1991-027-RES WHEREAS, the City Council of the City of Paris, did at its special meeting on September 24, 1990,
RESOLUTION NO. 9I-O?7
WHEREAS, the City Council of the City of Paris, did at
its special meeting on September 24, 1990, approve the
purchase of two rear-loading refuse compaction trucks and
thereafter did advertise for bids for furnishing said
rear-loading refuse compaction trucks, which bids were
received until 10:00 o'clock A.M., Tuesday, December 4, 1990;
and,
WHEREAS, the best bid for such purchase was made by
Southwestern Equipment Company, 3123 Ruder Street, Dallas,
Texas, and the City Council of the City of Paris did by
mot ion on December 10, 1990, award sa id bid to Southwes tern
Equipment Company; and,
WHEREAS, said Southwestern Equipment Company did by
letter dated January 31, 1991, assign the right to arrange
financing for the City of Paris to Consolidated Financial
Resources, Inc., P. O. Box 962, Greenville, Texas 75401; and,
WHEREAS, said Consolidated Financial Resources, Inc.,
did by Acknowledgement of Assignment, assign the rights in
and to the lease payments to GE Capital Public Finance, Inc.,
Lock Box NW 9117, Minneapolis, Minnesota 55485; and,
WHEREAS,
Agreement for
Exhibit A, and
the form of said Municipal Lease-Purchase
providing such trucks is attached hereto as
such form should be approved; and,
WHEREAS, the City of Paris desires to designate this
Agreement as a "qualified tax exempt obligation" of the City
for the purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
PARIS, that the Bid of Southwestern Equipment Company, for
the lease purchase of two rear-loading refuse compaction
trucks was accepted and let by motion on December 10, 1990,
conditioned upon said Southwestern Equipment Company's
meeting all of the terms and specifications included in the
bid documents, and the same is hereby confirmed; and,
BE IT FURTHER RESOLVED, that the Municipal Lease-
Purchase Agreement by and between the City of Paris and
Consolidated Financial Resources, Inc., is designated by the
City as a "qualified tax-exempt obligation" for the purposes
of Section 265(b)(3) of the Internal Revenue Code of 1986, as
amended; 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
PRr;R the Municioal Lease-Purchase Agreement, upon the terms
MUNICIPAL LEASE-PURCHASE AGREEMENT
nus MtTh.1CIPAL LEASE-PURCHASE AGREEMENT (hereinafter ref'cnod \0 I. "Agreement") by and between CONSOLIDATED FINANCIAL
RESOURCES, INC., . Texu corporation (hereinafter referred to .. "Lelsm:"), and CITY OF PARIS, . political subdivillion or agency of the State of TexIS
(heminaftcr referred to as '1..esscc").
WITNESSETII:
In consideration of the mutual covenants and conditions hereinafter sc:1 forth, the parties hereto lIgrcc as follows:
1. Term and Payments. Lessor hereby leases to Lusee and Lessee hereby leasCll from Lessor the property described in
Exhibit A hereto (hereinafter, with .ll replacement partl, substitutions, proceeds. increases, additions, ICcessiolUl, repairs and aca:uorics incorporated therein or
affixed thereto, tdcrred to.. the "Property") for the amounts to be paid in the sums (the "Lease Payments") and on the dates (the "Lease Payment Dates") set forth in
Exhibit B hereto. Except IS specifically provided in Section 2 hereof. the obligation of the Lessee to make the Lease Payments called for in Exhibit B hereto shall be
absolute and uncondiuooal in all events and shall not be subject to any sct.off. defense, counterclaim or recoupment for any realm. The tenn of the lease hereunder
shall conuncncc upon the acceptance of poslIcuion of the Property by Lcsaee (or acceptance by Lessee of delivery of the first item of Property if this Agrocmcnt
involvCll multiple items of Property) and shall continue until the end of the Lessee's cum::nt fucal period and thcruftcr for Nch additional fiscal periods aa are
neceuary to complete the anticipated. totalleasc term IS let forth in Exhibit B, unlcs& earlicrtenninated as provided herein. Lcssc:c will evidence its acceptance of the
Property by executing and delivering to Leuor a Certificate of Acceptance (hereinafter so called) in the fonn provided by Lessor.
