1991-114-RES WHEREAS, the City Council of the City of Paris, did at its special meeting on September 26, 1991, in
RESOLUTION NO. 91-114
WHEREAS, the City Council of the City of Paris, did at
its special meeting on September 26, 1991, in Ordinance No.
91-047 authorize the purchase of one (1) new 1992 AIR TYPE
STREET SWEEPER for use in the Sanitation Department,
thereafter did advertise for bids for furnishing said trucks,
which bids for such were received until 3:00 P.M., Tuesday,
October 29, 1991; and,
WHEREAS, the best bid for such purchase was made by
INDUSTRIAL DISPOSAL SUPPLY COMPANY, P. O. Box 860707, PIano,
Texas s75086, and it should be awarded the bid for such
equipment; and,
WHEREAS, the Security Agreement Time Payment Plan with
TYMCO EQUIPMENT LEASING COMPANY, P. O. Box 2368, Waco, Texas
76703-2368, for the purchase of one (1) TYMCO 600 SERIES
STREET SWEEPER MOUNTED ON A FORD TRUCK LN7000 CHASSIE 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 Bid of INDUSTRIAL DISPOSAL SUPPLY COMPANY, for the
purchase of one (1) TYMCO 600 SERIES STREET SWEEPER MOUNTED
ON A FORD TRUCK LN7000 CHASSIE 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 Security Agreement Time Payment Plan upon the terms
and conditions shown in Exhibit A attached hereto, with
TYMCO EQUIPMENT LEASING COMPANY.
Passed and adopted this 11th day of November, 1991.
~~;'c0
Gorge Fis er, Mayor
ATTEST:
~.,~~
Mattie Cunningham, CI y e
FORM:
LEASE/PURCHASE AGREEMENT
TYMCO EQUIPMENT LEASING COMPANY
TAX-EXEMPT FINANCE DIVISION
Customer No.
Agreement II
Dea ler II
962000
911114
590003
LESSEE
LESSOR
City of Paris
135 1st Street S.E.
Paris, TX 75461
903-785-7511
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 600 REGENERATIVE
AIR STREET SWEEPER
Sweeper Serial No.
Truck Serial No.
fa les Price
Price
$ 71,776.25
TYPE OF SUB-DIVISION (CITY, SCHOOL DISTRICT, ETC.):
City
60 MONTHS
MONTHLY
FULL LEASE TERM RENT PAYABLE RENTAL PAYMENT AMOUNT RENTAL PAYMENT SCHEDULE
xx.. ADVANCE RENTAL ADVANCE PAYMENTS REMAINING PYMTS
ARREARS PAYMENT NUMBER 1 NUMBER
XX MONTHLY RENTAL TAX $ .00 1 @ $1,427.68-$1,427.68 59 @ $1,427.68
QUARTERLY TOTAL
-- SEMI-ANNUALLY PAYMENT$ 0
ANNUALLY
AFTER
COMMENCEMENT
DATE
EQUIPMENT LEASE/PURCHASE AGREEMENT
In consideration of the mutual covenants hereinafter contained, the parties agree that
Lessee shall lease from Lessor the property described above (the "Equipment"), subject to
the terms and conditions set forth herein. The agreement is made upon the following terms
and conditions:
1. RENTAL. Lessor and Lessee understand and intend that the obligation of Lessee to pay
rent 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 a pplicable constitutional or
statutory limitations or requirements 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. Lessee shall pl y rent exclusively from legally available funds, in
the a mounts set forth both above and on the rent due dates set forth in the Schedule of
Pa yments attached to the Certificate of Acceptance executed by Lessee, by mailing the !Il me
to Lessor a t the address specified in Section 14(a). For purposes of making computations
under appli~ble regulations and rulings under federal income tax law. and aa aPT fnrrh in
Page 2
2. LEASE TERM. (a) Commencement of Lease Term.
on which the Equipment is accepted by Lessee as
(the Commencement Date), and shall terminate on
current fiscal budget period (such period being
Term"): provided, however, that this Agreement
of execution hereof.
