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1995-006-RES WHEREAS, CITY COUNCIL DID AT ITS SPECIAL MEETING ON SEPTEMBER 19 1994 RESOLUTION NO. 95-006 WHEREAS, the City Council of the City of Paris, did at its special meeting on September 19, 1994, in Ordinance No. 94-042, authorize the purchase of a 1995 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, October 25, 1994; and, WHEREAS, the best bid for such purchase was made by CASE POWER & EQUIPMENT COMPANY, 2240 N.E. Loop 286, Paris, Texas 75460, and it was awarded the bid for such equipment on November 14, 1994; and, WHEREAS, the Agreement with CASE POWER & EQUIPMENT COMPANY for the purchase of one 1995 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 OF THE CITY OF PARIS, 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 Agreement upon the terms and conditions shown in Exhibit A attached hereto, with CASE POWER & EQUIPMENT COMPANY, financing the purchase of a 1995 4-Wheel Drive Backhoe. PASSED AND ADOPTED this 9TH day of January, 1995. ~~. Don Shelton, Mayor ATTEST: ""O:\\~:>: ~~ Mattie Cunningham, CIty Cle AGREEMENT F(P. 20.3328 Rell.4 Printed ,~n U.S.A. AGREEMENT Dy and between located at State/Provinco or and the undersignod Municipality (hereInafter called the "LESSEE"). Cityo! I Its successors, assigns, ~nd/or nominees (hereinafter called "LESSOR") 1. DESCRIPTION OF EOUIPMENT. LESSOR has purchased the equipment described below (hereinafter relerred 10 as "Equipment") from the manufacturer and simultaneously L~SSEE hereby leases the Equipment from the LESSOR 3ubJ~cl to the terms and condItions set forth below; 2, TERM OF AGREEMENT. The term of this Agreement shall be month3, beginning on ,19 ,19 I ~nd ending on 3. PAYMENT. a LESSEE agrees to pay to LESSOR a total of. payments of $ $: I pillS Intorest applled to the principal a1 thQ rale of in a finance charge of $ according to the following schedule: 1. An advance payment in lhe sum of S to be applied to the first rental period. 2. The balance of the total of payments to be payable in payments of S each due at the beginning of i,tach month portion beginning the day of ,19 b. LESSEE hereby agrees 10 pay interest on each paymont past due more than ten (10) days at the highest contract rate allowed by law. 4. MUNICIPALITY'S OPTION TO PURCHASE. LESSOR nereby ~rants to LESSEE (municipality) lhe option to purchase the Equipment, provided that LESSEE gives notice to LESSOR, In wrltlng, of his Intention to exercise the optIon at lease days prior to the expiration of this AgreElment, and provided further that LESSEE'S right to 50 purchase the Equipment is conditioned on LESSEE's complete performance ot all the terms and provisions of this Agreement on Its part to be performed) in<;ludlng full compJJance with tne payment as specified tlerein. a. ShOuld LESSEE exercise the opllon to purcnase, % 01 lhe portion of eacn payment applied to principal paid hereunder shalt be applied to Ihe purChase price 01 the Equipment. On receipl of tna balance ollhe purChase price by LESSOR, together wltha"sum equal to any new or applicable unpaid sales and use taxes, LESSOR will transfer title of the Equipment to LESSEE, and wi1l deliver, on written requesl, written evidence 01 the transfer of such title. b. The purchase Price of the Equipment applicable to thiS option to purch.,e is the sum of $-, 5. LOCATION OF EQUIPMENT. a. The EQuipment shall be located at during the entire term of Ihls Agreement. LESSE.E snail not. without the prior written consent of LESSOR, permit the Equipment to be removed from this location. b. At lhe request of LESSOR, LESSEE will join LESSOR In executing one or more Financing Statements, pursuant to the Uniform Commerci~l Code or other regIstration law applicable to the location of the Equipment and/or the LESSEE, in form satisfactory 10 LESSOR; LESSEE will pay the cost of liling the Financing Slalement(s) in all puollc oflic.s wherever Iiling is deemed by LESSOR to be necessary or desirable. 