2. Renewal and Nonapproprlatlon. lcIsee agrcca: that it will take all ncccasary stcps and maketimelyrcquests for
the appropriation of funds to make all Leue Payments called for under Emibit B and use its best efforts and take allslepl to cause such appropriatiOM to be made. In
the event that (i) funds for the succeeding fiscal period cannot be obtained, (ii) Lessee has exhausted all legally anilabIe means for making the payment called for under
this Agteement, (ill) Lessee has invoked and diligently pursued all legal procedures by which payment called for under this ap:emcnt may be made, (iv) such failure to
obtain funds has notrcsulted. frm1 any act or failure to act of Lessee, (v) Lessee has not acquired, and has no intent to acquire during the subsequent fiscal period, items
of property having functions similar to those of the Property or which provide similar benefits to Lessee, and (vi) no funds have been appropriated for the acquisition
of such property, Lessee may tcnninatethis Agrcc:mcnt at the end of any mcal period during the payment schedule set forth in Exhibit B by giving notice to Lessor or
its successors at least sixty (60) days prior to the first day of such fllcal period for which appropriations cannot be made. Such failure to obtain proper appropriation
and approval of the full amount of funds necessary to make required payments hereunder during any fiscal period subsequent to the CUII'Cllt flSCll period shall terminate
all of Lessee's right, title and intcrclt in and obligations under this Agreement and to aU the Property, effective on the last day of the last fIScal period for which
appropriatioo or approval was properly obtained.
3. T a xes. In addition to the Lease Payments to be made pursuant to Section 1 h~f, Lessee agrees to indemnify and hold
Lessor hannlcss from and against and to pay Lessor, IS additional rent, on demand, an amount equal to allliceme, assessments. sales, use.:real or personal property.
gross receipts orothc:rtaxCll,1eviCll, imposts, duties or charges, if any, together with any penaltiCll, fines or interest th~ imposed againlt or on Lessor, Lessee or the
Property by any governmental authority upon or with respect to the Property or the p\ttChasc, ownership, rental, possession, operation. return. or sale of, or receipt of
payments for, the Property, except any Federal or state income taxes, if any, payable by Lessor. Lessee. may contest any such taXCll prior to payment provided such
contest docs not involve any risk of sale, fcnfeiture OJ: 1051 of the Property or any interest therein..
4, Lessee's Covenants and Representations. Lesscc covMl.nts and rcprescnts as follows;
(a) Lessee represents, and will provide an opinion of its counsel to the effect that, it has full power and authority to enter into this
Agreement which hat been duly authorized. exceuted.. and delivered by Lessee and is a valid and binding obligation of Lessee enforceable in accordance with its terms,
and all requirements for execution, delivery and performance of this Ag:rccmO'lt have been, or will be, complied with in a timely manner;
(b) All paymO'lts hereunder have been, and will be, duly authorized and paid when due out of fund. then on hand and legally
available for such purpc>>e; Lessee will, to the extent pennitted by State law and other terms and conditions of this agr=ment, include in its budget for each successive
f1l(:al period during the tcnn oflhis Agreement a sufficient amount to permit Lessee to discharge all its obligations hereunder, and. Lessee hll budgeted and available
for the current flSCll period suff1cient funds to conply with its obligations hereunder,
(c) There &Ie no pending or threatened lawsuits or administntive or other proceedings contesting the authority for, authorization or
pc.dormance of, or expendituIC of funds pursuant to, this Agreement;
(d) Infonnation supplied and statements made by Lessee in any financialstat.cmcnt or cunent budget prior to or contemporaneously
with this Agreement are true and co=t;
(e) Lessee has an immediate need for, and expects to make immediate use of, substantially all the Property, which need is not
temporary or expected to diminish in the foreseeable future; specifically, Lessee will not give priority or parity in the appropriation of funds for the acquisition or we
of any additional property for purposes or functions similar to those of the Property;
(0 There are no CircumstanCCll pta:cntly affecting the Lessee that could relsooably be expected to alter its foreseeable need for the
Property or adversely affect its ability or willingness to budget funds for the payment of sums due hereunder; and
(g) Lessee's right to tenninate this Agreement IS specified in Section 2 hereof was not an independently bargained for consideration,
but was included solely for the ptIIpOSe of canplying with the requirements of the laws of the State in which Lessee is located.
