1991-115-RES WHEREAS, the City Council of the City of Paris, did at its special meeting on September 26, 1991, in
RESOLUTION NO. 91-115
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 two (2) new 1992 CURRENT
REAR-LOADING REFUSE COMPACTION TRUCKS 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 bes t bid for such purchase was
DAVIS TRUCK & EQUIPMENT COMPANY, INC., P. O. Box 33,
Texas 76634, and it should be awarded the bid
equipment; and,
made by
Clifton,
for such
WHEREAS, the Security Agreement Time Payment Plan with
ASSOCIATES COMMERCIAL ASSOCIATION for the purchase of two (2)
1992 CURRENT REAR-LOADING REFUSE COMPACTION FORD TRUCKS WITH
HElL PACKER BODIES 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 DAVIS TRUCK & EQUIPMENT COMPANY, INC., for
the purchase of two new 1992 CURRENT REAR-LOADING REFUSE
COMPACTION FORD TRUCKS WITH HElL PACKER BODIES 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
ASSOCIATES COMMERCIAL ASSOCIATION.
Passed and adopted this 11th day of November, 1991.
~~~
ATTEST:
Mattie Cunningham, City
/
S TO FORM:
~
T. K.
FROM '~SSOCI~TES DETROIT
;lZJ2 TO
~.
EQUIPMENT LEASE.PURCHASE AGREEMENT
L.n..: (Name and Addr..,,)
Lessor agrees to lease to Lessee and Leaseo agroos 10 lease from
Lessor the Equlpmenf described In any Schedule A now or herea~er
attached har.to <"Equipment") In accordance with th. following lerma
and conditions of this Equipment Le....Purchase Agreem.nt
("L.ase").
1, TERM, This Leese will become e~.ctlv. upon the .xecutlon h.reof
by L...or, The term of this Leue will comm.nc. on tho date the
Equipment Is acceptad pursuant to Sootlon 3 horoundor and, unless
earlier termlnaled .. expr.ssly provld.d for in this Leese, win continue
until the expiration dal. (the "Expiration Dal.") .at forth In SChedule
A attached hereto (the "Leu. Term"),
2, RENT, Lessee agrees 10 pay to Lassor or lIS assignee the Lease
payments, InCluding !he intereat portion, equal 10 Ihe amounls apeclfied
In Schedule A. The Lease Psyments will be payable wlthoul notlca or
demand at the office of Leasor (or such other plac. &5 Lessor or It.
assignee may from tlm.to 11m. d..lgnateln writing), end will commen<:e
.. on the flr.1 Lease Payment Dal. as set forth In Schedule A snd
theree~er on the .ub.equent dat.. set lorth In Schedule A, Any
p.yments rooolved lalor than ten (10) days from Iha due d.t. will b.ar
Int.r..t at the hlghesl lawful rele Irom the due date, Except as
specifically provldod In Section 6 hereof, Iho Obligation of Leasee 10
make Ihe L'.ase paym.nlS hereunde, and perform all of Its other
obligations hereunder will b9 absolute and uncondltlonl!!llln an events
end will not ba subloct to any setoff, delense, counterclaim, or
r.cDupmentlor any rea.on whatsoever Including, wlthoulllmlt.tion,
any 1.lIur. of the Equipment to be delivered or Inslalled, any defaots,
mallunctlonS, breakdowns or Inllrmltlas in the Equlpmont Dr any
&Celdent. condemnation or unfore88on clrcumstanoes. Lessee
roasonably bell.ves thai funds oon be obtained eufficl.nl to make all
laa.e P.ymenls during the Lease Term and hereby covenanta tha'
II will do all things lawfully within It. powe' to obtain, maintain and
properly request and pursue funds from which the Lease paymen..
mey b. made, Including making provisions fo, such payments to tho
&X{(rnll'l6Ct1lS::ii~IY In v~tih budget submitted 'or the purpose of obtalr'llng
lundlng, using Its bona fide besl efforts to have such portion of the
budgot .pproved and exhau.tlng all available administrative r.views
and appealS In thO evont such portion of the budgatls not approved,
It Is Lesseo's Inlent to maka Lease Payments for tha full Leasa Torm
If fund. are legally available Iherefor and In that regard Lassee
ropresents that the USo Of Ihe Equipment Is asasnllal to "s prope',
efficient and economic operallon, Leeaor and Lessee understand and
Intend that Ihe obllgatlcn of Lossee 10 pay Lease Payments heraunder
ehall conslitute a currenl exp.ns. 01 L..see and shall not In any way
bo construed to be a debt 01 Les.ae In conlravonllon of any applicable
constitullonal or slalulory IImltallon or reQulremenl concerning th.
creation of indebtedness by Lessee, nor ahall anything contained herein
constItute a pledga of the general tax revenues, funds or monl"s of
Lessaa,
3, DELlVERV AND ACCEPTANCE, Lessee, or II Lossee sa requests,
Les.or, will cause the Equlpmenl to be dallvered 10 lessee al the
location specifl.d In Schedulo A ("Equlpmenl Looatlon"), Lesiao will
pay all transportation and other costa, If any, incurred In conneotion
with the delivery end Installation of tha Equipment. Lessee will accept
tho Equipment as soon.. II has boon dallvered and Inspeoted. Lessee
will evidence its acceplanc. 01 Iho Equipment by executing and
delivering to Lessor a Delivery and Acceplance Certlfical. (In the form
provided by Lessor) upon delivery of the Equlpmont.
A. DISCLAIMER OF WARRANTIES, L..... aoknowledg.. and
ogr... th.t Iho Equipment Is of a size, d..lgn and capsclly .elected
by Lessae, !hat Lee.or Is nellher a manufaclurer nOr a vendor 01 .uCh
equipment, that LESSOR LEASES AND LESSEE TAKES THE
!:OUIPMENT AND eACH PART THEREOF "AS.IS" AND THAT
';SSOR HAS NOT MADE, AND DOES NOT HEREBV MAKE, ANV
,-,.';as ~.." HO EXHIBIT "A"
2147858519
.991,11-11
e6=02PM #408 P.07/15
:; A M l' l. J::
Lea.. No,
Lessor: (Nam. .nd Addre..)
REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR
IMPLIED, WITH RESPECT TO THE MERCHANTABILITY.
CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION,
FITNESS FOR use, OR SUITABILITY OF THE EQUIPMENT IN ANY
RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE
PURPOSES AND USES OF LESSEE. OR AS TO THE ABSENce OF
LATENT OR OTHER DEFECTS, WHETHER OR NOT
DISCOVERABLE. OR AS TO THE ABSENCE OF ANY
INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT,
OR AS TO ANY OBLIGATION BASED ON STRICT LIABILITY IN TORT
OR ANY OTHER REPRESENTATION. WARRANTY. OR coveNANT
OF ANV KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH
RESPECT THERETO, IT BEING AGREED THAT ALL RISKS
INCIDENT THERETO ARE TO eE BORNE BY LESSEE AND LESSOR
SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL,
CONSEOUENTIAL, OR OTHER DAMAGES OF OR TO LESSEE OR
ANV OTHER PERSON OR ENTITY ARISING OUT OF OR IN
CONNECTION WITH THE USE OR PERFORMANCE OF THE
EQUIPMENT AND THE MAINTENANCE THEREOF. L...or h.r.by
asslgne to L..... during the Le..... T.rm, 8olang88 no Event of Default
h.. occurred hereunder and la conllnulng, all manufacturer's
warranlles. If any, ..preased or implied with respect 10 the Equipment.
and Lessor euthorlzes Lessee to obtain the oustomary servloes
turniahed In conneCllon with auch warranllee at Leasee'a e.panse,
Lessee's sole remedy for 1M breach of any such manufecturer's
warranty shall be againsllhe manufacturer of the EqUipment. and not
agalnsl Lassor, LeSSee expressly acknowledges that Lessor makos,
and has mad., nO repre.entallons or warrantlas wha150evtr ae to the
axletenca or ths evailablllty of such warrsntles of !he manulactUrer of
tho Equipment.
5, RETURN OF EQUIPMENT. Unless Lossee ehall h.ve e..rclsed
Its purohllSe opllon as provided In Section 20 hereof. upon tho expiration
or earlier termlnstion of this LellSe pursuant to the terms hereof, Lessee
shell, at Its sole a"pansa but at L..sor's opllon, 'etu'n tha [;~ull',"ant
to Lessor to any location In the continental Unltod States designated
by Lossor,
6. NON.APPROPRIATION OF FUNDS; NON.SUaSTITU.
TION, Notwithstanding anything contained In this Lease 10 the oontrary,
In tho event no funds or Insufficient funde lie appropriated and
budgeled Or ere otherwise unavalleble by any means whatsoever In
any fiscal period for lease Payments due und.r thl. Lease, Lessee
will Immedlatoly notify Leesor or Ite e98lgneo In w'ltlng of auch
occurrence ena Ihls Laue ahall termlnalo on the lut day 01 tho flacal
period lor which appropriations have been roeelvad or msde wlthoul
penalty or expense 10 Lessee, except as 10 (i) the portions of Leue
Payments herein agrged upon fDr which funds shan have begn
approprlatod and budgoled or are otharwi... avallabl. and <"l Le....'.
other obllgatlona and liabilities undar this Lea.. relating to, Or accruing
or arising prior 10, such tarmlnalion, In the avanl of auch termination,
Lessee agrees to peaceably surrender polSIs.lon of the Equipment
to Lassor or Its assignee on the date of such termlnalion In tha manner
aal forth In Section 6 h.raol and Lessor will hav. .lIlogal and equitabl.
rights and remedies to lake possasslon 01 Iha E'qulpmenl.
NOtwithstanding Ihe for.going, Leaeee agrees (I) that It will not cancel
Ihls La..o and Ihls Leas. shall not lermlnate under the provisions at
this Section II any lunds ara oppl'Qprlaled to II, 'or by /1, for !he acquisition,
relentlon or operetion of the Equipment or other equipment or services
p.rformlng I~nction. .Imllar 10 Ihe f~nctlone oltha ,"Qulpmanl fnr the
!lscal period in which such lermlnelion wo~ld have otherwlsa occurred
or for th. no.t suoo..dlng fI.cal period. and (II) !hat It WIll not during
Ih. Lease T.rm give priority in tha application of lunds to any olhor
functionally similar equipment or to service. performing functions similar
to tho lunctlons of Ihe Equipment, This .ectlon will nOI be conatrued
so os 10 permll Lessee to termlnata this Lease In ordor to purch...,
i08.e, rent or Olhorwlse acquire the u.. of any othar aqulpment or
FROM :~SSOCI~TES DETROIT
;02 TO
sorvices per10rming function, similar to the funcUons of the Equipment,
and. it this Leaso termInate, pursuant to this S.ctlon. LeSle. agrees
that during th. fiscal pariOd immedlataly following the flacal p.rlo~ in
which such t.rmlnation occurs it will not so purChase, I.ua, ranI or
othelWis. aCQulr. the usa of any luch Olh.r eQulpmanl or a.l'\lic.s,
7. REPRESENTATIONS, COVENANTS AND WARRANTIES,
lessee represents. covonants and warrants as of the dale heraof and
at all timos during the lease Term that: (I) Le,... is A at.te or a fully
conSlltul.d political aubdivislon thereof, 0' ils obligations heraunder
constltut. obligation. I..uad on behaH of a stat. Of a pollllcal .ubdivlslon
thareof, .uch Ihat any Int.r..t d.rlv.d under thiS L.ase will Qualify tor
.xemptlon from Federal income taxas under taction' 03 of Ihe Internol
Rev.nu. Cod. of ,9S6, as amondad (the "COde"), and thaI It will do
or cau.. to b. done all things neco.sary to p",..",o and k.op in full
force and eff.ct (a) It. existence and (b) this Lea.e: (II) the exeeullon,
delivery and p.r1ormanee by th. L...ee 01 this Leue and all documents
ex""utM in connection herewith, Including, without IImll.llon, Soh.dul.
A hereto and the O.liv.ry and Acceptanca C.rtiflcata r.farred 10 In
Section 3 hereof (the L.... together with all such dooumoOls shall be
collectively rofQ((ed to hareln BS the .jleaa9 Documentsl') have been
dUly authorlze~ by all necasury action on the part Of the Leaseo: (III)
\h. "ea.. Documanl8 eoch consUtuto a legal, valid .nd binding
Obligation of the LessAI!I Anforeeable In accordance with their respeolive
lerms: (Iv) no additional governmental orders, perml.slons, consents,
epprov.ls or authorizations are re~ulred to b. obtalnad and no
. regislralions Or declarations ars required to be flied In connection with
the ..ecu'ion and dollvery of tho Loaao Documents; (v) Le.sea hao
sufficlanl appropriations or othor funds available to pay all Lease
PaymOnls and other amounts due hereunder for Ihe current fiscal
parlod; (vi) tho uso of the Equlpm.nt by Le....I. ..s.nU.I'o ond will
be IImlled to the performance by Lessee 01 one or more governmental
functions of Lessea consistent with the perml..lble scope of L.....'.
authority; (vII) no portion of tho E~ulpmant will be used directly Or
indirectly In eny trede or business carrl.d on by any parson other than
Le.s.e; and <vIII) no portion of the E~ulpm.nt will be u.ed by .n
org.niz..ion d.scrlb.d in ..cUon 501 (0) (3) of th. Code and (Ix) this
Lease does not constitute ah arbitrage obllgi!tlon within the meaning
of .ectlon ,.e of Ihe Cod. and Is not fedaraliy guerantaed within the
meaning of SeOtion 149(b) 01 the COde,
Les... .hall d.llver to Lessor an opinion of Less.e'. counsel In form
and 9ubslance 81881 forth herein or as otherwlle acceptable to Le$$or.
In In. avenl thet a quesUon arises 1$ to Lessee'. qualification as a
pclltical SUbdivision. L.ss.a egrees 10 exacute a power Of attorney
eulhorizin; Lessor 10 make application to the Internal Revenue Sel'\lioe
for a letter ruling with respect to the Issue.
6, TITLE TO EQUIPMENT, Upon acceplance of tho Equlpmont by
LesleR hereunder I title to the Equipment wlll veSl In Lessee subject
10 Lessor's rights und.r this La.se; provided, howav.r, that (I) In tha
aven. Of t.rmination at this L.ase pursuant to Sactlon 6 he rOOf, (iI) upon
the occurrence of en Event of Default hereunder, and es long as SUch
Event of D.fault i. continuing, or (ill) In the event that the purchase
option has not b..n .xerciseo prior to Iha Explrellon Date, Iltl. will
Immadlately vast In L.ssor or Its .ssignoo without ony action by Las$Ba
and "essee shall Immediately surrender possesSion Of the EqUipment
10 Lessor or lis a..ign.e in Iho manner $8t forth In Seclion 5 hereol.
9, USE; REPAIRS, L.ssee will uSQ tha Equipment In a caroful menn.,
lor the use contemplated by the manufacturer of lhe Equipment. LeBsee
.hell comply wllh all I.ws. ordinance., Insuranc. pollci.. and
'egulations relallng to the possession. use, ope'atlon or m.lntenence
of lhe Equipment. Lessea, at It. exponse, will keep the Equipment In
good working order .nd ropalr .nd furnish .11 p.rts, m.chanisms .nd
device. required thorefor,
10, ALTERATIONS, Lassoo will not make eny .lIerallons, additions
or improvemenlS 10 the Equipment without leslor', prior wrinen
Consent unless such alt.r.tlons. additions or Improvements mllY be
readily removed wl1hout dame.ge to the tQulpmenl.
2147858519
.991, 11-11
06:04PM ~408 P.08/1S
11, LOCATION; INSPECTION, Th. Equlpm.nt will nOI bo r.movec!
from or, If Ihe Equipment con lilts of relling stock, its permanent base
wilr not be changed from th~ equIpment Location without Le5~r's pnor
written consent whiCh wIll not be unr"asonably withheld. Lessor wUl
be antllled to enter upon the E~ulpment Location or aleewhere ~lInn9
reasonable bu~lnoss hours 10 in.peet the Equipment or observe liS USe
and op.rallon,
, 2, LIENS AND TAXES, ".I....hall k..p tho Equiomont froo .nd
clear of alllevfe,. liens and encumbranoes 9lCcept lhasa creal9<1 und~r
thl. Laa.., L.ssee sh.1I p.y, whon duo, all charge. .nd taxas (local,
stato and federal) whloh may now or hereefter be impoaad upon the
ownership, leasing, rental. sale, purch.50, poss.sslon or use of the
Equlpm.nt, .xoluding however, all laxes on or m.asured by Lessor'.
income, If L..s.. falls to p.y said cherges, or taxes when due, L.ssor
may, but need not, pay said charge. or taxes and. in such event, Lessee
shall ralmburaa L...or th.refor on demand. with interest .t the
maximum rate permitted by law from Ihe date of such payment by
Lessor to tt-.o data of reimbura9ment by Lessee.
13, RISK OF LOSS; DAMAGE; DESTRUCTION, Lessee ..sllmas
all riak of loss of or damage to the Equipment from any causa
Whatsoever, and no luch Ioos 01 or damoge to Ihe E~uipm.nt nor defect
therein nor unfitness or Obsolescence theruof shall relieve Lessee- of
the obligation \0 make Leasa peyments Or to porform eny other
obligation unde, this Leaae. In the evenl of ~amogo to any item of
Equipment, L....e wllllmmedlalely piece the same in good repslr with
the prooDods of any insuranoe recovery applied lO the cost 0: such
r.palr, If Lassor determin..that any Item of Equipment Is lost, stol.n.
destroyed or damaged beyond repair, Les.~e, althe option of La..o"
wilt either (a) replace Ihe ..me with like equipment In gOOd repair, or
(b) on the n.~t Leas. Payment Dat., pay l,0ssor: (I) all amount. thAn
owed by Lessae to Lessor under this Leese, including the L...e
Payment due on such date, and (II) an amount equal 10 the appllc.bie
Concluding Payment s61 fonh In Schedule A opposite such Lease
Payment D8te. In the event that Lessee Is obligated to make such
payment purouant 10 subparagraph (b) Abov. with rasp..t to l.sa thAn
all of th. Equipment, Leosor will provide Lossee with the pre rata amount
01 tha Lease Paym.nt and the Concluding Payment to be made by
lesseD with respoot to the Equipment whioh has suffored the evant
OIIOS$,
14"PERSONAL PROPERTY, The Equipment Is end will remain
personal property and will not be daemed to be affixed or attached to
realestole or any building thereon, If requested by Lossor, Lossoo will,
at L.ssee'. .xpens., furnish a wolv.r of any InW..t In thO Fqulpm001
from any party having an Inter..t In any suoh ro.1 aslato or building.
15. INSURANCE. Lessee, wlll, at Its ex~)enSf3, maintain at all times
during tha La.s. T.rm, fir. and extandad coverage, public Ilobility nnd
property ~amago Insurance with respect to Ihe Equipment In sucli
amounts, covering such risks, and with such Insurers as shall bo
satisfactory to La..or, 0', with Lessor's prior writton consent, may .all-
insure against any or aUauch risk.. In no event wlll the Insurance limits
b. less then the amount of tha Ih.n appllcabl. Concluding Peyment
with rospeot to SUch Equipment. EaOh Insuranoe pOlicy will name
L.sse. as an Insured and Lessor or~. a.signs as an additional Insured,
and will tontaln B clause requirIng the Insurer 10 glv8 lessor or its
assigns at lea.t thirty (30) days prior written notlco of any oltoration
In the lerms of .uch pOlicy or the cancollallon thereof. Th. procee~.
of any .uch pollcle. will be payabla to Le.see and Lossor or Its ..slgns
as their Interests may appear. Upon accsptance of the Equipment snn
upon each Insura.nce renewal date, lessee will deliver to LessOr El
certificate evidencing SUCh Insurance. In the event that Lesseo has bean
permlned to &elf.lneure. Lossee wIll furnish lessor wUh a letter or
c.rtlflcete 10 Buch .HoCI. In tho avent of any lo.s, d.mage, InJlIry or
aocldenllnvolving the ~qulpmanl, L....a wltl promptly provido Lossor
with written notice thereof and make available to Lessor aU Informs1ion
and documenta1ion relating thereto and shall permll Lessor to
p.rtiClpate and cooparata wllh Lesle. In making .ny claim for Insurance
In respect thereof.
FROM :~SSOCI~TES DETROIT
')1212 TO
1e, INDEMNIFICATION, Lessee .halllndemnlfy Lessor sgalnat, and
hOld ~.uDr harmless from. Qny and .U claims. aOllcns proCeedings.
expense., damages Or liabiUtes. Including attOrney's fees. and court
costs, arising In connection with Ihe Equipment, Including, bUI nol
limited to, Its .eleclion, purcha.e, delivary, Installation, posseSsiOn, us..
operation, rejection, or relurn and the recovery of cleims under
Insurence pollcle. thereon, Th. Indllmnlflcatlon providod und.r this
Soctlon shall conlinull In full torce end e"ect notwithstanding the full
payment of all obligations under this Loase or the tormlnation of the
Lease Term for any J8ason,
n, ASSIGNMENT, Wlthoul LlISso,'sprior wrln.n consent, L.....
will not either (i) assign,transhn, pl.dge, hypothecale. grant any security
Interut In Or olh.rwls. dlsposo of this L.... or the Equlpm.nt 0' any
interest In this L$ftse or the Equipment or (ll) 8ublot Or lend the
Equipment Or permit II to be usad by anyone other than L.ss.e or
Lessee'. .mployees. Leuor m.y assign it. rights, tlti. and Interest
in and to the L.a.e Docum.nt., the Equlpm.nt and/or grent Or sssien
a attcurity interest in this Lease and the Equipmenl, In whole or In part,
and L'ss.... right. will b. .ubordinol.d th.r.tO. Any .uCh "slgn..s
shan hava all of the right. Of Lessor und.r this L.ase, SubJ.ct to th.
foregoing, this L9aSQ Inures. to tho boneflt of and IS binding upon the
.ucceseor. and assigns of tl,e parties herato, Lesse. cov.nants and
agre.. not to as.ort ageln.t lha a.slgn.e any claim. or delensO& by
w.yot abatem.nt setoff. oOuntercl.lm, racoupm.nt or the Ilk. which
LeSSOG may have against Le:uor. Upon assIgnment of Lessor', Interesta
herein, Leasor will ceuse written nollc. of such as.lgnm.nt to b. sent
'to I.eSSe<l which will be sufficient If It disclo... the name of the assignee
and address 10 whiCh further p.yments heroundor should be mado.
No further action will ba r.qulr.d by Lessor or by L.ss.. to .vldenc.
tho a.slgnment, bul Lessee will .cknowledg. euch asslgnmenls In
writing If so requeated, Lesse. Shall relaln all notlc.. of assignment
and maintain a book-enlry record (as refarred to In Section 21) which
Identifies each owner of Lessor's Int.r.st in tho Lease, Upon L.s...'.
rooelpt of written notlca of Lessor's assignment of all or eny part of
its Intaresl In the L8C1S9. Lessee agroes 10 attorn to e.nd recognl:e any
such assignee as the owner of Le$$or's interest In this Lease, and
Les.ee shall thereafter make such paym.nts, Including without
limitation such Lease Payments, as .re indic.ted in tho notice cf
aS8ignment. to sueh I1sslgn99,
1a, EVENT OF DEFAULT, Th. t.rm "Event of Dofault," as uud
h.,ein. m.on. the OCCurranc. of any on. or more of th. following
events: (i) L..... falls to make any LMs, P.yment (or any other
payment) aa.lt becomes due in accordance with the terms of this Leaso,
and any such fallur. continues for Ion (10) days aner the due date
th.roof: (II) Lea..lI falls to perform Or Ob..rv. any oth.r covenant,
condition, or agr..ment to b. p.rformod or obs.rved by It hereund.r
and such failure Is not curod within twenty (20) dBYS after written notice
th.r.of by Lessor: (III) the disoovory by Lessor that any Slatement,
representstion, or warranty mede by Lesse. In this L.ase or In any'
writing .ver deliv.red by L..... pursuant herelO or in COnnection
h.r.with was tal.e, mlsl.adlng, or erronoou. In any mstorlal resp.ct:
(Iv) l....o becomes Insolvent, or Ie unable to PaY Its debt. as they
become due, or mak.s an a.signment for tho benefit of c,edltors.
appli.s or cons.nls 10 Ihe appointment of a reCeiver. trustee,
conservator or liquidator or Lessee or of any of its assets, Or a petition
for reliet is flied by L.ssee under .ny bankruptcy, Insolv.ncy,
reorganinllon or .Imilar law., or a p.tltlon In, or a proc.edlng under,
any b.n~ruptcy, In.olvency, ,eorganlzatlon or similar law. I. filed or
InsUtutM aga\nsl Le'se. .nd I. not di.mls..d or fully stayed within
twenty (20) days aNor the filing or Institution thereof: (v) L....e fall.
to make any payment wh.n ,due or lolls to perform cr ob.erve any
COv.nant, condition, or agreemenl to be perfOrm.d by It under any Other
egreeme"t or obHgalion with Lessor or an affiliate of LOS$or and any
sppllcabl. grece period or notice with r.sp.ct th.reto shell heve .Iapsed
or be.n giv.n: or (vi) an ouachm.nt, I.vy Or execution i. threaten.d
or levied upcn Or again.t the Equipment.
19, REMEDIES, Upon the occurronc. of sn Event of D.f.ull, .nd
a.long as sucn Event of D.t.uli I. continuing, L..sor may. at Its option,
8l(Qrci99 eMy one or more of the following remed!es.: (I) by wringn notice
2147858519
,991,11-11
06:05PM #408 P.09/1S
10 leU8&. declare an amount equal 10 all Bmount& then dU.Q under Ihe
leese, end all remaining l.as. Payments due during the filclIl ye4ir
of Lestoe in whlOh the default occurs to be immediately due Elnd
p.yable, wh.reupon the same shall become immediat.iy d.. and
payable: (II) by written noti06 to Lo.s... reque.I I.e.... to (and L.ssee
agrees that It will), at Less..'s ..p.nse. promptly l'8lurn tM EqUlpm.nt
to lessor in tho manner set forth In Section 5 hereof, or Lessor, at Its
option, may enter upon Ihe premises where the Equipment Is located
and take Immediate p09Slesslon of .nd remove the same; (Hi) sell or
lease the Equipment or aubleaae It for the account of Lessee, holding
L..s.. liable for all L.... paym.nts and oth.r p.ym.nts duo to the
effective date of such selling, 1...lng or subl.aslng and for th.
diNerence betw.en the purcl,..e price, renlal and oth.r amcunts paid
by tha purchaser, I..s.e 0' .Ubl..... pur.uant to .uch sele. lease
or .ublease and tho amounts otherwls. payabl. by le.see her.under:
and (Iv) .x.rcl.. any oth.r right, remedy or prlvil.ge whiCh may be
av.llabl. to It und.r applicable taws of the state where the Equipm.nt
Is tMn locat.d or any other epplicable Isw or proc..d byapproprlat.
court aclion 10 enforce the terms of this L.ase or to recover damage.
for the br.aOh 01 this L...e or tc r.sclnd thl. Lease as 10 any or ell
a/the Equipment. In addition, Lessee will remain liable for all cov.nant.
and Ind.mnltl.. under Ihls L.as. end for alll.gal fa.. and oth.r costs
.no exp.ns.s, Including court OOSlS. Inourr.d by Lessor with respecl
to the .nforcement of any of the remedies nsted above or any oth.r
ram.dy avanable to Lessor,
20, PURCHASE OPTION, Upon thirty (30) day. prior wrlll.n notic.
Irom L.ss... and provided that lhare Is no Ev.nt ot DOfault. or an ov.nt
which with notice or lapse of time, or both, could bReams en Event
of D.fault, th.n ..Istlng, L..... will have the right to purchas. til.
Equipment on any l.... P.yment date set forth In SChedule A horeto
by paying to L.ssor, on .uch dat., the Laasa Ppyrnont Ihon due tog.th.r
wltn the Conoluding rayment amount s.t forth In Sch.dul. A opposite
S1uch date. Upon sstlsfeotlon by Lessee 01 such purchase conditions,
l.seor will transfer any and all of It. righI, IIl1e .nd Inlar..l in Ih.
Eoui~m.nt to Leu.. AS IS, WITHOUT WARRANTV, EXPRESS OR
IMPLIED, .xcopllessor will warrent th.l the Equlpm.ntls fr.. and
Claar of any liens cr.ated by Le.sor,
21. TAX ASSUMPTION; OOVENANTS, Th. portlos .ssum. that
L..sor can .xcIUd. from Federal gross Incom. the Int.re.t portion of
..ch L.as. Paymenl ." forth In Schedul. A und.r the column
caplloned "Interost ~ortlon,"
L.ssoo covenants that II will (I) r.glat.r this L.... and tr.nsf.rs
ther.ot In accordance wllh ..cllon 149(a) of the COd. and the
regulations Iheraund.r, (i1) timely fII. . .Iatam.nt wllh 'espact to thi..
L.... in the required form In .ccord.nce with section 149(e) 01 the
Code, (III) not p.rmlt the p'operty financed by this Lea.e to b. dlr.ctly
or indlrectiy u.ed fa, a privata buslnass use within the meaning Of
s.ction 141 of the Code, (Iv) not take any action which re.ulls. dir.ctly
or Indlrectiy, In the Inter..t portion of .ny Lease Payment not being
.xcludabl. f,om Fed.ral gross incom. pursuant to s.ction '03 01 th.
COd. and wllltak. .ny reasonabl. action neces.ary to prev.nt SUCh
result, snd (v) not take any sctlon which r.sults In this L.ase beccming,
and will take any reasOnabl. action to prevent this L..se lrom b.coming
(a) an arbitr.g. obligation within the meaning of sootion 148 01 the Code
or (b) federally guaranto.d within the meaning of seotion 149 of the
COde,
Notwlth.t.nding the ..rller t.rmlnatlon or .xplratlon of this L....,
tho obligotlons provld.d for in thl. Section 21 shall.urvlv. such ..,Ii.r
termInation Or fxplratlon.
22, NOTICES, All notice. to b. glv.n under this L.... shall 00 mao.
In writing 8nd mailed by cartlliad mall. return receipt requost.d, to Ih.
oth.r porty ot Its addr.ss s.t lorth h.rein or al .ucn .ddress as th.
party may provide In writing from time to time. Any .uch notic. sn.1I
b. d..med to h.v. b..n r.celv.d flv. d.ys .ubO'quont to mailing,
23, SECTION HEADINGS, All s.ctlon headlng8 contained h.r.in ar.
lor the convenience of reference only and IlrO nol intende:d to dellne
or limit the ,cop. of .ny provl.ion of Ihi. Leu.,
FROM :~SSOCIRTES DETROIT "~6~2 TO
24, GOVERNING LAW, This L.... .h.1I be canatM,d In accordan~
wUh, and govern.d by.th.laws ollh.llat. Of tho Equlpm.nt Location,
25. DELlVERY,OF RELATED DOCUMENTS, L.S". will .x.out. 0'
provtd., lIS roquastod by L.SSOr, .ucn other dOOum.nt. .nd Information
"" .r. r....an.bly n.o....ry with reap.cl to the transection
cont.mpl.t.d by thl. L.as.,
2G, I'NTIRE AGREEMENTi WAIVER, The ~eaae Documents
2147858519
1991,11-11
~6:~6PM ~4e8 p.le/15
conatltut.lll0 .nllr. .gr..m.nt b.tw..n tha partla. with ...pact to tho
"'.,.01 the Equlpm.nt, and thla L.... .hall not be modlfle<l, amendad,
alt.red, or ohang.d .xc.pt with the wrlttan consent 01 L..... and
Lessor. Any provision 01 this L.an found to b. prohlbU.d by law Ihall
be In.lfootlv. to tho ."'.nl of auch prohlblllon without Invalidating tho
r.malnd.r of thl. Lo.".. Th. wolvar by L'lOOr Of any br.acn by L.....
of any t.rm, cOv.nant Or condition h.r.of .hall not ooor.t..a. walvor
of any subsequ.nt breach Ihoraof,
IN WITNESS WHEREOF. the oortl., hov. .x.cut.d this Agreemenl .s Of Ih.
LESSEE: __'__'..
By:
Tille:
OPINION OF COUNSEL
With re.pecl to thot cert.ln Equipment Lease.Purchas. Agr.em.nl
("Lease") dat.d ___..,.,....._ by .nd b.twe.n
L..sor .nd Les..., I am Of the opinion that: (I) Les... I. a tox oxempt
enllty under Section '03 of th. Internal Rev.nu. Cod. 01 '988, as
.mended; (II) the execullon, d.lIl1Ory and performence by Lesse. Of
the L.... have been dUly authorized by all necessary action on the
part of L.....; (ill) the ~ea.e conllltut.. a I.gal, valid and binding
obligation of Lessee enforc.abl. In accord.nce with lIS terms and ell
stat.m.nts contained ih the Loas. and all related Inalrumant. are true:
(Iv) there are no suits, proc..dlngs or Investigations pending or, to my
knowlodg., threatanad .galnsl or affecting L....., allaw Or In equity,
or before or by any governmental or administrative ag.ncy or
Counsel for Lessee:
day of
19_
LESSOR:
By:
Till.:
instrument.my which. If adversely determined, WOUIO have a material
adv.rs. .If.ct on the transaction cont.mpl.ted In the L.... or the ability
of L...... to perform 110 obligations undar tha L..sa and les.e.l. not
In def.ult und., any mat.rlal obligation for th. payment of borrowed
mon.y, for tho delerred purche.. prlCI 01 prop.rty or fo, the paym.nt
of any r.nt under any la..e agr.em.nl whleh alther Individually or In
the aggr.gat. would have the .ama auch .ffect: and (v) all requlr.d
public bidding procedur.. regarding ths Iwerd 01 tho L.a.e have baen
follow.d by Lan.e and nC gov.rnm.ntal ord.rl, permlsslonl, con..ntl,
approvals Or authorization. ar. required to b. oblalned and no
registrations or dsclaratlons are requlrod 10 be flied In oonnectlon with
tho Ixecutlon and dellv.ry of th. L.ase,
By;
Title:
Date;
62Mle:" Fl.tv, 8'~
FROM '~SSOCI~TES DETROIT ,02 TO
2147858519
t991.11-11
06:07PM ~408 P.11/15
:-.e.
. .-....... .''"'''.........-. ................ oitnw,
SCHEDULE A
EQUIPMENT DESCRIPTION
Le~ NO.
This SChedule A I. execuled by ("L'S$Or"),
end _'._,_.~.. : &~.... "~._.,__, ,.. " ("Lea'H"),
as II supplemenllo, and lehertby attached to and mad. I part of thaI oertaln Equipment L.eu..Purcha8. Agreement
"
daled,.. 01 ~ ("Lease"), belWNn LeSlIOr and LilAH.
~esscr hereby leases to L....e und.r and pursuantlc the Lease and Lessee hereby I....s frClm LU80r Under
and pursuant to the Lease the following Items of Equlpm&nt:
QUANTITY
DESOFlIPTION (MANUFACTURER, MODeL AND SERIAL NO,)
SUPPLIER
eaUIPMeNT LOCATION:
Initial Term:
Month.
Commencement Oat.:
Expiration Date:.
Payment. of $ _ each (Inoluding Inlerest), followtld
plus any and all ather payments due undllf this Leue,
Periodic Rent: Conseautlve
by one final payment of $
Daled:
LeSSEE:
LESSOR: _
'BV:
BV:
TITLE: _
TITLE:
Page , ot 2
(2W\l1
FRor1 : RSSOC I RTES DETRO I T tt<:612'12 TO
HlJl.~ <:1 '>1<1 1 ~: I!Ib f4"SOC :;Al..
L.llaoo'
Paymenl
_Nu~!r,,~
,
TOTALS:
~2MD'
L....
Payment
Dale
2147858519
. SCHEDULE 4
PAYMENT SCHEDULE
L.ease
Paymenl
Inlertsl
Portion
Pal'l& 2 of 2
1991.11-11
06'07PM ~408 P.12/1S
~.~
Lease No,
FllICel Vear.End: '
Prlnelpal
Portion
C<)noll,ldlng
Payment
~ROM :~880CI~TE8 DETROIT :02 TO
HLIi:; ;::;j, .. ':413 10: 13:: R=.50C _",~RL
2147888519
'991.11-11
06'08PM #408 P.13/15
p.le
ESSENTIAL USE LETTER
(Sample)
(Pleas$ Qomplete on your l.tt.rhea~)
ASlIaociates
P.o. ~ox 6503S3
Oallas" 'TX 75265-0363
Gentlemen I
,
Re,; Equipment LeaslI-Pl.1.rchase Propollal. NUlnl;lr;!rl
X am furnishinq the followinq information to facilitate the
credit review prooess tor the propo$ed Equipment Lea..-Purchase
transaction.
A detailed explanation of the use and application of the
equipment is AS follows:
The equipment i. essential to the organization for the
fOllowinqreaaons:
This equipment replaces previous equipment: No ____ V.~___,
- If yes, the pr&vious equipment was originally purchased in 19__,
Other equipment being used fOr the same purpose consists of:
--
Th" usefUl
(jeplI.r,tment is:
equipment are:
life of the equipment in the operation ot the
. The future plana for the
~--
-...--...........
The pr09ram/~epartment hAS been in operation for
years.
The source of,funda for the payments ~ue under the Equi~ment
Lease-Purchase Aqr....nt for the current fiscal year is the
func:l.(a).
The fund (a) qenerates its revenue froml
Sincerely,
Lelll!see;
By;
'1'1tle:
Date;
SJC-lJSE
FROM :RSSOCIATES DETROIT ~~~02 TO
"'1..1-.:11 0:... ..f.J 4U. 'lJ1 n................. "',.,.....
214785851'3
1'3'31.11-11
06;08PM ~408 P.14/1S
"',11
INCUMBENCY CERTIFICATE
I do hereby certify that I a~ the duly elected or a~pointad and
~ctln~ Secretary/clerk of
----- ("Lea.ee"), a body corpor~t. and pOlitic duly
orqanized and existing under the laws or the Stato ot ,
that I havQ custOdy of the rOoords of Lessee, and that, a. ot the date
hereof, the individuals named below are the duly elected or appointed
offioers ot Lessee holding th~ oft ices set torth opposite their
respective names. I fUrthe~ certify that (i) the signatures let forth
opposite ~he1r respeotive names and titles are their true and authentio
signatures, and (ii) such officers have the Authority on behalf of
Lessee to enter into that certain ~qulpment Leas'~Purch... Aqr~e~e~t
dated or to be dated , between L.~sQe ~nd
Associatlllil
lWUi
l'.!'rLE
~IGNA1"C.m!
.
..' -
IN WITNESS WHEREOF, I have d~ly executed
affixed the seal of Lessee her,to this
,19_.
this Cert1t1cate and
day ef
SEAL
LESSEE I
BYI
TITLE I
SeC~Qtarv/Clorl<
SJC-INCUHBENCY
FROt 1 ~ F=lSSOC 1 F=lTES DETRO I T tt~602 TO
214785851'3
19'31.11-11
06~0'3PM ~408 P.1S/1S
. , -.. - - .. - - - . -.. ~.. " ,'-
DELIVERY AND ACCEPTANCE CERTIFICATE
,
Tho vndar$lgned L-eS8te hereby aQknowleogos receipt of Ihe Equl~mlnt deaerlb.d belOw ("Equlpmant") .e lully
In$lillllld and In good working cOl'ldltion ano L888&O horaby acoapts Ihe EQuipment att.r lull Inep.clion thereol &I IlItis-
faOlOry fOr all purposes under the Equipment Lease-Purchaee Agreement ("Lease") exllcuted by LIS.1I11 and _
("Lessor") as 01 the lease Oal' lal forth belOW,
lEASE
CATE
LE!AS~
NUMBER
SCHeOULE A
DATE
DEL-IVERY PURCHASe r PURCHASE!
NUMaer; OATE OROEn NO.
I
i
.
EQUIPMeNT INPOAMA TION
I ~~"~
DESC~If'TION (MANUFAOTUi"IeR, MODEL. AND SERIAL NO.)
SUPPLiER
--
LESSEe:
By:
TITLE:
DATE ACCEPTED: __
"1lO~