The lease term shall commence on the date
indicated on the Certificate of Acceptance
the last business day of Lessee's then
hereinafter referred to as the "Original
shall be effective from and after the date
(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 calendar 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: (1) the expiration of the Original Term or any
Renewal Term and the non renewal thereof in accordance with the terms hereof; (2) the
purchase of the Equipment by Lessee pursuant to Section 8 or 10; (3) a default by Lessee
and Lessor's 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 exhaust all available reviews and appeals in
the event such portion of the budget is not approved.
(e) Nonappropriation. 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 shall not be obligated to make payment of the rent beyond the then
current term. Lessee agrees to deliver notice to Lessor of such termination at least 60
days prior to the end of the then current term. If this Agreement is terminated under
this sub-part, Lessee agrees, at Lessee's cost and expense, peaceably to deliver the
Equipment to Lessor. In addition, Lessee agrees at Lessee's cost and expense to incur the
necessary costs and expenses to bring the returned sweeper and truck chassis up to factory
remarketing standards. To the extent lawful, Lessee covenants that it will not, until the
date on which the next succeeding 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
purpose functionally equivalent to, the Equipment. 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 103(a) of the
Internal Revenue Code of 1986, as amended; 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 the performance of this obligations hereunder is
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);
Page 3
entity. (d) Lessee will alu.ually, upon request, provide Lebvor 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".
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 set 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 accessions thereto and all proceeds (cash and non-cash), including the
proceeds of all insurance policies, thereof. Lessee 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 equipment. 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, by replacement components
which are free and clear of all liens or right of other and have a value and utility at
least 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 unreasonably withheld. Upon reasonable 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
J\ ge 4
or such greater or lessel amounul s Lessor m y from time tv time require on notice to
Lessee. As used herein, "Full Insurable 1!llue" mEn ns the full replacement value of the
Equipment or the then applirnble Purchase Price designated as such on the Schedule of
Pd yments, whichever is greater. All insurance shall be in form and a mount and with
companies reasom bly satisfactory to Lessor. All insurance for loss or damge sm 11
provide ths't losses shall be pa)B ble to Lessor and Lessee, a s their interests may appear,
and Lessee shall utilize its best efforts to have all checks to such losses delivered to
Lessor. Lessor shall be named as an additional insured with respect to such liability
insurance. Lessee shall pay the premiums and deliver to Lessor evidence satisfactory to
Lessor of such 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 Lessee 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
loss 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 a bout 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 a bout 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
a pplied as provided in Section 8. As used herein "Net Proceeds" means the amount
remaining from the gross proceeds of any insurance claim or condemnation award after
deduction of all expenses (including a ttorney's fees) incurred in the collection of such
claim or award.
8. DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS. If prior to the
termination of the Lease Term (a) the Equipment is daJ1ll ged in whole or in part by
casualty; 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 Proceeds 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 sha 11, at its 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 (a s set forth on the Schedule of Payments) which succeeds
the date of such loss, an amount equal to the purchase price of the equipment less the
total amount of all rents which represented equity in the equipment previously paid under
this Agreement, plus rent due on such cia te, plus any other amounts then pa)B ble by Lessee
hereunder. Upon such payment, the L~ se Term shall terminate, any security interest of
Lessor in the Equipment shall terminate, and Lessee will acquire unencumbered title to
the Equipment a s provided in Section 10. If Lessee is not then in default hereunder, any
portion of the Net Proceeds in excess of the amount required to ~y in full Lessee's
obli!l'tions as set forth in this Section shall be for the account of the Lessee. Lessee
a grees that if the Net Proceeds are insufficient to ~y in full Lessee's obligations as
set forth in this 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 WILL BE FIT FOR ANY PARTICULAR PURPOSE.
10. PURCHASE OF EQUIPMENT BY LESSEE. The Lessee will have an option to purchase and
can exercise that option to acquire title free and clear of all Hens, and thIs Agreement
Page 5
to the assignee designate~ in the assignment, notwithstanQ~.,g 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 mort~ges or financing statements which may reasonably be requested
by Lessor or its assignees to protect their interests in the Equipment and in this
Agreement. .
