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1995-004-RES WHEREAS, CITY COUNCIL DID AT ITS SPECIAL MEETING ON SEPTEMBER 19 1994 RESOLUTION NO. 95-004 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 Street Sweeper for use in the Sanitation Department, and thereafter did advertise for bids for furnishing said Street Sweeper, 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 INDUSTRIAL DISPOSAL SUPPLY, Post Office Box 860707, Piano, Texas 75086, and it was awarded the bid for such equipment on November 14, 1994; and, WHEREAS, the Lease/Purchase Agreement with TYMCO EQUIPMENT LEASING COMPANY for the purchase of one 1995 TYMCO Model 600BAH Regenerative Air Street Sweeper is attached hereto as Exhibit A, and such Agreement should be approved; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL O}' 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 Lease/Purchase Agreement upon the terms and conditions shown in Exhibit A attached hereto, with TYMCO EQUIPMENT LEASING COMPANY, financing the purchase of a 1995 TYMCO Model 600BAH Regenerative Air Street Sweeper. PASSED AND ADOPTED this 9TH day of January, 1995. M~ Don Shelton, Mayor ATTKl\T: Mattie Cunningham, City Clerk APPROVED AS TO FORM: cuotomer No. 965000 Lessee's P.O. #1204 Agreement No. 941212 Dealer No. 590000 LEASE/PURCHASE AGREEMENT TYMCO EQUIPMENT LEASING COMPANY TAX-EXEMPT FrNANCE DIVIsrON LESSEE LESSOR . City of Paris. 135 1st Street S.E. Paris, TX 75461 903-~85-7511 TYMCO, Inc. 225 E. Industrial Blvd. P. O. Box 2368 Waco, TX 76703-2368 817-799-5546 DESCRIPTION OF EQUIPMENT ------------------------------------------------------------------------------------------ QUANTITY (TYPE, MODEL AND SERIAL NUMBER) UNIT PRICE AMOUNT ------------------------------------------------------------------------------------------ .1 TYMCO Model 600BAH REGENERATIVE AIR STREET SWEEPER Sweeper Serial No. Truck Serial No. Finance Amount $ 86,599.25 ------------------------------------------------------------------------------------------ TYPE OF ENTITY.(COUNTY, CITY, SCHOOL DISTRICT, ETC.): City ------------------------------------------------------------------------------------------ FULL LEASE TERM RENT PAYABLE MONTHLY RENTAL PAYMENT AMOUNT RENTAL PAYMENT SCHEDULE ---------------------------------------~-------------------------------------------------- 60 MONTHS xx ADVANCE RENTAL ARREARS PAYMENT $ ~ MONTHLY RENTAL TAX $ .00 QUARTERLY TOTAL SEMI~ANNUALLY PAYMENT $ ANNUALLY ADVANCE PAYMENTS NUMBER 1 1@$1,685.29 REMAINING PYMTS. NUMBER 59@$1,685.29 ea. AFTER COMMENCEMENT DATE ------------------------------------------------------------------------------------------ EQUIPMENT LEASE/PURCHASE AGREEMENT In consideration of the mutual covenants hereinafter contained, the parties agree that Lessee shall lease from the Lesoor the property described above (the "Equipment"), subject to the terms and conditions oet forth herein. The agreement is made upon the following terms and conditions: 1. RENTAL. Lessor and Lessee understand and intend that the obligation of LeGoee to pay rent hereunder shall constitute a current expenDe of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, EXHIBIT A Page 2 nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. Lessee shall pay rent exclusively from legally available funds, in the amounts set forth both above and on the rent due dates set forth in the Schedule of Payments (Exhibit C) attached to the Certificate of Acceptance (Exhibit D), executed by Lessee, by mailing the same to LeGnor at the address specified in section 14(a). For purpoGes of making computations under applicable regulations and rulings under federal' income tax law, and aB set forth in the Schedule of Payments, a portion of each rent payment ia paid as, and represents payment of, interest, and the balance of each rent payment is paid as, and represents payment of, principal. Each year's rental payment is for the consideration actually furniGhed that year and