s. Use and Licenses. Lessee ahall pay and discharge all operating expenses arid shall cause the Property to be operated by
competent persons only. Lessee shan use the Property only for its properpuzposcs and will not install, use., operate or maintain the Property improperly. carclessly. or
in violation of any applicable taw, ordinance, rule or regulation of any governmental authority, or in a manner contrary to the nature of the Property or the use
contemplated. by its manufacturer. Lessee shall keep the Property at the location atated on the Certificate of Acceptance executed. by Lessee upon delivery of the
Property until Lessor in writing pc:nnits its removal, and the Property ahall be used solely in the conduct of the Lessee's operations, Lessee .hall obtain, at its expense,
all registrations, pencits and licenca, if any, required by law for the installation and operation of the Property, Arty license plates used on the Property shall be issued
in the name of the Lessee. Ifa certificate of title is issuable with resped. to the Property, it shall be dclivc.rcd to the Lessouhowing the interest of the Lessor.
6. M a I n ten a n c e. Lessor shall not be obligated to make any repairs or replacements. At its own expense, Lessee shall sClYice, rqMir
and maintain the Property in IS good condition. repair. appearance and wolking order as when delivered to Lessee hereunder, ordinary wear and tear from proper use
alone excepted. and shall replace any and all parts thereof which may from time to time become worn out, last, stolen, destroyed, or damaged beyond repair or
rendered unfit for intended use, for any reason whatsoever, all of which replacements shall be free and clear of alllims, encumbrances and claims of others and shall
become part of the Property and subject to this AgrecmenL Lessor may, at its option, discharge such casu, expenses and insurance premiums necessary for the repair,
maintenance and preservation of the Property, and all sums so expended shan be due from Lessee in addition to rental payments hereunder.
7. Alterations.
(a) Lessee may, at its own CJl.pense, inStln or place in or on, or attach or afftx to, the Property such equipment or accessoricc al may
be necessary or convenient to use the Property for its inlendcd purposes provided that Nch equipment or accessories do not impair the value or utility of the Property,
MUNICIPAL lEASE.PURCHASE AGREEMENT
PAGE 1
EXHIBIT A
All auch equipment and IcceaoriClshlll be ranoved by Les_ upon tcrminltion of this Agreement, provided thlt any relUlting damlge shill be repaired It Lcuee's
expense. Any such equipment or ICCCUQries not n:moved chill become the property of Lessor.
(b) Without the written consent of Lessor, Lessee shall not make sny other altcntiortll, modifications or improvemenu: to the
Property except 1.1 required or penniLted hereunder. Any othc::r Ibentions, modifications or improvements to the Property chall immediatcly become part of the
Property, subjcct to the provisions hereof. Without the prim written cmsent ofLcuor, Lessee shall not affix or attach any of the Property to any real property. The
Property chall remain personal property regardless of whether it bccanca: affued or attached to real property or permanently rests upon any real property or any
improvement thereon.
8. Lie os. Lessee shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, security intcrea:t, pledge, lien,
chll8e, encumbrance or claim on or with respect to the Property, title lhereto or any intel;Clt therein, except the respective rights of Lessor and Lessee hereunder.
9. Damage to or Destruction or Property. Lessee shall bear the entire risk of lOIS, damage, theft, or
destrUction of the Property from any llRd every cause whatsoever, and no lou, damage, destrUction or other event shall release. Lessee from the obligation to pay the
full amount of the lClUll payments or from any other obligation under this Agreement. In the event of damage to any item of the Property, Lessee will immediatcly
place the same in good repair, with the proceeds of any insurance recovery applied to the cost of such n:pair. If Lessor detcnnines that any item of Property is lost,
stolen, destroyed or damaged beymd repair, Lessee at the option of Lessee will either (a) replace the same with like property in good repair or (b) on the next Lease
Payment Date, pay Lessor (i) all amounts then owed by Lessceto Lessor under this Agreement, including the Lease Paymcntdue on such date, and (ii) an amount equal
to the applicable OptiOll to Purcl1ase Value setforth in ExhibitS.