12. EVENTS OF DEFAULT AND REMEDIES. (a) Events of Default. The following shall be
"events of defa ult" under this Agreement and the tenn "default" shall mean anyone or more
of the following events: (1) failure by Lessee to pay d ny rent or other payment required
to be paid hereunder at the time specified herein; or (2) fuilure by Lessee to observe and
perform any other agreement on its part to be observed in such time prior to its expira-
tion; (3) any statement contained herein or furnished with respect hereto by or on behalf
of Lessee proving to have been false in any material respect at the time that it was made;
or (4) the filing by Lessee of any petition or answer seeking reorganization, arrangement
composition, readjustment, liquidation, moratorium or similar relief under any existing or
future bankruptcy, insolvency, or other similar insolvency or other similar laws shall be
filed and not withd rawn or dismissed within 60 days thereafte r. "Provided tha t such
failure to pay rent or other payment continues for at least 15 days after receipt by
Lessee of Lessor's notice to Lessee of nonpayment."
(b) Remedies on Default. Whenever any event of default shall have occurred and be
continuing, Lessor shall have the right, at its sole option without any further demand or
notice, to exercise anyone or more of the following remedies: (1) with or without
terminating this Agreement, retake possession of the Equipment and dispose of the
Equipment for the account of Lessee, with the net amount of all proceeds received by
Lessor to be applied to Lessee's obligations hereunder, holding Lessee liable for the
excess (if any) of (i) the rent I"~ble to Lessee hereunder to the end of the Original
Term or then current Renewal Term, whichever is applicable, and any other amounts then
p"~ble by Lessee hereunder, including but not limited to attorney's fees, expenses and
costs of repossession, over (ii) the net proceeds received in connection with the
disposition of the Equipment; provided that the excess of the amounts referred to in
clause (ii) over the then applicable Purchase Price and amounts referred to in clause (i)
shall be paid to Lessee; (2) require Lessee at Lessee's risk and expense promptly to
return the Equipment in the manner and in the condition set forth in Sections 2(e) and 5;
(3) if Lessor is unable to repossess the Equipment for any reason, the equipment shall be
deemed a total loss and Lessee shall pay to Lessor the amount due pursuant to Section 8;
and (4) exercise any other right or remedy which may be avails ble to it under appli", ble
law or proceed by appropriate court action to enforce the terms of this Agreement or to
recover damages for the breach of this Agreement as to any or all of the Equipment.
Nothing contained herein shall be construed to provide any remedy of acceleration of the
rental payments. In addition, Lessee will remain liable 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.
(c) No Remedy Exclusive. No remedy available to Lessor is intended to be exclusive
and every such remedy shall be cumulative and shall be in addition to every other remedy
given under this Agreement or now or hereafter existing at law or in equity. No delay or
omission to exercise any right accruing upon any default shall impair any such right or
shall be constructed to be a waiver thereof, but any such right might be exercised from
time to time and as often as ~y be deemed expedient.
13. TAX ASSUMPTION; COVENANTS. The I"rties assume that Lessor can exclude from
Federal gross income the interest portion of each Lease Pa yment set forth in the
a mortization schedule under the colunm captioned "Payment on Int erest."
Lessee covenants that it will (i) register this Lease and transfers thereof in accordance
with section 149(0) 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 financed by this Lease to be directly or
indirectly used for a private business use within the meaning of section 141 of the Code,
(iv) not take any a ction which results, directly or indirectly, in the interest portion of
lli ge 6
14. MISCELLANEOUS. (a) Notices. All notices (Excluding billings and connnunications in
the ordinary course of business) hereunder shall be in writing, sent by certified mail,
return receipts requested, addressed to the other party at its respective address stated
on the first page of this Agreement or at such other a ddress as such party shall from time
to time designate in writing to the other party; and shall be effective from the date of
ma iling. .
(b) Binding Effect. This Agreement shall inure to the benefit of and shall be
binding upon Lessor and Lessee and their respective successors and assigns.
(c) Applicable Law. This agreement shall be governed by and construed in accordance
with the laws of the State where the equipment is located.