each rental payment ia supported by the use of the equipment in each year. The obligation of Lessee to make payment of rent, and to perform and observe the agreemento contained in the Agreement, ahall be absolute and unconditional in all events, except as expressly provided herein. Notwithstanding any dispute between Lessee, Lessor, and any other person, Lessee shall make all rent payments when due and shall not withhold any rent payments pending final resolution of such dispute, nor ahall Lessee assert any right of setoff or counterclaim against its obligation to make ouch payments required under this Agreement, Lessee's obligation to pay rent shall not be abated through accident or unforeseen circumstances. 2. LEASE TERM. (a) Commencement of Lease Term. The lease terms shall commence on the date on which the Equipment is accepted by Lessee as indicated on the Certificate of Acceptance (the Commencement Date), and shall terminate on the last business day of Lessee's then current fiscal budget period (such period being hereinafter referred to as the "Original Term"): provided, however, that this Agreement shall be effective from and after the date of execution hereof. (b) Renewal of Lease Term. Upon expiration of the original Term, this Lease shall automatically renew on a year-to-year basis for the number of budget periods necessary to comprise the Full Lease Term as set forth in Exhibit C attached hereto and made a part hereof, unless Lessee gives written notice to Lessor not less than 60 days prior to the end of the then current term pursuant to subpart (e) of this section or Section 10, as the case may be. Each renewal period is hereinafter referred to as a "Renewal Term", and all Renewal Terms, together with the Original Term, shall comprise the "Full Lease Term". The terms applicable to any Renewal Term shall be the same as the.' terms applicable to the Original Term, except that the rent shall be as provided in the Schedule of Payments in Exhibit c. (c) Termination of Lease Term. The Lease Term will terminate upon the earliest to occur of any of the following events: (I) the expiration of the Original Term or any Renewal Term and the nonrenewal thereof in accordance with the terms hereof; (2) the purchase of the Equipment by Lesace pursuant to Section 8 or 10; (3) a default by Lessee or Lessorls election to terminate this Agreement under Section 12; or (4) the payment by Lessee of all rentals authorized or required to be paid by Lessee hereunder. (d) Continuation of Lease Term by Lessee. Lessee intends, subject to the provisions of subpart (e) of this section, to continue the Lease Term through the Original Term and all Renewal Terms for the Full Lease Term and to pay the rent hereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all rent for the Full Lease Term can be obtained. Lessee further intends and covenants to do all things lawfully within its power to obtain and maintain funds from which the rent may be paid, including making provision for such rent to the extent necessary in each budget submitted and adopted in accordance with law, to use its bona fide best efforts to have such portion of the budget approved, and to exhauet all available reviews and appeals in the event ouch portion of the budget is not approved. Page 3 (e) Nonappropriation4 In the event sufficient funds are not appropriated for the payment of the rent required to be paid in the next succeeding Renewal Term, and Lessee has no funds legally available for rent from other sources, then Lessee may terminate this Agreement at the end of the Original Term or the then current Renewal Term, as the case may be, and Lessee ahall not be obligated to mak~ payment of the rent beyond the then current term. Lessee agrees to deliver notice to Leosor of ouch termination at least 60 days prior to the end of the then current term. If this Agreement is terminated under this Dub-part, Lessee agrees, at Lessee's cost and expense, peaceably to