No. 95-037, authorize the purchase of a 1996 4-Wheel Drive Backhoe for use in the Street Department, and thereafter did advertise for bids for furnishing said 4-Wheel Drive Backhoe, which bids for such were received until 3:00 p.m., Tuesday, January 23, 1996; and, WHEREAS, the best bid for such purchase was made by Future Equipment Company, Inc., 117 Highway 82 West, Sherman, Texas 75091, and it should be awarded the bid for such equipment; and, WHEREAS, the Lease/Purchase Financing Proposal with ASSOCIATES COMMERCIAL CORPORATION for the purchase of one 1996 Case 590 Super L 4- Wheel Drive Backhoe is attached hereto as Exhibit A, and such Agreement should be approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL 01<' THE CITY OF PARIS, that the bid of Future Equipment Company, Inc. for the purchase of a 1996 Case 590 Super L 4-Wheel Drive Backhoe is hereby accepted and let; 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 Lease/Purchase Financing Proposal upon the terms and conditions shown in Exhibit A attached hereto, with ASSOCIATES COMMERCIAL CORPORATION, financing the purchase of a 1996 Case 590 Super L 4-Wheel Drive Backhoe. PASSED AND ADOPTED this 11th day of March, 1996. E~'~ym ATTEST: APPROVED 0? FORM: J/~// LEASE/PURCHASE FINANCING PROPOSAL FOR CITY OF PARIS, TEXAS PROPOSAL # 22887 Revised OPTION #1 Payments Number of Payments Payment Timing Payment Amount Payment Factor Total Amount Funded Annual Percentage Rate In Advance 36 Monthly $1,726.71 0.029940 $57,740.00 5.22% DOCUMENTATION AND FUNDING MUST BE COMPLETED BY MAY 31,1996 U.L,LU...AUUA.I. ....,....~uJ.J...U.L.l..LJ...1J.1*"'****EQUIPMENT DESCRIPTION .................UU...U..L4UUJ.J........................uuuu DESCRIPTION MANUFACTURER New 1996 Model 590 Super Case Loader/Backhoe QTY DELIVERY 1 04/96 EQUIPM~NT COST $61,240.00 TOTAL EQUIPMENT COST AFTER DOWNrrRADE: $57,740.00 ~... ............ ,u"u,....u.....;.......... ......... ..A......'......... .1 ........................ ,U. 10... ........i..LJ.... ............ ....IoA.... A... .............1. J. ................ '.......... "'....u. .U.............. .......;..................................... AU............. ......... i... The above financing has been arranged by The Associates, for submission to: the City of Paris. Texas This proposal is for financing only and is subject to: 1. Completion of mutually acceptable documentation substantially in the form of the enclosed sample documents. 2. A review of the proposed essential use of the equipment and a final credit approval for the City of Paris, Texas, prior to funding. 3. No material adverse change in the financial condition of the City of Paris, Texas, prior to funding. 4. Receipt of a copy of the last three years' audited financial statements and the CUrrent years t budget for the City of Paris, Texas. 5. No change in Federal or applicable state or local tax law, regulations, case law, rulings, or other interpretations by the Internal Revenue Service that would affect adversely any Federal, state or local tax benefit assumed in determining the above proposal. . 6. That the City of Paris, Texas, qualifies as a political subdivision as defined in the Internal Revenue Code. , ,. 21919612:39:28 PM EXHISll, A Page 1 of 1 A EQUIPMENT LEASE-PURCH. E AGREEMENT Lessee: (Name and Address) City of Paris 50 West Hickory Pnris. 'I'X 75460 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 ("Equipment") in accordance with the following terms and conditions of this Equipment Lease-Purchase Agreement ("Leaso"). 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 earlier terminated as expressly provided for in this Lease, will continue until the expiration date (the "Expiration Date") set forth in Schedule A attached hereto (the "Lease Term"). 