(d) Entire Agreement Severability. This Agreement constitutes the entire agreement
between Lessor and Lessee. No waiver, consent, modification or change of terms of this
Agreement shall bind either party unless in writing signed by both parties, and then such
waiver, consent, modification or change shall be effective only in the specific instance
and for the specific purpose given. There are no understandings not specified herein
regarding this Agreement or the Equipment leased hereunder. Any provision of this
Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or unenforcmbility without
invalicb ting the remaining provisions hereof, a nd any such prohibitiol! or unenforceability
in any jurisdiction shall not invalidate or render unenforcmble such provision in any
other jurisdiction. To the extent permitted by a pplicable law, Lessee hereby waives any
provision of law which renders any provision hereof prohibited or unenforcmble in any
respect.
(e) Lessor's Right to Perform for Lessee. If Lessee fails to perform or comply with
any of its a greements contained herein, Lessor shall have the right, but shall not be
obli!'P ted, to effect such performance or compliance, a nd the amount of any out of pocket
expenses a nd other reasom ble expenses of Lessor incurred in connection with the
performance of or compliance with such agreement, together with interest thereon at the
rate of twelve percent (12%) per annum (or such lesser amount as may be permitted by law),
shall be payable by Lessee upon demand.
IN WITNESS WHEREOF, Lessee has caused this Lease to be duly executed under seal.
City of Paris
LESSEE
By:
(SEAL)
Michael E. Malone, City Manager
------------Complete all blank lines to this point before submitting to Lessor------------
Acc epted this
day of
, 19
TYMCO, Inc. d/b/a
TYMCO EQUIPMENT LEASING COMPANY
Lessor
By: (SEAL)
225 E. Industrial Blvd.
Waco, Texas 76705
lESSOR:
_!r~~QL_!~~L---------------------------
Agree..ent No.
911114
_fL_QL_~~~_Z~~~________________________
_~~~~L_l~~~~_I~IQ~=Z~~~________________
lESSEE: _~~~_~t_~~~~_________________________
_~~~~_~~~_~Ql~_________________________
_~~~~~~_l~_]5_~~l~~03J__________________
EXHl BIT A
MUNICIPAL CERTIFICATE
I, the undersigned, the duly appointed, qualified and acting
City Clerk
(Clerk or Secretary) of the above captioned Lessee do hereby certify this __l~_tp______
day of _____~~~~~~E_____________________, 19_~l___, that Lessee is a public body
corporate and politic duly organized and existing under the Constitution and laws of
the State of ___I~3~~______________________________ with full power and authority to
enter into, be bound by and perform its obligations under the above captioned
equip..ent lease/purchase agreement (the "Agreement").
I further certify that the Lessee did. at a ___R_eSlul~s_____________ (regular or
special) meeting of the governing body of the Lessee held _~~~~~~E_ll_____________.
19__Jl__, by motion duly lIade, seconded and carried, in accordance with all
requirements of law. approve and authorize the execution of the Agreellent by the
following nailed representative of the lessee, to wit:
__~~!!~~_~~EE!E~~~~___________________~~~_~~~r_k_____________________________________
Nalle Title Signature
I further certify that the above named representative of the lessee had at the
tille of such'authorlzatlon and has at the present full and complete authority to
execute the AgreeBent and that I have full and complete authority to attest the
execution of the Agree..ent by such representative of the lessee.
I further certify that the meeting of the governing body of the lessee at which
the Agreement was approved and authorized to be executed was duly called. regularly
convened and attended throughout by a majority of the members thereof and that the
action approving the Agreement and authorizing the execution thereof has not been
altered or rescinded.
I further certify that the Lessor has fully and satisfactorily performed all of
its covenants and obligations under the Agreement.
I further certify that the Equipment will perform an essential use and public
function which the lessee, Its agencies and departments are authorized by law to
perform.
Exhibit A, Municipal Certificate
Page 2
I further certify that all Insurance required in accordance with the Agreement
has been secured.by the Lessee and the required coverage will be maintained
throughout the term of the Agreement and the renewal. if any. thereof. -
I further certify that any notice or demand to be given the Lessee may be given
to the Lessee at the above referenced address of the Lessee.