delivery the Equipment to Leosor. In addition, Lessee agrees, at Lessee's coat and expense, to incur the necessary cooto and expenseo to bring the returned sweeper and truck chaoois up to factory remarketing otandards. To the extent lawful, Lessee covenants that it will not, until the date on which the next oucceeding Renewal Term would have ended, expend or commit any funds for the purchase or use of equipment to be used for the same purpose as, or a purpooe functionally equivalent to, the Equipment4 Notwithstanding anything in this Agreement to the ,contrary, the,provisions of this SUb-part shall survive termination of this Agreement. 3. REPRESENTATIONS AND COVENANTS OF LESSEE. Lessee represents, covenants and warrants to Lessor as follows: (a) Lessee is an entity described in Section l03{a) of the' Internal Revenue Code of 1986, as amendedi and will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as such an entity. (b) Based upon the representations, covenants and warranties of Lessor, the execution and delivery of this Agreement by Lessee and performance of this obligations hereunder ia not prohibited by the Constitution and laws of the state specified on the Certificate of Acceptance (the "State"), and has been duly authorized by resolution of the governing body of Lessee (a certified copy of which shall be attached to the opinion of Lessee's counsel)i and Lessee has obtained such other approvals as are necessary to consummate this Agreement. All requiremento have been met, and procedures have occurred, necessary to ensure the enforceability of this Agreement against Lessee, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment hereunder. (c) Lessee has determined that a present need exists for the Equipment which need is not temporary or expected to diminish in the foreseeable future. The Equipment io essential to and will be used by Lessee onlyl for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity. (d) Lessee will annually, upon request, provide Lessor with a letter from the City's accountant stating that funds have been appropriated in the City's annual budget to continue this lease for the next renewal term. (e) The Equipment is, and shall remain, personal property and when subject to use by' Lessee under this Agreement will not be or become fixtures. The Lessee further warrants that this lease will not constitute a "private activity bond" within the meaning of Section 141 of the Internal .Revenue Code in that Lessee will not sublease the Equipment, nor will Lessee enter any management, output, or similar types of contracts where more than 10 percent of the proceeds of the lease purchase agreement will be used for one or more private business uses or where the payment of the principal of, or interest on, more than 10 percent of the proceeds of this Lease will be made, either directly or indirectly by payments, property, or monies borrowed by private business users. (The term "private business use" means any direct or indirect use in a trade or business carried on by an individual or entity other than a state or local governmental unit, including use by the Federal Government or any agency thereof. A special exemption is provided for "exempt facility bonds" and 501 (C) (3) "tax exempt organization bonds". Page 4 4. TITLE TO EQUIPMENT; SECURITY INTEREST. During the Full Lease Term, title to the Equipment shall remain vested in the Lessor. Upon exercise by Lessee of the purchase option granted in Section 10 of this Lease, Lessor shall deliver to Lessee by appropriate documents title to the Equipment, free and clear of all liens and encumbrances. In the event of a default as aet forth in Section 12 or nonappropriation as set forth in Section 2(e), Lessee will surrender possession of the Equipment to Lessor as required by Section 2(e) and release all claim or right to said Equipment accordingly. To secure the prompt payment and performance as and when due of all of Lessee's obligations