10. I nsu ranee. Lessecshall either be self-insured with regard to the Property or shall purchase and maintain insurance with regard
to the Property. Lessee shall indicate m each Certificate of Acceptance executed in relation to this Agreement its election to be self.insured or company insured. with
regard to the Property listed OIl that Certificate of Acceptance. Whether Lessee is self.insured or company insured, Lessee shall, for the tcnn of this Agrec:mc:nt, at its
own expense, provide comprehensive liability insunnce with respect to the Property, insuring against such risks, and such amounts 15 are customary for lessees of
property ofa character similar to the Property. In addition, Lessee shan, for the term of this Agrec:ment, at its own expense, provide casualty insurance with respect to
lhcPropcrty, insuring against customary risks, coverage at all times not leu than the amount of the unpaid principal portion of the Lease Payments required to be made
pumuant to Section las of the last preceding Payment Date specified in Exhibit B OIl which a Lease Payment was made. If instuance policies are provided with respect
to the Property, all insurance policies chall be with in= authorized to do business in the SUIte. where the Propcny islocatcd and shall name both Lessor and l..essc:c IS
insureds as their respective intereSt mlY appear. Insurance pnx:eeds from casualty losses shall be plyablesolely to the Lessor, subject to the provisions of Section 9.
Lessee shall, upon ftlCJUCSl, deliver to Lessor evidence of the required COvengC5 together with premium receipts, and each insurer shall agree to give Lessor written
notice ofnoopayment of any premium due and ten (10) days notice prior to cancellation or alteration of any such policy. Lessee shall also carry and require any other
penon m entity wotking on, in or about the Property to calI)' workmen's compensation insurance covering employees on, in or about the Property. In the event
Lessee fails, for any reason, to comply with the requirements of this Section, Lessee shall indemnify, save hannless and, st Lessee's sole expense, defend Lessor and its
agents, employees, officers llRd directors and the Property against all risk ofloss notcovercd by insunmce.
11. Ind em n Iffc a tlon. Lessceshall indemnify and save harmless Lessor and iu: agents, employees, officen and dimctors from
and, at Lessee's expense, defend Lessor llRd its agents, employccs, officen and directors against all liability, obligatiOlls, losses, damages, penalties, claims, actions,
costs and expenses (including but not limited to reasonable attorneys' fccs) of whatsoever kind or nature which in any way relate to or arise out of this Agr=ment or the
ownership, :rental, possession, operatioo, condition, sale or n:Illrn of the Propen.y. All amounts which become due from Lessee undcr this Section 11 shall be credited
with any amounts received by the Lessor from insurance provided by the Lessee and shall be payable by Lessee within thirty (30) days following demand therefor by
Lessor md shall survive the tcnnination or expiration of this Agreement.
12. NoW arran ty. EXCEPT FOR REPRESENTATIONS, WARRANTIES, AND SERVICE AGREEMENTS RELATING TO TIIE
PROPERlY MADE OR ENTERED INTO BY TIlE MANUFACl1JRERS OR SUPPLIERS OF 1lIE PROPERlY, AlL OF WInCH ARE HEREBY ASSIGNED TO
LESSEE, LESSOR HAS MADE AND MAKES NO REPRESENr A TION OR W ARRANrY, EXPRESS OR IMPUED, AND ASSUMES NO OBUGA TION WITH
RESPECT TO THE TITLE, MERCHANTABILfIY, CONDmON, QUALfIY OR FITNESS OF TIlE PROPERTY DESCRIBED IN ExmBIT A FOR ANY
PARTICULAR PURPOSE OR TIlE CONFORMITY OF THE PROPERTY TO SPEC1FICA110NS OR PURCHASE ORDER, ITS DESIGN, DELIVERY,
INSTALLATION OR OPERATION. All such risks shall be borne by Lessee without in any way excusing Lessee from its obligations under this Apemcnt, and
I...cuor shall not be liable to wsee for any damages on account of auch risks. All claims or actiOl\l. on any wlIrl.l1ty 50 assigned shall be made m prosecuted by I...essce,
at its IOlcexpcnsc, upon prior written notice to Lessor. Lcuormay, but shan have no obligation whatsocverto, panicipate in such claim or action on such warranty, It
Lessor'. expense. Any recovery under such a warranty shall be made paYlble jointly to Lessee and Lessor.