I further certify that the date of this Municipal Certificate shall constitute
the Commencement Date of the Agreement in accordance with Section 2 of the Agreement.
IN WITNESS WHEREOF. [ hereunto set my hand and the seal of the governing body of
the Lessee the day and year first above written,
By:______________________________________
---~~~~~=-~~~~~~~~~-~~~~-~~~~~--------
(Printed or typewritten namel
(SEAL)
(If no seal, initial here: __________l
Subscribed to and sworn before me this ______ day of ______________________, 19_____,
----------------------------------------
Notary Public
My commi~sion expires
EXHIBIT B
LEGAL COUNSEL OPINION
Agreement #911114
Date: __~~~:~:=_}~!_}~~}_________
__!r~~QL_!~~L_________________________
__fL_QL_~2!_Z~~~______________________
__~!~2L_!~!!~_1~1Q~=Z~~~______________
RE:
City of Paris, Paris Texas Lease/Purchase
----------------------------, --------------------------,
Agreement dated as of __NQy~~~~~_l~_______________, 19~_~___, with __T_~C_O~_}_~c~_____
Gentlemen:
As legal counsel to ______~~~L~~_~~':~::_________________________, (the "Buyer"), 1
have examined (1) an executed counterpart of a certain Equipment Lease/Purchase
Agreement (the "Agreement") dated __!!~':~'!:~~':._~~______________, 19}}.___, by and
between ____rr~~2~_!~~~_________________________________, as Seller, and the Buyer,
which, inter alia, provides for the sale to and purchase by the Buyer of certain
property (the "Property"), (2) an executed counterpart of Resolution No. .2L-J-L4____
dated ____~2Y~~~!_____!!_______, 19__~__, of the Buyer which, Inter alia,
authorizes the Buyer to execute the Agreement and (3) such other opinions, documents
and matters of law as I have deemed necessary in connection with the following
opinions,
Based upon the foregoing, it is my opinion that:
(1) The Buyer is a Municipal Corporation duly organized and existing under the laws
of the State of __r~~~~_____________________, 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 the 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, Legal Counsel Opinion
Page 2
(4) The Buyer has, in accordance with the requirements of law, fully budgeted and
appropriate~ funds for the current budget year to meet its obllgat~on for the
Original Term (as defined in the Agreement); and
(5) 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
be, In the Property.
Respectfully submitted,
---------------------------------------------
By: ___::_~:_~~X~:=~_E~!X_~!!9E~~Z__________
EXHI BIT C
PAYMENT SCHEDULE
Date:
~~~~~~~~}-~~-~~~~----------------------
Agreement No.
911114
-
THIS SCHEDULE is issued pursuant to the Equipment Lease/Purchase Agreement
dated as of _l'_o_v_e.!Jl_b_e_r___1..'t.._J}}J__________________. (the "Agreement") between the
parties to the Agreement to authorize installation of the Equipment listed herein.
All terms used 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 $_J~~~~~~~____ beginning _~p~~!_l_____________,
19_9~___, and continuing the __t~~______ day of each __P9~!~___________________
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 ____~h_~_~t~_Q~JP~~_JJl_________ of $_?~!??~;~~________ and
deferred interest charges to maturity of $_!_3~~~~~ll_________ for a total
Agreement price of $__8)~_6_~Q~~Q_________.
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
ann~al rate of _]~j9____' 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 _l~~~~_' per month based on the
amount of any late payments from the due date thereof until paid. 15 days
. grace period will be allowed beyond the due date before the penalty will apply.
D. Fiscal year. The fiscal year of the undersigned Lessee is from __Qst~~~~_1..~~
___________________________ to __~g~~gW~~I_J~tb__________________________.
E. Prepayment and purchase schedule, The purchase price as provided in the
Agreement is as follows (to be prorated for dates not specified).
_______________e~r!2~___________________
Original Term: 4/01/92 thru 9/30/92
Renewal term 110/01/92 thru 9/30/93
Renewal term 210/01/93 thru 9/30/94
Renewal term 310/01/94 thru 9/30/95
Renewal term 410/01/95 thru 9/30/96
Renewal term 510/31/96 thru 3/31/97
The Purchase Price Amount as
_________2f_~D~_2f_!b~1_e~r!2~_!~~_____
$ 65,331.98
52,639.46
38,968.39
24,243.32
8,382.99
-0-
Exhibit C, Payment Schedule
Page 2
F. Insurance. The lessee hereby confirms that it has obtained the insurance
coverage r64uired 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:
___gY~n!!!~______________g~~fr!~!!QnL~~r!~l_~Q~_______________fYrfb~~~_frif~________
1
TYMCO Model 600 REGENERATIVE AIR STREET
SWEEPER
Sweeper Serial #
Truck Serial #
$ 71,776.25
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 __1ItlQQ~_IQ~~_________________ within thirty (30) days of the date
first above stated. In addition, ___1Y_M~_O~_Jp~~________________ shall not be bound
by the Agreement until this Schedule is executed by an authorized officer of ______
___IYV~Q~_rn~~________________________'
Lessee:
City of Paris
lessor: TYMCO, Inc.
---------------------------------------
By: ______________________________________
By: ___________________________________
Name:
Michael E. Malone
Name: __~~pp~~b_J._J9~______________
Title: President & General Manager
--------------------------------
Title: __~~~~_~_~~~~~_____________________
Oa te: ___I!'?~~np_e_r__I_8_'__IJJJ_________________
Date:
---------------------------------
SUPPLEMENT TO EXHIBIT C
Date: 11-14-91 TYMCO. INC. EQUIPMENT LEASING
Amortization Schedule
Lessee City of Paris, Tl<
Sweeper One (1) 1992 TYMCO Model 600 on 1992 Ford LN7000 chassis
Principal 71776.25
Int. Rate 7.45Y.
Term-Yrs 5 (60 months)
Payment 1427.68 In Advance
Monthly Monthly Beginning Prin. Interest Total Principal
Pmt.Date Pmt. No. Balance Paid Paid P & I Balance
----------------------------------------------------------------------------
Apr. 01,1992 1 71776.25 1427.68 0.00 1427.68 70348.57
May. 01,1992 2 70348.57 990.96 436.72 1427.68 69357.61
Jun. 01,1992 3 69357.61 997.08 430.60 1427.68 68360.53
Jul. 01,1992 4 68360.53 1003.28 424.40 1427.68 67357.25
Aug. 01,1992 5 67357.25 1009.50 418.18 1427.68 66347.75
Sep. 01,1992 6 66347.75 1015.77 411. 91 1427.68 65331.98
Oct. 01,1992 7 65331. 98 1022.08 405.60 1427.68 64309.90
Nov. 01,1992 8 64309.90 1028.42 399.26 1427.68 63281.48
Dec. 01,1992 9 63281. 48 1034.81 392.87 1427.68 62246.67
Jan. 01,1993 10 62246.67 1041. 23 386.45 1427.68 61205.44
Feb. 01,1993 11 61205.44 1047.70 379.98 1427.68 60157.74
Mar. 01,1993 12 60157.74 1054.20 373.48 1427.68 59103.54
Apr. 01,1993 13 59103.54 1060.74 366.94 1427.68 58042.80
May. 01,1993 14 58042.80 1067.34 360.34 1427.68 56975.46
Jun. 01,1993 15 56975.46 1073.95 353.73 1427.68 55901.51
Jul. 01,1993 16 55901.51 1080.63 347.05 1427.68 54820.88
Aug. 01,1993 17 54820.88 1087.33 340.35 1427.68 53733.55
Sep. 01,1993 18 53733.55 1094.09 333.59 1427.68 52639.46
Oct. 01,1993 19 52639.46 1100.87 326.81 1427.68 51538.59
Nov. 01,1993 20 51538.59 1107.71 319.97 1427.68 50430.88
Dec. 01,1993 21 50430.88 1114.59 313.09 1427.68 49316.29
Jan. 01,1994 22 49316.29 1121. 51 306.17 1427.68 48194.78
Feb. 01,1994 23 48194.78 1128.47 299.21 1427.68 47066.31
Plar. 01,1994 24 47066.31 1135.48 292.20 1427.68 45930.83
Apr. 01,1994 25 45930.83 1142.52 285.16 1427.68 44788.31
May. 01,1994 26 44788.31 1149.62 278.06 1427.68 43638.69
Jun. 01,1994 27 43638.69 1156.76 270.92 1427. 68 42481.93
Jul. 01,1994 28 42481.93 1163.94 263.74 1427.68 41317.99
Aug. 01,1994 29 41317.99 1171.16 256.52 1427.68 40146.83
Sep. 01,1994 30 40146.83 1178.44 249.24 1427.68 38968.39
Oct. 01,1994 31 38968.39 1185.75 241. 93 1427.68 37782.64
Nov. 01,1994 32 37782.64 1193.11 234.57 1427.68 36589.53
Dec. 01,1994 33 36589.53 1200.52 227.16 1427.68 35389.01
Jan. 01,1995 34 35389.01 1207.97 219.71 1427.68 34181. 04
Feb. 01,1995 35 34181. 04 1215.48 212.20 1427.68 32965.56
Mar. 01,1995 36 32965.56 1223.02 204.66 1427.68 31742.54
Apr. 01,1995 37 31742.54 1230.61 197.07 1427.68 30511.93
May. 01,1995 38 30511. 93 1238.25 189.43 1427.68 29273.68
Jun. 01,1995 39 29273.68 1245.94 181. 74 1427.68 28027.74
Jul. 01,1995 40 28027.74 1253.67 174.01 1427.68 26774.07
Aug. 01,1995 41 26774.07 1261.46 166.22 1427.68 25512.61
Sep. 01,1995 42 25512.61 1269.29 158.39 1427.68 24243.32
Oct. 01,1995 43 24243.32 1277.17 150.51 1427.68 22966.15
Nov. 01,1995 44 22966.15 1285.10 142.58 1427.68 21681. 05
Dec. 01,1995 45 21681. 05 1293.07 134.61 1427.68 20387.98
Jan. 01,1996 46 20387.98 1301. 11 126.57 1427.68 19086.87
Page 2 - City of Paris LIP #911114
Monthly Monthly Beginning Prin. Interest Total Principal
Pmt.Date Pmt. No. Balance Paid Paid P & I Balance
-------------------------------------------------------------------------
Feb. 01,1996 47 19086.87 1309.18 118.50 1427.68 17777.69
Mar. 01,1996 48 17777.69 1317.31 110.37 1427.68 16460.38
Apr. 01,1996 49 16460.38 1325.49 102.19 1427.68 15134.89
May. 01,1996 50 15134.89 1333.72 93.96 1427.68 13801. 17
Jun. 01,1996 51 13801.17 1341. 99 85.69 1427.68 12459.18
Ju1. 01,1996 52 12459.18 1350.33 77.35 1427.68 11108.85
Aug. 01,1996 53 11108.85 1358.72 68.96 1427.68 9750.13
Sep. 01,1996 54 9750.13 1367.14 60.54 1427.68 8382.99
Oct. 01,1996 55 8382.99 1375.64 52.04 1427.68 7007.35
Nov. 01,1996 56 7007.35 1384.18 43.50 1427.68 5623.17
Dec. 01,1996 57 5623.17 1392.77 34.91 1427.68 4230.40
Jan. 01,1997 58 4230.40 1401. 41 26.27 1427.68 2828.99
Feb. 01,1997 59 2828.99 1410.12 17.56 1427.68 1418.87
Mar. 01,1997 60 1418.87 1418.87 8.81 1427.68 0.00
-------- -------- ---------
TOTALS PAID 71776.25 13884.55 85660.80
Agreement # 911114
Customer # 962000
Dealer # 590003
ACCEPTANCE CERTIFICATE
_!r~~QL_!~~~___________________________
Agreement #911114
_f~_Q~_~g~_~~~~________________________
_~~fgL_!~~~~_l~lQ~=l~~~________________
Gentlemen:
In accordance with the terms of the Equipment Lease/Purchase Agreement dated _______
___~2!~!!1Q~E_H~_!22L______________ (the "Lease") between __1'P:1~91_!!.1fl_____________
_____________ ("Lessor"), and the undersigned ("Lessee"), Lessee hereby certifies and
represents to and agrees with Lessor as follows:
1. The Equipment., as such term is defined in the Lease, has been delivered,
installed and accepted on the date indicated below.
2. Lessee has conducted such inspection and/or testing of the Equipment as it deems
necessary and appropriate and hereby acknowledges that It accepts the Equipment for
all purposes.
3. No Event of Default, as such term is defined in the Lease, and no event which
with notice or lapse of time, or both; would become an Event of Default, has occurred
and is continuing at the date hereof.
City of Paris
-----------------------------------------
LESSEE
By" Michael E. Malone
. -------------------------------------
Title: ___~~~~_~~~~~~~___________________
Date:
-----------------------------------
1 TY}!CO Model 600 REGENERATIVE AIR STREET SWEEPER
Sweeper Serial #
Truck Serial #
SM1PLE
i A<<~"lm. CERTIFICA fE OF INSURANCE ISSUE DATE (M""/OONY)
i THIS CERTIFICATE IS ISSUED AS A-iii-ArTER OF INFORMATION ONLY AND
PRODUCER
CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE
DOES NOT AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE
POLICIES BELOW,
COMPANIES AFFORDING COVERAGE
COMPANY A
LETTER NOTE: Company must be rated B+
~~~NY B or better by Best's Key
INSURED Rating Guide. Show Rating
COMPANY C next to company name.
, LETTER
COMPANY 0
LETTER
~~~~~NY E
COVERAGES
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
co TYPE OF INSURANCE POLICY NUMBER POLICY EFFECTIVE POLICY EXPIRATION LIMITS
LTA CA TE (MMIODIYYI DATE (MM/DD1YV)
GENERAL LIABILITY GENERAL AGGREGATE .
COMMERCIAL GENERAL LIABILITY PRODUCTs.cOMPfOP AGG. .
CLAIMS MADE OCCUR. PERSONAL & AOV. INJURY .
OWNER'S & CONTRACTOR'S PROT. EACH OCCURRENCE .
FIRE DAMAGE (Anyone fire) .
MED. EXPENSE (Anyone per.son) $
AUTOMOBILE LIABILITY COMBINED SINGLE
X LIMIT .
ANY AUTO 1,000,000
ALL OWNED AUTOS BOOIL Y INJURY
(Per person) .
SCHEOULED AUTOS
HIRED AUTOS SOOIL Y INJURY
(Per accident) .
NON.QWNED AUTOS
GARAGE UABIlITY
PROPERTY DAMAGE .
EXCESS LIABILITY EACH OCCURRENCE .
UMBRELLA FORM AGGREGATE .
OTHER THAN UMBRELLA FORM
WORKER'S COMPENSATION STATUTORY LIMITS
EACH ACCIDENT .
AND
OISEASE-POUCY LIMIT .
EMPLOYERS' LIABILITY
DISEASE-EACH EMPLOYEE .
OTHER Actual Cash Value of Sweeper
Collision Coverage, and with Collision Ded. of $
i Comprehensive or- (Note: Ded. must be no
I Spec~fied Causes of Loss
,
DESCRIPTION OF OPERA TIONS/LOCA TIONSNEHICLESISPECIAL ITEMS
g~cater than $1.000)
I
I
I
I CERTIFICATE HOLDER
TYMCO, Incorporated is added as an Additional Insured
and as a Loss Payee for Physical Damage Coverage.
to the Liability Coverage
CANCELLA nON
TYMca, Inc.
P. O. Box 2368
Waco, Texas 76703
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING- COMPANY WILL ENDEAVOR TO
MAIL ~ DAYS WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED TO THE
LEFT, BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR
LIABILITY OF ANY KIND UPON THE COMPANY, ITS AGENTS OR REPRESENTATIVES.
.--.-------.-.--.-. .- ---- .----.--_._------ --- ----.----------------,
AUTHORIZED REPRESENTATIVE I
;
j
,
<<:IACORD CORPORATION 1,990 :
ACORD 2S.S (7/90)