hereunder, and all other obligations of Lessee to Lessor, both now in existence and hereafter created, Lessee hereby grants to Lessor a first security interest in the Equipment, and all replacements, substitutions and alternatives therefor and thereof and 'acceasions thereto and all proceeds (cash and non-cash), including the proceeds of all insurance policies, thereof. Leosee agrees that with respect to the Equipment Lessor shall have all of the rights and remedies of a secured party under the Uniform Commercial Code as in effect in the State. Lessee may not dispose of any of the Equipment without the prior written consent of Lessor, notwithstanding the fact that proceeds constitute part of the Equipment. 5. USE AND MAINTENANCE. Lessee shall use the Equipment in a manner consistent with the requirements of all applicable insurance policies,. and will not change the location of any Equipment as specified in the Acceptance Certificate without the prior written consent of Lessor, which consent shall not be unreasonably withheld. Lessee shall not attach the Equipment to any other item of equipment in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of ~quipment. Lessee, at its own expense, will maintain the Equipment in as good operating condition as when delivered to Lessee hereunder, ordinary wear and tear resulting from proper use thereof alone excepted, and will make all repairs reasonable necessary for such purpose. In addition, if any component of the equipment shall become damaged beyond repair, Lessee at its own expense, will within a reasonable time replace such component, with replacement components which are free and clear of all liens or right of other and have a value and utility at lease equal to the components replaced. All components which are attached to the Equipment which are essential to the operation of the Equipment or which cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value and utility which the Equipment would have had without the addition thereof, shall immediately be deemed incorporated in the Equipment and subject to the terms hereof as if originally leased hereunder, and subject to the security interest of Lessor in the Equipment. Lessee shall not make any material alterations to the Equipment without the prior written consent of Lessor, which consent shall not be unreaso~ably withheld. Upon reaoonable advance notice, Lessor shall have the right to inspect the Equipment and all maintenance records with respect thereto, if any, at any reasonable time during normal business hours. 6. FEES; TAXES; OTHER GOVERNMENTAL AND UTILITY CHARGES. Lessee agrees to indemnify Lessor against all titling, recordation, documentary stamp and other fees, arising at any time prior to or during the Lease Term, upon or relating to the Equipment or this Agreement. The parties contemplate that the Equipment will be used for a governmental purpose of Lessee and that the Equipment will be exempt from all taxes presently assessed and levied with respect to personal property. In the event that the use, possession or acquisition of the Equipment is found to be subject to taxation in any form (except for net income taxes of Lessor), Lessee will pay as they corne due all taxes and governmental charges of any kind that may be assessed or levied against the Equipment, as well as all , utility and other charges incurred in the operation, maintenance and use of the Equipment. Page 5 7. INSURANCE. At its own expense, Lessee ahall keep the Equipment covered against 10s8 due to fire and the risks normally includeq in extended coverage, malicious mischief and vandalism, for not les8 than the Full Insurable Value of the Equipment; and Lessee shall also carry automobile insurance, including bodily injury liability and property damage liability with a single limit of not leoo than $1,000,000 per occurrence, or such greater or lesser amount as Lessor may from time to time require on notice to Lessee. As used herein, "Full