6. WAR RANTY. LESSOR makes no representations or warrantl~$ with respect to the EquIpment set forth herein. Any warrantlesrrOVlded by LESSOR on the Equipment set forth herein shall be given to LESSEE undt:lr separate agreement provIded by the manufacturer 0 the Equipment, the receipl whereof Is hereby acknowled~ed by LESSEE. 7. MUNICIPALITY RESPONStBILITIES. a. LESSEE assumes and will pay all costs and expenses of any charactar, arisIng from Ih(i use, possession, or maintenance of said Equipment. b_ LESSEE shall keep the Equipment freo of all lions, taxes) encumbrances and seIzure or levy; Shall ['\ot use sama Illegally, shall not damage, abuse, mlsu5e, abandon or lose said Equipment; shall not part with possessIon thereof, whethor voluntarily or invountarily or transfer any Interest therein. c. LESSEE at its own cost and expense shall maintain property damage Insurance against "all.risk of prwsical damage" in such amounts as LoSSOR may reasonably require. Such Insurance shall be in a form and with companies as LESSOR shall approve, which approvai shall not be unreasonably withheld, shall name LESSOR as an additional Insured and shall provide that such insurance may oat be cancelled or allered as 10 LESSOR withOut alleast len (10) d.ys prior written notice 10 LESSOR. LESSEE shall delivery to LESSOR on or betore the date on which the Equipment Is delivered evidence satislactory to LESSOR os such insurance. O. Upon execution 01 this Agreement) LESSEE shall provide LESSOR with an OPiNION OF COUNSEL substantially In the form annexed hereto as Exhibit A. consisting of a principal amount of % per annum which results a. LESSOR RIGHT OF fNSPECTION. LESSOR shall have the right at any time to enter the premi,es occupied by the Equipment and shall be given free access thereto and afforded necessary facilities for the purpose of inspection. 9. NON.APPROPRIATION, If 1UI'I0$ are not allotted by th~ LESSEE for the next fiscal periOd sufficient to continue making the payments set forth in Section "3" hereof, LESSEE may terminate thIs Agreement upon the expiration of the then currenlllscal year. LESSEE agrees to ptovide lESSOR immediate notice of Its intention to terminate. 10. NON.SUBSTITUTION. The Lessee agrees that in the event the Lessee exercises Its right to terminato this lease In accordance with the non.appropriation provisions contained herein, the Lessee will not purchase, lease. or rent other equiRment for the purpose of performing the functions and projects which were to be performed by the leased equjpm~nt tor a periOd of nInety (SO) days frorn the date of terminatiOn of this Lease, 11. EXPIRATION OF AGREEMENT. a. At the expiratlon of 1he term of this Agreement as set forth in SQction "2", and if LESSEE tlas elected oot to exercise an option to pun;:hasa described In Section "4", LESSEE 5hall be responsiole for the delivery of It'e Equipment to a place designated by LESSOR. b, At its option, LESSOR may enter the premiSt,)$ of LE.SSEE tor the purpose of affecting tho removal of the EQuipment to the locatIon de5ignated by LESSOA. If LESSOR exercises this option, LESSEE shalf be responsIble for the costs associated wllh the removal ot the Equlpmenl to the location designated cy LESSOR. F'XHIRIT A . 12: '~VENTS CONSTITUTING L~SSEE DEFAUL.. LESSOR may terminate Ihis Agreement immediately upon the occurrence of any of the tollowlng events: a, LESSEE fail. 10 pay when due any of the payments, or to perform, or rectify breach, of, any obligation assumed by LESSEE in this Agreement. b. LESSEE make~ an assignment for benefit of creditors. or is subject to any receivership, insolvency Of bankruptcy proceedings. C, Any other event which causes LESSOR, In good faith, to deem Itself insecure. 13, RIGHTS AND REMEDIES OF LESSOR UPON DEFAULT. l.,Jpon the occurrence of any 01 the events of default doscribed in Section "12", and at any limo thereafter, LESSOR may, in its discretion exercise anyone. or all, of the followlo9 righ'ts of rem(ldies; , a. To accelerate aU the payments des,crlbed heroin and doclare them immediately due and payable. b. LESSEE shall bfJ liable to LESSOR for an amount equal to tho sum 01 the payments accelerateo pursuant to Subseclion "a" immediately above; ~aid sum to be immedIately due and payable as liquidated damages and not as a penalty. c. To require LESSEE to assemble Equipment at LESSEE'S expense, and make it available to LESSOR al a place to be designated by LESSOR. LESSOR may enter tt>e premise. 01 LESSEE for the purpose of peacefully exercising the righls of LESSOR sel f~rth In thi. subsection. 14. WAIVER, Failure of LESSOR to exercise any right or remedy, including but not limited to, the acceplance of parties or delinquent payments, shall not be a waiver of any obligation of LESSEE or right 01 LESSOR or constitute a waiver of any other similar default subsequently occurring. 15_ ASSIGNMENT. a. BY L~SOR: LESSOR may 85si9n this Agreement and In the event of such asslgnmont, LESSEE shall perform all promises herein to sue A!3.sionee as Ihe owner hereof. Attlilr LESSEE receives notice 01 assignment hereof, LESSeE shall make all payments hereunder direct to the nolder horeof and LESSOR shaH not be ttlO agent of the holder for transmission of paymonts or olherwi$d. b. BY ~ESSEE' LESSEE may not assion, transferor delegate lis rights or obligations undor this Agreement without the consent of LESSOR if' writ og. 16. ENTfRE AGREEMENT. Thl. Agreemenl Is and shall be deemed the complete and Iinal expression of the agreement between the Partie. as to malters herein contained and relative thereto, and supersedos all p(~vious agreemonts between the PartIes pertaining to such matters. It is cl$arly understood that no promise or representation not contained herein was an inducement to elth.;:r Party or was relied upon by eithe( Party in entering Into this Agreement_ 17. MODIFICATION. No letter, or other form of communIcation, passing between the Parties hereto, covering any matter during the effective period 01 this Agreement, shall ce deemed a part Of this Agreement, nor shall it have the effect of amending or modifying this Agreementj unless saId communication dIstinctly states that said communication Is to constitute a part of this Agreement and Is to be attached as a rider to this Agreement and Is signed by the Parties heroto. 1S. CAPTIONS. Captions contained in this Agroement are inserted only as a mattarof convenience and In nO way define, limit orextend the scope or Intent of this Agreement or any provision thereof. 19. NOTICE. This deposit of written notice in the malls in an envelope certified or registered with postage prepaid and address~d 10 the LESSEE, at trle address shown belOw, or to lESSOR at the address shown below, shaH constitute notice pursuant to this Agreement. 20. AUTHORITY TO CONTRACT. The execution ~nd delivery of this Agreement wIll not violate or constitute a breach of any agreement or restrIction \0 which LESSEE is a party or i. subject. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the day of .19 LESSOR: LE;SSEE/MUNICIPALITY: By By Its Its Date LESSOR'S address tor nOUces under this Agreement: Street City State/Province Dale LESSEE'S addre.s for nolices under this Agreement: Street City State/Province Zlp/POlllllt C~~ Zlp/PQ~lll.t Codo ASSIGNMENT (With Full Rocou"o) Tho within Agreemeot, together with the indebtedness anCl all rights thereIn descdbed, Is hereby assIgned wIth full recourse, transferred, conveyed and set over unto J I CASE CAEDIT CORP.ORATION fo( Its SUc(;~ssors or assigns, for Us or theIr own use forever, with full power and authority with regard thereto subject nevertholess 10 lhe conditions therein contaJr'led and 10 the rights therein 9ranled ","ccordlng to law and subject to tho provisions of the current Retail Financing Agreement between Assignor and Assignee, and each assignor reprasents and warrants the said Instrument as genuine and in all respects what it purports to be and has no knowledge ot any fact impairing the validity then~or. and that the((~ are no set-offs O( counterclaims against the ~l8mo. Payment of ttle withIn Agreoment according to its terms Is hereby guaranteed by ttua' undersigned. Les~o(: By; (As:elgnor) Titt".