13. Option to Purchase. Provided Lessee has complied with the lem1s and conditiOlls of this Agreement, Lessee shan have the
OptiOll to purchase not less than all of the Property which is then subject to this Agreement, ~as is~ at the payment date, for the OptiOll to Purchase Valucs set forth in
Exhibit B by giving written notice to wsor not less than sixty (60) days prior to the date specified in Exhibit B for the exercise of sueh option; provided that upon
Lessee's timely payment of all Lease Payments specified in ExhibitB, Lcsseeshall be deemed to have properly exercised its option to putehue the Propc:tty and shall be
deemed to have acquired all of Lessor's right, title and interest in and to the Property, free of any lien, encumbrance or security interest except such liens,
encumbrances or security interest as may be created, or pennittod and not discharged, by Lessee but without other warranties. Payment of the applicable OptiOll to
Purchase Value shall occur on lhe applicable Lease Payment Date specified in Exhibit B hereto, at which time Lessor shall, unless not required hereunder, dcliver to
Lessee I quitclaim bill of sale transferring Lessor's interest in the Property to Lessee free from any lien, encumbrance or security interellt except such as may be
created, or pc.nniued and not discharged, by Lessee but without other warranties. Upon Lessee's acwal or constructive payment of the Option to Purchase VIlue and
Lessor's actual or constructive dclivery of a quitclaim bill of sale covering the Property, this Agreement shall terminate except as to obligations or liabilities accruing
hcn:under prior to such tcnnination.
14. Default and Lessor's Remedies.
(a) The occurrence of one or more of the following events shill constinlle an Event of Default, whether occurring voluntarily or
involuntarily, by operation of law or pursuant to any order of any court or govcmmentalagency:
(l) Lessee fails to make any payment hereunder when due or within ten (to) days thereafter,
(2) Lessee rails to comply with any other covenant, cmdition or agreement of Lessee hereunder for a period of the (10) ten
days afternooee thereof:
(3) Any n:prcsentationor warranty made by Lessee hereundcrshall be untrue in any material respect u of the date made;
(4) Lessee mucs, pc.nnilS m suffers any unauthorized llsignment, transfer or other disposition of thi. Agreement or any
interest herein, or any part of the Property or any interest therem; or
(5) Lessee becomes insolvent; or admits in writing its inability to pay its debts as they mature; or applies for. consents to or
acquiesces in the appoinunent of a trustee, receivcr or custodisn for the Lessee or . substantial part or its property; or, in the absence of such application, consent or
acquiescence, a trustee, receiver or custodian is Ippointed for Lessee or I. substantial part of iu: property and is not discharged within sixty (60) days; or any
bankruptcy, reorganization, debt arrangement, moratorium, or any proceeding under any bankruptcy or insolvency law, or any dissoluuOll m liquidation proceeding
is instituted. by or against Lessee and, if instituted against Lessee, is consented to or acquiesced in by Lessee oris not dismissed within sixty (60) days.
(b) Upon the occurrence of any Event of Default specified herein, Lessor may at its sole discretion exercise any or all of the
following remediC5:
MUNICIPAL LEASE.PURCHASE AGREEMENT
PAGE 2
(I) Enforce thiI Agreement by appropriate action to collect amounts due or to become due hereunder, by acceleration or
otherwise. orto cause Lessee to perform iu: other obligations hereunder in which ~t Lessee shall be liable for all costs and expenses incu~ by Lessor;
(2) Take possession of the Property, without demand or notice and wilhout court order or any procen; oflaw, and remove and
relet the ~me for LesJiee'saccount, in which event Lessee waives any and all damages resulting thcrefrcm and shall be liable for all cOIua snd expenses incuned by
Lessor in camcctioo. therewith and the difference., if any, between the amounts to be paid pursuant to Section 1 hc:reof and the amounts received and to be n:ccived by
Lessor in cmncction with any such melting;
(3) Tenninate this Agreement and reposllCSs the Property, in which c:vent Lcuee shall be liable for any amounts payable
hereunder through the date of such termination and all COllU and expenses incurred by Lessor in connection herewith;
(4) Sell the Property or any ponion thCROffor Lessor's account at public or private ~le, for cash or credit, without demand
on or notice to Lessee of Lessor's intention to do so, or relet the Property for a tcnn and a rental which may be equal to, greater than or less than the rental and term
provided herein. If the proceeds from any such 'lIe or rental paymcntl received under a new agreement made for the periods prior to the expiration ofthiJ Agreement
are less than the sum of (i) the costs of such repossession, sale, relocation, storage, ~onditioning, metting and reinstallation (including but not limited to reasonable
attorneys' fees), (ii) the unpaid principal balance derived from Exhibit B IS of the last preceding Lease Payment Date specified in Exhibit B, and (ill) any past due
amounts hereunder (plus interest on such unpaid principal balance at the rate specified in Section 19 hereof, prorated to the date of such sale), all of which shall be paid
to Lessor, Lessor shall retain tll such proceeds and Lessee shall remain liable for any deficiency; or
(5) Pursue and exercise any othcrremcdy available at law orin equity, in which event Lessee shall be liable for any and all costs
and expenses incurred by Lessor in connection th~with. ~Cost.s and expcnses~, IS that term is used in this Section 14, shall meut, to the extent allowed by law: (i)
reasonable attorneys' fees if this Agrcemmt is refcncd for collection to an attorney not a salaried employee of Lessor or the holder of this Agreement; (ii) court costs
and disbursements including such costs in the ~t of any action necessary to secure possession of the Property; and (ill) actual and reasonable out-of-pocket expcn5CI
incuned in connection with any reposllCSsion orforeclOl'lUl"C, including costs of storing. reconditioning and reselling the Property, subject to the standards of good faith
and commercial reasonableness set by the applicable Uniform Commercial Code. Lessee waives all rights wtder all exemption laws.
(6) Under no circumstance shall Lessee be liable under this sub5cction 14 (b) for any amount in excess of the sum appropriated
pursuant to Section I hereof for the P~vi0U5 and current f15cal yean, less all amounts prcviowly due and paid during such previous and current fiscal years from
amounts SO appropriated.
15, T e r m I n a t Ion. Unless Lessee has properly exercised its option to purchase pumlant to Section 13 hCROf, Lesscc shall, upon the
expiratioo. of the tc:rm of this Agreement or any earlier termination hereof punuant to Section 14 hereof, deliver the Property to Lcssorunencumbercd and in at least
III good condition and repair u when deliva'ed to Lessee, ordinary wear and telr rcmlting from proper use alone excepted, by loading the Property, at Lc:ssee'. sole
expense, on such carrier, or delivering the Property to such location, as Lessor shall provide or designate at or within a reasonable distance from the gcnerallocation
of me Property, If Lessee faib to deliver the Property to Lessor, IS provided in ilia Section 15, on Of Wore the date oftc:rmination of this Agreement, Lcssccshall pay
to Lessor upon demand, for the hold-over period, a portion ofthctotal payment for the applicable period II set forth in Exhibit B prorated from thedatc oftcrminstion
of this Agreement to the date Lessee either redclivCIS the Property to Lessor or l..e:uor repossesses the Property. Lessee hereby waives any right which it now has or
which may be acquired or conferred upon it by any law or order of any court or other governmental authority to tenninate this Agreement or its obligations
hcteUnder, except in accordance with the express provisions hereof.
16. A 5S I g n men t. 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 Agreement or the Property or any interest in this Agreement or the PropertYi or (ii) sublet or 1c:nd the Property or
pennit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to thiI Agreement, the Property and any
other documents executed with respect to this Agreement and/or grant or assign a security interest in this Agreement and the Property, in whole or in part.. Any such
assignees shall have all of the rights of Lessor under this Agrec:ment. Subject. to the fo~going, this Agrcc:ment inures to the benefit of and is binding upon the heirs,
cxcc::utors, administraton, succes50n and assigns of the panics hereto. No assignment or reassignment of any of Lessor's righta, title or intctest in ilia Agreement or
the Property shall be effective with regard to Lessee unless and until Lessee shall have ~civcd a copy or the document by which the assigrunent or reassignment is
made, disclosing the name and address of such assignee. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will
acknowledge receipt of such assignments in writing if so requiIW. During the term of this Agrec:ment, Lessee shall keep a complete and Iccurate record of all such
assignments in fonn necessary to ccmply with the United Statcslnt.crnal Revenue Code of 1986, Section 149 (a), and the regulations, proposed orcxisting. fran time to
time promulgated thereunder,
17,
Personal Property.
The Property is and shall at all times be and remain personal property.
18. TIt Ie. Upon acceptance of the Property by Lessee hereunder, Lessee shall have title to the Property during the tcnn of this
Agreement; however, in the event of (i) an Event of Default hereunder and for so long as such Event of Default is continuing or (li) termination of this Agreement
pumlant to the provisions of Section 2 hereof, titlcshall be revested immediately in and shall revert to Lessor free of any right, title or interest ofLcssee unless Lessor
clccuothcrwisc.
19. Lessor's RIght to Perform for Lessee. If Lessee fails to make any payment or perform or comply with
any of its covenants or obligations hereunder, Lessor may, but shall not be requirW to, mue such payment or perfonn or comply with such covenants and obligations
on behalf of Lessee, and the amount of any such payment and the expenses (including but not limited to reasonable attorneys' fees) incutred by Lessor in performing or
ccmplying with such covenants and obligations, II the case may be, together with interest thereon at the highest lawful rate, shall be payable by Lessee upon demand.
20. Interest on Default. If Lessee fails to pay any Lease Payment spcc:ified in Socqon 1 hereof within ten (10) days after theduc
date thereof, Lessee shall pay to Lessor interest on such delinquent payment from the due date until paid at the highest lawful rate.
21. Not ice s. Any notices to be given or to be served upon any partyhcreto in connection with this Agrcc:mentmust be in writing
and may be given by certified or registered mail, and .hall be deemed to have been given and received forty-eight (48) hou.rs after a registered or certified lener
containing such notice, postage prepaid, is deposited in the United StaleS mail, and if given otheIWise shall be dcaned to have been given when delivered to and n:ceived
by the pany to whom it is addressed. Such notice shall be given to the parties at their respective addresses designated on the signature page of this Agreement or at such
other address as eitherpany may hereafterdcsignate,
22. Security Interest. As sccunly for Lessee's covenants and obligations hereunder, Lessee hereby grants to Leasor, and its
successors, a security interest in the Property, allacccssions thereto and proceeds thCId'rom, and, in addition to Lessor's rights hereunder, an of the rights and benefits
of a securW party under the Uniform Conuncrcial Code u in effect from time to time hereafter in the State in which the Property is located or any other State which
may have jurisdiction over the Property. Lessee agrees to execute, acknowledge and deliver to I..cssor in recordable fonn upon request fmancing statements or any
other instruments with respect to the Property or this Agreement considered necessary or desirable by Lessor to perfect and continue the security interest granted
herein in accordance with the laws of the applicable ju.udiction,
MUNICIPAL LEASE-PURCHASE AGREEMENT
PAGE 3
23. Tax Exemption. Lessee certifies thlt it does reasonlbly anticipate that not mo~ than $10,000.000 of "qualified tu-
exempt obligationa" (as that teDn is defmed in Scctim 265 (b) 3 (0) of the Internal Revenue Code of 1986 (the "Code") will be iDued by it and any suboIdinate entities
during 1991.
Further, Les.ce will, by n:ao1ution, designate this iuue II compri.ling I portion of the $10 million in Iggregate issues to be dc:mgnatcd II "qualified tu exempt
obligations" eligible for the exception contained in Section 265 (b) 3 (0) of the Code Illowing for an Cltception to the general rule of the Code which provides for. total
disallOWlfiCe of a deduction for interest expense allocable to thc carrying of tax exempt obligltions.
24. Miscellaneous.
(I) Lessee shall, whenever rcqucatcd, advise Leuor of the exact locltion and condition of the Property and shall give the Lcasor
immediate notice of Iny Ittachmmt or other judicia.l proceu affecting the Property, and indemnify and save LeuOl" hannleu from any Iou or damlge caused. ~by.
Lessor may, for the purpose of inspection, at all realJOll.able times enter upon any job, building or place whe~ the Property and the books and record. of the Lessee with
respect therctoarelocatcd.
(b) Letsee will take no action that would cause the interCltporticn of the Lease Plyments to become includible in gross income of the
recipient for federal income tax purposes under the Internal Revenue Code of 1986 (the "Code") and Treasury Regulations promulglted thereunder (the
"Regulations"), and Lessee will take Ind will cause its officers, employees Ind agents to take all affumative actionJ lqc;ally within its powernccessary to ensure that the
intc.rcst portioo of the Lease Plymmts does not become includible in g:rou income of the recipient for federal income tax putpoIe!l under the Code Ind Regulations.
(c) Lcsaee agrees to equitably adjust the payments payable under this Agreement if there is a determination for any reason that the
intereSt paYlble pursuant to this Agmcment (as incorporated within the schedule of payments) is not excludable from income in accordance with the Intcma.l Revenue
Code of 1986, ... amended, such as to make Lessor and its ISligns whole.
(d) Time is of the essence. No covenant or obligltiau hereunder to be performed by Lessee may be waived except by the written
consent of Lessor, Ind a waiver of any such covenant or obligation or I forbearance to invoke any remedy on any occasion shlU not coo.stitute or be treated as a wliver
of such covenant or obligluoo II to any other occasion Ind shall not preclude Lessor from invoking such remedy It any later time prior to the Lessee's cure of the
condition giving rise to such remedy. Lessor.s rights hereunder lI,Rl c:umulll,tive Ind not altc:mativc.
(e) 1bis Agreement shll,U be consuued in accordance with, and governed by, the laws of the State in which the Property is located.
(f) T1W: Agreement constitutc5 the entire agreement between the parties and shall not be modified, waived, discharged, tenninated,
lmended, altered or changed in any respect. except by a written document signed by both Lessor and Lessee.
(g) Any tcnn or provision of this Agroement found to be prohibited by law or unenforceable shall be ineffective to the extent of such
prohibition or unc:nforceability without, to the extent reasonably possible, invalidlting the temainder of this Agra:me:nt.
(h) lbc Lessor hereunder shall have the right It any time or times, by notice to Lessee, to designate or appoint any penon or entity to
ICt as agent or tt\.iStee for Lcuor for any purposes hereunder.
(i) All transportation charges shall be borne by Lessee. Lessee will immediately notify Lessor of any change occurring in or to the
Property, of a change in Lessee's addresa, or in any flct or circumstance warranted or represented by Lessee to Lessor, or if any Event of Default OCCUIS.
(j) Use of the neuter gender hCIein is for purposes of convenience only and shall be deemed to mean and include the masculine or
feminine geitder whenever and wherever Ippropriate.
(k) The ClptiOns set forth hcrc.in are for convenience of :refCIaloce only and shall not define or limit any of the tcnns or provisions
hereof.
0) Except as otherwise provided helein, this Agrccmcnt ahall be binding upon and inure to the benefit of the Parties hereto and their
respective heirs, executors, administrators, legal representatives, succcssors and lS5igns, where permitted by this Agreement.
INWTINESSWHEREOF,theplrtieshavcexccutedthisAgreemcnt"ofthJ~~~~~~uary _ 1991
LESSOR: CONSOUDATED FINANCIAL RESOURCES, INe.
Route 4 Box 2A P.O. Box 962
Grec:nville. Teul 75401
LESSEE:
CITY OF PARIS
13SS.E.lst
Paris, Texas 75460
BY,
BY'''.
Michael Malone, City Manager
ATI'EST,
AlTEST:
'I..
Mattie Cunningham, City Clerk
MUNICIPAL LEASE-PURCHASE AGREEMENT PAGE 4
'#- 'Z~ If1II!mli,'~r n\.W'" Till Tilul,\ B1I~el
ll'" J \!., ~_U. It \U n .l?'~.IiU ..3.
" ;;.#~ .~--~.......... ......... ~~--- ..",
ACKNOWLEDGEMENT OF ASSIGNMENT
The City of Paris (Lessee) as party to a Municipal Lease.Purchase Agreement with Option to
Purchase (Agreement) dated as of January 14, 1991 between Lessee and Consolidated Financial
Resources, Inc. (Lessor), hereby acknowledges receipt of a Notice of Assignment dated
February 15, 1991, whereby Lessor gave notice of its assignment to GE Capital Public Finance,
. Inc. of its right to receive all Lease Payments due from Lessee under the Agreement. Pursuant to
the Notice of Assignment from Lessor, Lessee agrees to continue delivering all Lease Payments
coming due under the Agreement to:
GE Capital Public Finance, Inc.
Lock Box NW 9117
Minneapolis, MI'>! 55485
City of Paris
By:
Name:
t1ichael E. Malone
Title:
Ci ry H,mager
Date:
FphrllAry ~~, 1991
P,O. BOX 9037 . PARIS TX 75461-9037 . 214-785-7511
EXHIBIT B