Insurable Valuc" means the full replacement value of the.Equipment or the then applicable Purchase Price designated as Buch on the Schedule of Payments, whichever is greater. All insurance shall be in form and amount and with companies reasonably satisfactory to Lessor. All insurance for 10s8 or damage shall provide that losses shall be payable to Lessor and Lesace, ao their interests may appear, and Lessee shall utilize its best efforts to have all checks to Buch losses delivered to Lessor. Lessor shall be named as an additional insured with respcct to such liability insurance. Lessee shall pay the premiums and deliver to Lessor evidence satisfactory to Lessor of Buch insurance coverage. Each insurer shall agree, by endorsement furnished to Lessor, that (a) it will give Lessor 30 days prior written notice of the effective date of any material alteration or cancellation of such policy; and (b) insurance as to the interest of any named additional insured or loss payee other than Lcssee shall not be invalidated by any actions, inactions, breach of warranty or conditions or negligence of Lessee with respect to such policy. If Lessee insures similar properties against casualty 108s by self-insurance, Lessee may satisfy its obligations with respect to casualty insurance hereunder by providing self-insurance with respect to the Full Insurable Value of the Equipment by means of an adequate insurance fund. Lessee shall carry workmen's compensation insurance covering all employees working on, in, near or about the Equipment, or demonstrate to the satisfaction of Lessor that adequate self-insurance is provided, and shall require any other person or entity working on, in, or near or about the Equipment to carry such coverage, and will furnish to Lessor certificates evidencing such coverage throughout the Lease Term. The Net Proceeds of the insurance required hereby shall be applied as provided in Section 8. As used herein "Net proceeds" means the a~ount remaining from the gross proceeds of any insurance claim or condemnation award after deduction of all expenses (including attorney's fees) incurred in the collection of such claim or award. If Lessee is a governmental entity and does not maintain liability insurance as described above, Lessee agrees that it will maintain a program of self insurance, either alone, or in cooperation with other governmental entities, that provides coverage to Lessee in the form and amount stated above, but in any event, not les8 than the maximum exposure to Lea see under any applicable governmental immunity rule, regulation, statute or law. Lessee shall deliver to LeeDor evidence oatisfactory to Lessor of such self-insurance coverage. 8. DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS. If prior to the termination of the Lease Term (a) the Equipment io damaged in whole or in part by casualtYi or (b) title to, or the temporary use of, the Equipment or the estate of Lessee or Lessor in the Equipment shall be taken under the exercise of the power of eminent domain by any governmental body or by any person acting under governmental authority; Lessee and Lessor will cause the Net Proceedo of any insurance claims or condemnation award to be applied to Lessee's obligations by this section. If the Equipment is not deemed to be a total loss, Lessee shall, at ita expense (after the application of the Net Proceeds of any insurance claims or condemnation award), cause the repair or replacement of the Equipment. In the event of total destruction of the Equipment, Lessee shall pay to Lessor on the next rent due date (as set forth on the Schedule of Payments) which succeeds the date of such loss, an amount equal to the purchase price of the equipment Page 6 leaa the total amount of all rento which repreoented equity in the equipment previously paid under thie Agreement, pluG rent due on ouch date, plus any other amounts then payable by Lessee hereunder. Upon such payment, the Lease Term shall terminate, any security interest of LeaGor in the Equipment ahall terminate, and Lessee will acquire unencumbered title to the Equipment as provided in Section 10. If.Lessee ia not then in default hereunder, any portion of the Net Proceeds in exceOD of the amount required to pay in full Lessee's obligations as Get forth in this Section ahall be for the account of the Lessee. Lessee agrees that if the Net Proceeds are insufficient to pay in full Lessee's obligations as set forth in thio Section, Lessee shall make such payments to the extent of any deficiency. 