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 withoul notice or demand at the office of Lessor (or such olher 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 Scheduie A and thereafter on the subsequent dates set forth in Schedule A. Any payments received laler than ten (10) days from the due date will bear interesl at the highest lawful rate from the due date. Except as specifically provided in Section 6 hereof, the obligalion of Lessee to make the Leasa 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 seloff, defense, counterclaim. or recoupment for any reason whatsoever including, without limitation, any failure of the Equipmenl to be delivered or installed, any delects, malfunctions. breakdowns or infirmities in the Equipment or any accident. condemnation or unforeseen circumstances. Lessee reasonably believes that funds can be obtained sufficient 10 make all Lease Payments during the Lease Term.sRit ~9r9b',.' (leVeRant" tl:l:lt It ':.iII Eta all things la"Jfully '/:ithiR ill: po...gr to obtaiR. m:aintilir::l ~n~ proporly r9quor1 ,nli P'lfillft ftrnliro fr^,n whi,..h tho I O~~A P~)'mtlonts m8) he "'BEt8, iRaluEtiAg ~akiAg pro"itiQnr tor 'ru,.h p~ymAnfC! In .t,e 8)~8At ..?.......r-f?'Y In ft;:r,,..h h, ,liSle! ~..hn"li"oli fnr Iho p..rpnC!ft nf nhf~ining fl:II,dlu9, t:t5inS its ~8AB fiEte tled gffo1r- tn h~\lO C!1I,..h pnrtinn nf the budge' appra\'eEt aAd 9xhauttiAQ ,I, ?"..i1ablo nliminiC!fr~livtlo rtloViAWS a..eI B,,~etl18 i... the 8.8ftt stteh paFtiefl af the budget is Ret Bf1JHQ"OO. It Is Lessee's intent to make Lease Payments for the full Lease Term If funds are legally available therefor and in thaI regard Lessee represents that the use of the Equipment is essential 10 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 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 iI Lessee so requests. Lessor, will cause tha Equipment to be delivered to Lessee at the location specified in Schedule A ("Equipment Location"). 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 Ihe Equipment. 4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and agrees that the Equipment is of a size, design and capacity selected by Lessae, 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 825689 Rev. 8-90 Lease No. 10987 Lessor: (Name and Address) Associates Commercial Corooration 300 E. John Carpenter Freewav Irvinq, TX 75062 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~' SEE, OR AS TO THE ABSENCE OF LATENT OR OTHER ECTS, WHETHER OR NOT DISCOVERABLE, OR . 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 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 manufaclurer 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 exerci.sed its purchase option as provided in Section 20 hereof, upon the expiration or earlier termination of this Lease pursuant to the lerms 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.APPROPRIATlON OF FUNDS; NON-SUBSTITU- TION. Notwithstanding anything contained in this Lease to the contrary, in the event no funds or insufficient funds are appropriated and budgeled or are otherwise 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 terminale 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 herein agreed upon for which funds shall have been appropriated and budgeted or are otherwise 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 sel 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 nol cancel this Lease and this Lease shall not termlnata under tha provisions of this Section if any funds are appropriated to it, or by iI, 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 otherwise occurred or for the next succeeding fiscal period, and (Ii) that it will not during Ihe Lease Term give priority in the application of funds to any other functionally similar equipmenl or 10 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 otherwise acquire the use of any other equipment or ,.. , services performing functions similar to the functions of the Equipment, and, it this Lease terminates pursuant to t.. <)ection. Lessee agrees Ihat during the fiscal period Immediately" ,Ing the fiscal period in which such termination occurs it will not so purchase, lease, rent or otherwise acquire the use of any such other equipment or services., 7. REPRESENTATIONS, COVENANTS AND WARRANTIES. Lessee represenls, covenants and warrants as of Ihe date hereof and at all limes during the Lease Term that: (i) Lessee is a state or a fully constituted political subdivision thereof, or Us obligations hereunder conslltute obligations issued on behalf of a state or a political subdivision thereof, such Ihet any Interest derived under this lease will qualify for exemption Irom Federal income taxes under section 103 of the Internal Revenue Code of 1986, as amended (the "Code"). and that it will do or cause 10 be done all things necessary to preserve and keep in lull lorce end effecl (a) ils existence and (b) this lease; (ii) the execution, delivery and performance by the lessee of this lease and all documents executed in connection herewith, including, withoullimitation, Schedule A herelo and Ihe Delivery and Acceptence Certificate referred to in Section 3 hereof (the Lease together with all such documents shall be collectively referred to herein 85 the "Lease Documents") have been duly authorized by all necessary action on the part of the lessee; (Iii) the lease Documents each constitute a legal, valid and binding obligation of the Lessee enforceable in accordance with their respective terms; (iv) no additional governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with Ihe execution and delivery of the Lease Documents; (v) lessee has sufficient appropriations or other funds available to pay all Lease Payments and other amounts due hereunder for the current tiscal period; (vi) Ihe use of the Equipment by lessee is essential to and will be limited to the performance by lessee of one or more governmental funcllons 01 lessee consistent with the permissible scope of lessee's authority; (vii) no portion 01 the Equipment will be used directly or Indirectly in any trade or business carried on by any person olher than Lessee; and (viii) no portion of the Equipment will be used by an organization described in section 501 (c) (3) olthe Code and (ix) this Lease does not constitute an arbitrage obligation within the meaning of section 148 of the Code and is not federally guaranteed within the meaning 01 section 149(b) of the Code. lessee shall deliver to lessor an opinion of Lessee's counsel in form and substance as setlorth herein or as otherwise acceptable to lessor. In the event that a question arises as to Lessee's qualification as a palillcal subdivision, Lessee agrees to execute a power of attorney authorizing Lessor to make application to the Internal Revenue Service for a letter ruling with respect to the issue. 8. TITLE TO EQUIPMENT. Upan acceptance of the Equipment by lessee hereunder, title to the Equipment will vest in lessee subjecl to lessor's rights under this lease; provided, however. Ihat (i) in Ihe event of termination of this Lease pursuant to Section 6 hereof, (Ii) upan the occurrence of an Event of Default hereunder, and as long as such Event 01 Default is continuing, or (Iii) in the event Ihat the purchase option has not been exercised prior to the Expiration Date, title will immedialely 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 carelul manner for Ihe 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 Improvemenls to the Equipment without Lessor's prior written consenl unless such alterations, additions or improvements may be readily removed without damage to the Equipment. 11. L,-,~." ,IN; INSPECTION. The Equipment will not be removed from or, if the Equir "t consists of rolling stock, its permanent base will not be changed " the Equipment Location without Les~r'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, stale and federal) which may now or herealter 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. II Lessee fails to pay said charges, or taxes when due, lessor may, but need not, pay said charges or taxes and, in such evenl, Lessee shall reimburse Lessor therefor on demand, with interest at the maximum rale permitted by law Irom the dale of such paymenl by Lessor 10 the date of reimbursement by Lessee. 13. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee assumes all risk of loss of or damage 10 the Equipmenl from any cause whatsoever, and no such loss ot 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 Equipmenl. 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 thai any ilem 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 Conciuding Payment set forth in Schedule A opposite such Lease Payment Date. In the event that Lessee is obligated to make such paymenl 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 has 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 eslale 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. lessee, will, at its expense, maintain at all limes during the lease Term, fire and extended coverage, pUblic liability and property damage insurance wilh respect 10 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 amounl of Ihe 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 Ihirty (30) days prior written notice 01 any alteralion 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. In the event that Lessee has been permitted to self.insure, Lessee will furnish Lessor with a letter or certificate to such effect. In the event of any loss, damage, injury or accidenl involving the Equipment, Lessee will promptly provide Lessor with written notice thereof and make av~ilabie 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 clp' actions proceedings, expenses. damages or Iiabilites, including Jrney's fees and court costs, arising In connection with tha Equipment, including, but not limited to, its selection, purchase, delivery, installation, possession, use. operation, rejection, or return 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 10 the foregoing, this Lease inures to the benefit of and is binding upon the succassors 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 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 or assignment, to such assignee. 16. EVENT OF DEFAULT. The term "Event of Default," as used herein, means the occurrence or 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 aller 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 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 10 pay its debts as Ihey 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 aller the Iiling or institution thereof; (v) Lessee fails to maka 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 an 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 10 all amounts then due under the Leaso, and all remf 9 Lease Payments due during the fiscal year of Lessee in which .d default occurs to be immediately due and payable, whereupon the same shall become immediately d~e 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 hereol, or lessor, at its option, may enter upon the premises whare the Equipment is located and take immediate possession of and remove the same; (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. ieasing 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 Ihe 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 writlen notice rrom 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 setlorth 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. The parties assume that Lessor can exclude from Federal gross income the interest portion of each Lease Payment set forth in Schedule A under the column captioned "Interest Portion." lessee covenants that it will (i) register this Lease and transfers thereof in accordance with section 149(a) of the Code and the regulations thereunder, (ii) timely file a statement with respect to this lease in the required form in accordance with section 149(e) of the Code, (iii) not permit the property Iinanced by this Lease to be directly or indireclly used for a private business use within the meaning of section 141 of the Code. (iv) not take any action which results, directly or indirectly, in the Interest portion of any Lease Payment not being excludable from Federal gross income pursuant to section 103 of the Code and will take any reasonable action necessary to prevent such result, and (v) not take any action which results in this Lease becoming, and will take any reasonable action to prevent this Lease from becoming (a) an arbitrage obiigation within the meaning of section 148 of the Code or (b) federally guaranteed within the meaning of section 149 of the Code. Notwithstanding the earlier termination or expiration 01 this lease, the obligations provided for in this Section 21 shall survive such earlier termination or expiration. ,.. , 22. NOTICES. Ail 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 lhis Lease. 24. GOVERNING LAW. This Lease shall be construed in accordance wilh, and governed by, Ihelaws of Ihe sta' 'Ihe Equipment Location. 25. DELIVERY OF RELATED DOCUMENTS. Lessee willexecule or provide. as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction conlemplated by Ihis Lease. 26. ENTIRE AGREEMENT; WAIVER. The Lease Documenls conslitutelhe entire agreement between Ihe parties with respecI to the lease of Ihe Equip 'I, and Ihis Lease shall not be modified, amended, altered. or chan9~ except with the wri"en consent of Lessee and Lessor. Any provision ollhis Lease found 10 be prohibiled by law shall be ineffective 10 Ihe exlenl of such prohibition wilhout 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. day of 19~ IN WITNESS WHEREOF. Ihe parties have executed Ihis Agreemenl as of the LESSEE: City of Paris. _I'''ri ~ Tpx,,~ . BY:+MichaeI E-:-" Malone Tille: X Ci ty Manager / LESSOR: Associates Commercial Corporation By: OPINION OF COUNSEL Tille: Edward F. Pletzke vice President With respect to that certain EOllinrnent Lease-Purchase Agreement ("Lease") dated . , by and belween Lessor and Lessee, I am of Ihe opinion that: (i) Lessee is a lax exempt entity under Section 103 of the Internal Revenue Code of 1986, as amended; (ii) the execution, delivery and performance by Lessee of the Lease have been duly authorized by all necessary action on Ihe part of Lessee; (iIi) Ihe Lease constilutes a legal, valid and binding obllgalion of Lessee enforceable in accordance wilh its terms and all statements contained in Ihe Lease and all relaled instruments are true; (Iv) Ihere are no suils, proceedings or investigalions pending or,to my knowledge, Ihreatened against or affecting Lessee, at law or in equily, or before or by any governmenlal or administrative agency or instrumentality which, if adversely determined. would have a materiaJ adverse effect on the transaction contemplated in Ihe Lease or the ability of Lessee to perform its obligations under the Lease and Lessee is not in default under any material obligation for the payment of borrowed money. for the deferred purchase price of property or for the payment of any rent under any lease agreement which either individually or In the aggregate would have the same such effect; and (v) all required public bidding procedures regarding the awerd of Ihe Lease have been followed by Lessee and no governmental 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. Counsel for Lessee: J~tty/ of P"rt!':, P"ri!':, Tpx"s By: X r Title:~ I'. T. K. Haynes r.iry Artorney Dale: )( ,r 825689 Rev. 8-90 ,.. ESSENTIAL USE LETTER (Sample) (Please complete on your lenerheadl Associates Commercial Corporation 300 East Carpenter Freeway Irving, Texas 75062.2726 Gentlemen: Re: Equipment Lease-Purchase Proposal Number. I am furnishing the following information to facilitate the credit review process for the proposed Equipment Lease-Purchase transaction. A detl!llled explanation of the use and application of the equipment is as follows: The equipment is essential to the orgl!lnlzatlon for the following reasons:....,.- This equipment replaces previous equipment: No Yes If yes, the previous equipment was originally purchased in 19 Other equipment being used for the same purpose consists of- The useful life of the equipment in the operation of the department is' The future plans for the equipment are' The program/department has been in operation for yaars. The source of funds for the payments due under the Equipment Lease-Purchase Agreement for the current fiscal year is th.e fundlsl. " , The fund Is) generates Its revenue from' Sincerely, Lessee' By: Title' Date. B5LTlI.FIlM ..-:.... . .......... ~ '. '. ..'. FACT SHEET PLEASE hdURN THIS SHEET WITH THE FIN;.....CIAL STATEMENTS ......, .', ", " -. ..... PROPOSAL NUMBER: LEGAL NAME 01= ENTIlY: DEPARTMENT USING EQUIPMENT' FEDERAL 10 NUMBER: NAME OF COUNTY: STREET ADDRESS: Please give complete physical street address. 00 not give address with P.O. Box as express delivery will not deliver to it, BILUNG ADDRESS: . Please indicate any special billing instructions that are required to avoid late payments and subsequent late charges. ACCOUNT PAYABLE: CONTACT SIGNATURES: TELEPHONE II' Pleue print or type names exactly as the person will be signing the document. Signatures are not required here. AUTHORIZED OFFICIAL: Name: Tltle: AlTORNEY SIGNING OPINION OF COUNSEL: Name: TELEPHONE II' MAJOR REVENUE SOURCE' BANK REFERENCE' CONTACT NAME: TELEPHONE ,. FACT.SM.l'll'" IN;:'UtiANt;1: rAt; I ;:'HI:1: I We are in need 0 Certificate of Insurance for the micipality listed below. Please complete this form and return to the following: Associates Commercial Corporation 300 East Carpenter Freeway Irving, Texas 75062.2726 A TTN: Ed Pletzks (214) 541-3313 . TRANS NO: MUNICIPAll1Y: BID: CONTACT: PHONE: EQUIPMENT DESCRIPTION: PARENT INSURANCE COMPANY: ADDRESS. CITY: STATE: ZIP' PHONE: UNDERWRITER/AGENT COMPANY" ADDRESS: CITY: STATE: ZIP: CONTACT: PHONE' , , POLICY NO: EXPIRATION DATE. PUBLIC UABILlTY AMOUNT: DEDUCTIBLE' PHYSICAL DAMAGE AMOUNTS: COMPREHENSIVE: DEDUCTIBLE' PHYSICAL DAMAGE AMOUNTS: COLLISION: DEDUCTIBLE; INDICATE IF SELF-INSURED, OR IF POLICY IS CONTINUOUS: . SELF-INSURED FOR: LIABILITY: PHYSiCAL DAMAGE: BOTH: CONTINUOUS UNTIL END OF LEASE/PURCHASE AGREEMENT: YES: NO' INS-FACT.FIIM