9. WARRANTY. Products and parts manufactured by TYMCO, INC., and all services performed by TYMCO, INC., are subject to the applicable Warranty currently published by TYMCO, INC., which Warranty is, by this reference, incorporated herein. Copies of said Warranty may be obtained from any office of TYMCO, INC., or from any authorized TYMCO dealer. LESSOR MAKES NO OTHER WARRANTY EXPRESS OR IMPLIED REGARDING THE CAPACITY OF THE REQUIREMENT OR THAT THE EQUIPMENT WILL SATISFY THE REQUIREMENTS OF ANY LAW, REGULATION OR SPECIFICATION OR THAT THE EQUIPMENT WrLL BE FIT FOR ANY PARTICULAR PURPOSE. 10. PURCHASE OF EQUIPMENT BY LESSEE. The Lesoee will have an option to purchase and can exercise that option to acquire title free and clear of all liens, and this Agreement will terminate provided Lessee is not then in default upon the occurrence of either of the following events: (a) the end of the Full Lease Term, upon payment in full of all rent and other amounts payable by Lessee hereunder for the Full Lease Term; or (b) at the end of the Original Term or any Renewal Term, or any month within such Original Term or any Renewal Term, as set forth in the column entitled IIprincipal Balance" within Exhibit C incorporated herein by this reference, upon payment by Lessee of the then applicable Purchase Price plus all other sums then due by Lessee hereunder. 11. ASSIGNMENT: INDEMNIFICATION. (a) Assignment. This Agreement and the interest of Lessee in the Equipment may not .be sold, assigned, sublet or encumbered by Lessee without prior written consent of Lessor. This Agreement, and the obligations of Lessee to pay rent hereunder, may be assigned and reassigned in whole or in part to one or more' assignees by Lessor subject to their terms of this Lease/Purchase Agreement at any time without the necessity of obtaining the consent of Lessee. Lessor agrees to give notice of assignment to Lessee and upon receipt of ouch notice, Lessee agrees to make all payment a to the assignee designated in the assignment, notwithstanding any claim, defense or setoff (whether arising from a breach of the Agreement or otherwise) that Lessee may have against Lessor's assignees. Lessee agrees to execute all documents, including notices of assignment and chattel mortgageo or financing statements which may reasonably be requested by Lessor or its assignees to protect their interests in the Equipment and in this Agreement. (b) Lessee agrees to indemnify and hold harmless Lessor for any damage or injury of any kind, arising out of the negligence or actionable conduct of Lessee, its employees, agents, representatives or contractors, or any person or entity alleged to be an employee, agent, representative or contractor of Lessee. 12. EVENTS OF DEFAULT AND REMEDIES. (a) Events of Default. The following shall be "events of default" under this agreement and the term "default" shall mean anyone or more of the following event8: (1) failure by Lessee to pay any rent or other payment required to be paid hereunder at the time specified herein; or (2) failure by Lessee to observe and perform any other agreement on ita part to be observed in such time prior to its expiration; (3) any statement contained herein or furnished with respect hereto by or on behalf of Lessee proving to have been false in any material reopect at the time that it was made; or (4) the filing by Lessee of any petition or answer seeking 'apoJ a4~ ,0 6~T uo,~oas ,0 6u,u~aw a4~ u,4~,~ paa~u~3~n6 ^TT~3apa, (q) 30 apoJ a4~ ,0 8~T uo,~oas ,0 6u,u~aw a4~ U,4~,~ uo,~~6,TqO a6e3~lq3E UE (e) 6ulwo~aq WO~l a8Ea~ e1~~ ~uaAa3d o~ U014~E atqeuoBEa3 AUE a~E~ lTrM pUE 16ulwo~aq aBEa~ 8Tq~ Ul 841n8a3 4~14M U014~E AUE a~E4 40U (A) pUE 14108a3 4~n8 4UaAaJd O~ ^3~88aOau UO,~O~ aTq~u08~a3 ^U~ a~~~ TT,~ pu~ apoJ a4~ ,0 [OT uo,~oas o~ ~u~n83nd awo~ul 88036 TE3apad W03J alqEpnl~xa 6ulaq 40U 4uaWAEd aBEa~ AUE 10 u01430d 48a3a4U~ a44 ul '^14~a31Pu1 30 A14~a31P '8410633 4~14M U014~E AUE a~E4 40U (AT) 'apo~ 344 1~ T~T u014~aS JO OUlueaw 844 u1441M aen 6saulsnq 34Eh13d E 301 paen ^14~a31PUl 30 A14~a31P aq o~ a8~a'1 8,4~ Aq paou~u" ^~_'ad03d al[~ ~,w3ad ~ou (n') 'apoJ al[~ ,0 (a)6H uo-noas 441M a~UEp30~~E Ul W30J pa31nba3 344 ul a8Ea~ ol114 04 48adS33 441M 4uawa4E46 E al1J ^laW14 (11) 13apuna3344 suo14Elnoa3 844 PUE apo~ 344 JO (e) 6~T u014~aS 441M a8uEp~o~8E Ul 1033344 B33J8UE34 pue aeEa~ 8144 38481033 (1) 111M ~T ~~4~ B~U~Ua^o~ aaBsa~ OllPT~d :j.8a:ra:j.ulll pauo"!,:j.d~:J UWn10:J aq:). :rapun alnpaq:J8 uOT:j.~z1~:rowm aq~ uT q:j.:roJ 1as 1uawA~d a8~a~ q:JEa 10 uOl:j.:rod 1sa:ra:j.u1 aq:j. awo:Jul 880:r6 lE:rapa~ w031 apn1::>xa UE::> 30ssa~ "4~4"4 awn8S~ sa1~3~d atl~ OS~NVNaAOO !N01~dwnSSV xvx 0(1 O"4Ualpadxa pawaap aq JEW SE ua:j.Jo BE pUE aWT~ 01 aWl"4 wo:rJ paBl:J:raxa aq :j.QD1w :j.q013 q::>ns AUE :j.nq IJoa:ra4"4 :raA1~M ~ aq O:j. pa1:Jn:r:j.Buo::> aq 1IEtlS :co :j.tl01:r q::>ns AUE :rlEdw1 TTEqS "41nE]ap AUE uodn 6u1n:r::>:JE "4Q613 AU~ aS1:J3axa 01 u01S51WO 30 AETap ON oA"41nba u1 :co MET "4E DU1:j..81xa :ra"4]Ea:raq :ro MOU :co "4uawaa:rov 514"4 ;capun uaA1D Apawa:r :ra4:j.0 A:caA8 0"4 u01:}.1PpE u1 aq TIEqe PUE a^1"4EInwn:J aq TIEtJe Apawa:r q:Jns A:caA8 pUB a^lsnl0xa aq o~ papua~u, 8, 3088a'1 o~ aTq~T,~A~ ^paWa3 ON .aA,8nTox~ ^paWaH ON (~) O:r088a~ o:}. aTqET1EAE ~pawa:c :raq:j.o AUE :co aAoqE pa"4s11 salpawa:r aq:}. 10 AUE ]0 "4uawa::>:ro]ua aq:}. o:}. :j..::>adsa:c q"41M :rOS8a~ lq pa:r:rn:Jul IS:}.DO:J :j.:rno::> DU1pnI::>U1 Isasuadxa pUE 8"4600 :raq"40 pUE saaJ 1Eoa1 TIB :CO] aIqB1I ulBwa:r 111M a8Bs8~ 'U01"4TPPE Ul oS:j.uawAEd TE:}.ua:r aq:}. ]0 u01:}.E:raTa::>oE 10 Apawa:r AUE aP1Ao:rd O:j. pan:r"4SUo::> aq 1IEqs u1a:raq pau1E:j.uo:J oUlq:j.ON .~uawd,nb~ a4~ ]0 lT~ 30 ^U~ O~ 8~ ~uawaa36v 8,4~ ,0 4o~a3q a4~ 30] sa6~mep 3aAOoa3 O:}. ;co :j.uawaa:r6v 81q"4 ]0 Bw:ra"4 a4"4 a::>:ro]ua 01 uOl:j.::>E 1:cno::> a1El:rdo:rdd~ Xq paa::>o:rd :co MET alqE::>lTddE :capun 11 01 a1qE11~AE aq A~W q::>T4M Xpawa:r :ro 1461~ ~a41o AUE aS1::>~axa (v) pUE !a uOl1~as o~ ~uEns3nd anp 1unoWE a4~ :rOS9a~ o~ A~d 11Eq8 aassa~ pUB 680T 1E:j.0~ E pawaap aq Tl~48 ~uawd,nb~ a4~ 'u08~a3 ^U~ 30, ~uawd,nb~ a4~ 88a8soda3 O~ aTq~un 8, 30S8a'1 " ([) !5 pUE (a)z suol1~as UT 4~:rOJ ~as U01~lpuo~ a4~ ul pu~ :cauu~w a41 Ul ~uawd1nb3 aq:j. u:rn~a~ o~ Al:j.dwo:cd asuadxa pu~ ~S1~ 6laassa~ ~E 300sa~ aJlnDa:r (z) 1aaBsa~ o:j. 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P.O. Box 236B Waco, TX 76703 RE: City of Paris Texas , Lease/Purchase Agreement dated as of December 1 2 , 1994 I with TYMCD, Inc. 'Gentlemen: As legal counsel to have examined (1) an City of Paris executed counterpart I (the I'Buyer"), I of a certain Equipment Lease/Purchase Agreement (the "Agreement") dated December 1 2 , 19 94 , by and between which, ,inter TYMCD, Inc. alia, provides , as Seller, and the Buyer, for the sale to and purchase by the Buyer of certain property (the "Property"), (2) an executed counterpart of Resolution No. dated authorizes the Buyer to and matters of law as I opinions. , 19 I of the Buyer which, inter alia, execute the Agreement and (3) such other opinions, documents. have deemed necessary in connection with the following Based upon the foregoing, it is my opinion that: (l) The Buyer is a municipal corporation, duly organized and existing under the laws of the State of Texas , with the requisite power and authority to incur obligations the interest on which are exempt from taxation by virtue of Section 103 of the Internal Revenue Code of 1954, as amended, to purchase the Property and to execute, deliver and perform its obligations under the Agreement; (2) The Agreement and the other documents either attached thereto or required therein have been duly authorized, approved and executed by and on behalf of the Buyer and the Agreement is a valid and binding obligation of th~ Buyer enforceable in accordance with its terms; (3) The authorization, approval and execution of the Agreement and all other proceedings of the Buyer relating to the transactions contemplated thereby have been performed in accordance with all open meeting laws, public bidding laws and all other applicable state or federal laws; Exhibit B Page 2 (4) There is no proceeding pending or threatened in any court or before any governmental authority or arbitration board or tribunal which, if adversely determined, would adversely affect the transactions contemplated by the Agreement or the security interest of the Seller or its assigns, as the case may b~, in the Property. Respectfully submitted, By: EXHIBIT C SCHEDULE OF PAYMENTS Date: December 12, 1994 Agreement No. 941212 CUstomer No. 965000 THIS SCHEDULE is issued pursuant to the Equipment Lease/Purchase Agreement dated as of parties to the All terms used December 12, 1994 , (the "Agreement") between the Agreement to authorize installation of the Equipment listed herein. herein have the meanings ascribed to them in the Agreement. A. Payments. The payments required under the Agreement for the Equipment designated on this Schedule are $ 1,685.29 beginning March 1 5 19 95 ,and continuing the 15th day of each month thereafter for the duration of the lease term (the "Agreement Payment Period"). The payments required under this Schedule are made up of the total purchase price to the City of Paris, TX of $ 86,599.25 and deferred interest charges to maturity of $ 14,518.15 for a total Agreement price of $ 101,117.40 B. Deferred interest to maturity. Deferred interest charges to maturity as set forth herein consist of services and other charges, plus interest at the the annual rate of 6.50 % on the sum of the aforementioned service charges and other charges and the Equipment purchase price. C. Late payments. There will be a charge of 1.00 % per month based on the amount of any late payments from the due date thereof until paid. D. Fiscal year. The fiscal year of the undersigned Lessee is from October to Sentember 30 E. Prepayment and purchase schedule. The purchase price as provided in the Agreement is as follows (to be prorated for dates not specified) . The Purchase Price Amount as Period of End of that Period is: Original Term: 12/12/94 thru 9/30/95 $77,461.90 Renewal term 1 10/01/95 thru 9/30/96 61,812.68 Renewal term 2 10/01/96 thru 9/30/97 45,115.41 Renewal term 3 10/01/97 thru 9/30/98 27,299.89 Renewal term 4 10/01/98 thru 9/30/99 8,291.23 Renewal term 5 10/01/99 thru 9/30/00 -0- F. Insurance. The Lessee hereby confirms that it has obtained the insurance coverage required by Section 7 of the Agreement and it covenants and agrees that such coverage shall be maintained in accordance with the terms and conditions of the Agreement. G. Equipment description. The Equipment subject to the Agreement is as follows: Quantity Description/Serial No. Purchase Price One (1) TYMCO Model 600MH REGENERATIVE AIR STREEI' SWEEPER $86,599.25 Sweeper Serial # Truck Serial # THE TERMS GOVERNING THIS SCHEDULE ARE CONTAINED IN THE AGREEMENT REFERENCED ABOVE AND APPLY WITH THE SAME FORCE AND EFFECT AS IF SET FORTH FULL HEREIN. The Agreement shall not be effective unless this Schedule is signed by Lessee and received by TYMCO, Inc. within thirty (3D) days of the date first above stated. In addition, TYMCO, Inc. shall not be bound by the Agreement until this Schedule is executed by an authorized officer of TYMCO, Inc. Lessee: City of Paris Lessor: TYMCO, Inc. By: By: Name: Name: Kenneth J. Young Title: Title: President Date: Date: