1989-058-RES WHEREAS, CITY COUNCIL, AT A SPECIAL MEETING ON 03.21.89 AUTHORIZED
RESOLUTION NO. 89-058
WHEREAS, the City Council of the City of Paris, did at a
special meeting on March 21, 1989 authorize advertising for bids
for a self-propelled road sweeper for the Street Department, and
bids were received until 10:00 o'clock A.M., Thursday, April 6,
1989; and,
WHEREAS, the City Council of the City of Paris, did at its
regular meeting on April 10, 1989, award the bid for such
equipment to Conley-Lott-Nichols Machinery Co., Longview, TX;
and,
WHEREAS, the Lease-Purchase Agreement attached hereto as
Exhibit A reflects terms in accordance with the bid let on April
10, 1989, the form of which should be approved; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS,
That the Lease Purchase Agreement in the form of Exhibit A
attached hereto is approved; and,
BE IT FURTHER RESOLVED, That the Mayor of the City of Paris,
Eric S. Clifford, be, and he is hereby authorized and directed to
execute on behalf of the City of Paris a Lease-Purchase Agreement
in the form attached hereto as Exhibit A with City First
Financial Company, assignee of Conley-Lott-Nichols Machinery Co.
Passed and adopted this 22nd day of May, 1989.
, Mayor
ATTEST:
~~~...~-)
Mattie Cunningham, Cit erk
APPROVED AS
~ty Attorney--
~.
CITY FIRST FINANCIAL COMPANY
MUNICIPAL EQUIPMENT LEASE-PURCHASE AGREEMENT
DOCUMENT PACKAGE
1. . The Municipal Equipment Lease-Purchase Agreement
2. Exhibit A - Equipment Description and Location
3. Exhibit B - Payment and Concluding Payment Schedule
4. Acceptance Certificate
5. Incumbancy Certificate
6. Certificate of Appropriation
7. Essential Use Letter
8. Certificate with Respect to Qualified Tax-Exempt Obligations
9. Legal Opinion of Lessees' Counsel
10. Invoicing Procedure Letter
I I. UCC Forms
Items not included in Package to be addcd on or before the time of Acceptance:
A. Statement and/or Certificate of Insurance
B. Three years Financial Statements and Current Year Budget
C. Certified Minutes of Governing Board or Other Evidence of Authority
D. Maintenance Agreement (When Applicable)
E. Invoice from Vendor
F. Descriptive Litcrature or Brochure on Equipment
G. Notice of Assignment of Lease (When Applicable)
H. IRS Form 8038-0 or.8038-0C
EXHIBIT A
Lease Numher :
Date of Lease:
Accepted as of:
890419
April 19, 1989
City First Financial Company
Municipal Equipment Lease-Purchase Agreement
Lessor:
Address:
City First Financial Company
P. O. Box 36
Conway, Arkansas 72032
Lessee:
Address:
City of Paris
135 1st Street
Paris, Texas 75640
Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the items of equipment (the "Equip.
ment")described in Exhibit A attached to this Equipment Lease.PurchaseAgreement (the "Lease"), upon
the following terms and conditions:
1. Dl!LIVERY AND ACCEPTANCB. Lesseeor, if Lessee so
requests. Lessor will cause the Equipment to be delivered to
Les~ee III the location specified in Exhibit A ( -the Equipment
Location"). Lesseewill pay all transportation and otbercosts. if
any. incurred in connection with the delivery orthe Equipment.
Lesseewill accept the Equipment assoon as ithas been delivered
and is operational or, in the event that the manufacturer or
vendor allows a pre-acceptance test period, as soon as the test
period has expired. lessee will evidence its acceptance of the
Equipment bycxecutingand delivering to tessoran Acceptance
Certificate (herein so called) in the form provided by Lessor.
2. THRM. This lease will become effective upon the execution
hereof by Lestwr. The term of this lectsc will commence on the
date the Equipment is accepted pursuant toSection 1 above and.
unless earlier terminated as expressly provided for in thisLease,
will continue until the Expiralion Date set forth in Exhibit B
ilHached hereto (hereinafter the "Lease Term").
3. RBNT. lessee agrees to pay to L.essor or its assignee the
Lease Payments (herein so called), including the interest por-
lion, equal to the amounts specified in Exhibit B. The Lease
PaymenlSwill be payable without notice or demand at the office
of the lessor (or such other place as Lessor or its assignee may
from time to time designate in writing),commencingon the first
Lease Payment Dale as set forth in Exhibit B and thereafter on
thedatessetforth in Exhibit B.Any payments received later than
ten (10) days from the due date will bear interest from the due
date at the highesl lawful rate. Except as specifically provided
in Section 4 hereof. the obligaLion of Lessee to make l.ease
Payments will be absolute and unconditional in all events and
will not be subject to any set-off, defense, counterclaim or re-
coupment for any reason whatsoever.
Lessee reasonably believes that funds ('an he obtained sufficient
to make all Lease Payments during the 1 case Term and hereby
covenants thal it will do alllhlngs lawfully within Its power 10
obtain, maintain and properly request and pursue funds from
which the Lease Payments may be made, including mak.ing
provisions for such payments 10 the extent necessary in euch
budget submiLled for the purpose of.Qbtainingfunding, using
its bona fide best efforts to have such portion of the budget
approved and exhausting all available administrative reviews
and appeals in Ihe event such portion of the budget is 1I0t ap-
proved. It is lessee's intent 10 make l.ease Payments for the
full Lease Term if funds are legally available therefore. and ill
that regard Lessee represents that the use of the EquipmenL is
essential to its proper, efficient and economic operation.
4. NONAPPROPRIATION OF PUNDS. In the event no
funds or insufficient funds are appropriated and budgeted or
are otherwise available by any means whatsoever in any fiscal
period for Lease Payments under this Lease, then Lessee will
immediately notify Lessor or its assignee of sucb occurrence,
and this Leaseshall terminate on the last dayofthefiscal period
for which appropriations were received without penalty or
expense to lessee of any kind whatsoever, except as to the
portions of Lease Payments otherwise available. In the event
of such termination, Lessee agrees to peaceably surrender
pm,session of the Equipment to Lessor or its assignee on the
date of such termination. packed for shipment in accordance
with manufacturer specificatioolli and freight prepald and in~
sured to any location in the continental United States desig-
nated by Lessor. Lessor will have all legal and equitable rights
and remedies to take possession of the Equipment.
Notwithstanding the foregoing, Lessee agrees that: Ii) it will
Dol cancel this Lease under the provisions of this Section if any
funds are approprjated to it, or by it, for the acquisition,
retention or operation of the Equipment or other equipment
performing functions similar to the Equipment for the fiscal
period in which such termination occurs or the next succeeding
fiscal period thereafter and (HJ it will notduringlhe LeaseTerm
give priority in the application of fllnds to any other functionally
similar equipment. This paragraph will not be construed so as
to permit Les!ioee to terminate this Lease in ordc:rto acquire any
other equipment or to allocate funds directly or indirectly to
perform essentially Ihe same application for which the Equip-
ment is intended.
S. LIMITATION ON WARRANTIES. Lesseeacknowledge.
and agrees that the Equipment isof a size, design, and capacity
selected by Lessee, that Lessor is neither a manufacturer nor
a vendor of such equipment and that LESSOR HAS NOT
MADE.AND DOES NOT HEREBY MAKE ANY REPRESEN.
TA nON. WARRANTY. OR COVENANT. EXPRESS OR
IMPt.IED. WtTH RESPECrTOTHE MERCHANTABILITY,
CONDITION. QUALITY . DURAlIILlTY, DESIGN.OPERA.
TION. FITNESS FOR USE. OR SUtTABLlLITY OF THE
EQUIPMENT tN ANY RESPECT WHATSOEVER OR IN
CONNECTION WtTH OR FOR THE PURPOSES AND
USES OF THE l.ESSEE. OR ANY OTHER REPRESENTA.
TlON, WARRANTY OR COVENANT Of ANY KIND OR
CHARACTER. EXPRESS OR IMPt.IED. WITH RESPECT
THERETO, AND LESSOR SHALL NOT BE OBLIGATED
OR LIABLE FOR ACTUAL. INCIDENTAL.
CONSEQUENTIAL OR OTHER DAMAGES OF OR TO
LESSEE OR ANY OTHER PERSON OR ENTITY ARISING
OUT Of OR IN COl'l'ECTION WITH TIlE USE OR PER.
fORMANCE Of TilE EQUIPMENT AND TilE MAINTE.
NANCE TIIEREOf.
lessor hereby assigns to lessee during the Lease Term, so long
as no Event or Default has occured hereunder and is continuing,
all manufacturer's warranties. if any. expressed or implied with
respect to the Equipment. and Lessor authorizes Lessee to
obtain the customary services furnished in connection with
sucb warranties at Lessee's expense.
6. AUTHORITY AND AUTJ-IORIZAT10N. Lessee repre.
sents, covenants and warrants and, as requested by Lessor. will
deliver an opinion of counsel to the effect that:
(i) Lessee is a Cully constituted political subdivision
or agency of the state of the Equipment Location;
(ii) the execution. delivery and performance by
Lessecof this Lea!loe have been duly authorized by all
necessary action on the part of Lessee; and
(iii) this Lease constitutes a legal, valid and binding
obligation of lessee enforceable in accordance with
its terms.
Lessee agrees that:
(i) it has complied with all bidding requirements
where necessary and by due notification presented
this Lease for approval and adoption as a valid
obligation on its part;
(ii) it has sufficient appropriations or other funds
available to pay all amounts due hereunder for the
current fiscal period;
(iii) it is an entity described in Section 103(c)(1) of
the Internal Revenue Code of 1986, as amended;
(iv) the obligation represented by this Lease docs
not constitute a bond (L) which is issued to
"advance refund" any other bond as that term is
defined in Section 149(d)(5) of the Code or (2) a
bond described in Section 149(d)(2),(3), or (4)
of the Code;
(v) The obligation of Lessee represented by this
Lease is not "Federally Guaranteed" as that term is
defined in Section 149(b)(2) of the Code;
(vi) Lessee will do or cause to be done all things
necessary to preserve its existence as an entity
described in Section 103(c) of the Code;
(vii) the obligation represented by this Lease does
not constitute an "Arbitrage Bond" as that term is
defined in Section 148(a) of the Code; and
(viii) Lessee shall execute an "Information Return
for Tax-Exempt (jo\lernmental Bond bsuelO",
Form 8038-0 or 8038-GC; as preSCribed in Section
149(e) of the Code.
7. TITI.E. Upon acceptance of the Equipment by Lessee
hereunder, title to the Equipment will vest in Lessee; however,
(i) in the e\lent of termination of this tease by Lessee pursuant
to Section 4 hereof; (ii) upon the occurrence of an Iivent of
Default hereunder and as long as such Event of Default is
continuing; or (iii) In the e\lent that the Purchase Option has
not been eJlCrcised prior to the Expiration Date. title will
immediately vest in Lessor or its assignee.
8. SECURITY INTEREST. In order to secure all of its obli-
gationshereunder. Lessee hereby: (i) grants to Lessora !intand
prior security interest in any and all right, title and interest of
Lessee in the Equipment and in al~additions, attachments,
accessions and substitutions thereto, and on any proceeds
therefrom; (ii) agrees thatthis Lease may be filed asa financing
statement evidencing such security interest; and (iii) agrees to
execute and deli\ler all financingstatemenls,certificatesoftitle
and other instrument:r. necessary or appropriate toevidence such
secuClty Interest.
9. PERSONAL PROPERTY. The Equipment is and will
remain personal property and will notbe deemed to be affixed to
or a part of the real estate on which it may be situated, notwith-
standing that the Equipment or aoy part thereof may be or
hereinafter become in any manner physically affixed or attached
to real eslate or any building thereon. If requested by Lessor.
Lesseewill, at Lessee's expense, furnish a landlord or mortgage
waiver with respect to the Equipment.
10. USH; RHPAIRS. Lessee will use the Equipment in a
careful manner for the use contemplated by the manufacturer
for the Equipment and shall comply with all laws, ordinances,
insurance policies and regulations relating to, and will pay all
costS, claims, damages, fees and charges arising out of, its pos-
session, use or maintenance. Lessee.at its expense, wilt keep the
Equipment in good repair and furnish all parts, mecbanismsand
devices required therefore. If the Equipment is such as is
customarily cO\lered by a maintenance agreement, Lessee will
furni~h lessorwith a maintenance agreement with a party satis.
factory to Lessor.
11. ALTERATIONS. Lessee will not make any alterations,
additions or improvements to the Equipment without Lessor's
prior written consent unless such alterations, additions or im-
provements may be readily removed without damage to the
Equipment.
12. LOCATION; INSPECTION. The Equipmenl willnol be
removed from or, if the Equipment consists of rolling stock, its
permanent base will not be changed (rom the Equipment Loca-
tion without Lessor's prior written consent. which will Dot be
unreasonably witheld. Lessor will be entitled to enter upon the
Equipment Location or elsewhere during reasonable business
hours to inspect the Equipment or observe its use and opera-
tion.
13. LIENS AND TAXES. Lessee shall keep the Equipment
free and clear of alllevies,liens and encumbrances except those
created under this Agreement. Lessee shall pay, when due, all
charges and taxes (local. state and federal) which may now or
herein after be imposed upon the ownership, leasing, rental,
sale, purcha~e, pos:ioession or use of the Equipment, excluding
however all taxes on or measured by Lessor's income. l( Lessee
Cails to pay said charges and taxes when due, Lessor shall have
the right, bul shall not be obligated, to pay said charges and
taxes. If Lessor pays any charges Of taxes for which Lessee is re-
sponsible or liable under thi:ioAgreement, Lessee shall reimburse
Lessor therefor.
14. RISK OF LOSS; DAMAGI!; DI!STRUC'l'ION. Leooee
assumes all risk of loss of or damage to the Equipmentfrom any
cause whatsoever, and no such loss of or damage to the Equip-
ment nor defect therein. nor unfitness or obsolescence thereof
shall relieve I.essee of the obligation to make Lease Payments
ortoperform any other obligation under this Lease. Intheevcnt
of damage to any item of Equipment. l.essee will immediately
place the same in good repair with the proceeds of any insur-
ance reco\lery applied to the cost of such repair. If Les50r
determines that any item of Equipment is lust,stolen,destroyed
or damaged beyond. repair, Lessee shall either: (a) replace the
same with like equipment in good repair;or{b) on the next Lease
Payment date, pay Lessor(i) all amounts then owed by Lessee to
lessor under this lease, including the Lease Payment due on
such date and (ii) the applicable Concluding Payment set forth
in Exhibit B.
15. JNSURANCI!. Lessee will, at its expense, maintain at all
times during the l.ease Term fire and extended coverage, public
Jiablity and property damage insurance with respect to the
Equipment in such amounts, covering such risks, and with such
insurers as shall be satiliifactory to lessor, or, with Lessor's
prior written consent,l.essee may self-insure against any or all
such risks. In no event will the insurance limits be Jess than the
amount of the then applicable Concluding Payment with respect
tathe Equiptnent. Each insurance policy will name Lessee as an
insured and l.essor or its assigns as an additional insured and
Joss payee and will contain a clause requiring the insurer togive
lessor at least thirty (30)days prior written notice of any altera-
tion in the terms of such policy or the cancellation thereof. The
proceeds of any such policies will be payable to lessee and
Lessor or its assigns as their interests may appear. Upon
acceptance of the Equipment and upon each insurance renewal
date, Lessee will deliver to Lessor a certificate evidencing such
insurance. In the: event that Lessee has been permitted to self.
insure, Lessee will furnish Lessorwith a letter or certificate to
such effect. In the event of any loss, damage, injury or accident
involving the Equipment. Lessee will promptly provide Lessor
with written notice thereof and make available to Lessor all
information and documentation relating thereto.
16. INDEMNIFICATION. To the extent allowed by law
Lessee. shall indemnify Lessor against and hold Lessor harmless
from any and all claims, actions, proceedings, expenses, dam-
ages or liabilities, including attorney's fees and courl costs,
arising in connection with the Equipment, including but not
limited to its selection, purchase, delivery, possession, use,
operation, rejection or return aud the recovery of claims under
insurance policies thereon.
17. PURCJ-IASB OPTION. Upon thirty (30) days prior
written notice from Lessee 10 Lessor, and provided that there
is no Event of Default or an event which with notice or lapse of
time, or both, could become an event of Default then existing.
Lessee will have the right to purchase the Equipment on certain
Lealte Payment dates set forth in Exhibit B by paying to Lessor,
on such a date, the Lease Payment then due together with the
Concluding Payment amount set forth opposite such date. Upon
satisfation by lessee of such purchase conditions, l.essor will
transfer any and all of its right. title and interest in the
Equipment to Lessee as is and without warranty expressed or
implied, except that Lessor will warrant to Lessee that the
Equipment is free and clear of any liens created by Lessor.
18. ASSIGNr.tENT AND REGISTRATION REQUIRE-
MI!NTS. Without le:'lloor's prior written con:.ent,lessee will
not: (i) assign, tran'ifer.pledge, hypothecate, grant any security
interest in or otherwise dispose of this Lease or the Equipment
or (ii) sublet or lend the Equipment or permit it to be used by
anyone other than Lessee or les:..ee's employees. lessor may
a!.sign its right,title and interest in and to this Lease, the Equip-
ment and any other document!. executed with respect to this
Leaseandjorgrant or assign asecurityinterest in thiS Lease and
the Equipment, in whole or in part. ..{\ny such assignees shall
have all of the rights of Lessor under this lease. Subject to the
foregoing, this l.ease inures to the benefit of and is binding upon
the heirs, executors, administrators, successors and assigns of
the parties hereto. No assignment or reassignment of any of
Leltsor's right, title or interest in this Lease or the Equipment
shall be effective unless and until Lessee shall have received a
duplicate original counterpan of the document by which the
assignment or reassignment is made, disclosing the name and
address of each such assignee; however, if lioucb assignment is
made to a bank or trusl company as paying or eKrow agent for
holders of certificates of participation in the Lease, it shall
thereafter be sufficient that a copy of the agency agreement
shall have been deposited with I!.essee until Leuee shall have
been advised that such agency"agreementis noloager in effect.
During the Lease Term, Lessee shall keep a complete and
accurate record of all such assignments in form necessary to
comply with the United States Internal RevenueCode and the
regulations, proposed or existing, from time to time promul-
gated thereunder.
19. HVHNTS Oil DHPAULT. The term "Eveatof DefaultH
as used herein, meanli the occurrence of anyone or more of th~
following events:
(a) Lessee fails to make any Lease Payment (or any
other payment) as it becomes due in accordance
wiith the terms of this Lease, and any such failure
continues for ten (10) days after the due date
thereof; or
(b) Lessee fails to perform or observe any other
covenant, condition or agreement to be performed
or observed by it hereunder and such failure is not
cured within twenty (20) days after written notice
thereof by Lessor; or
(c) The discovery by Lessor that any statement. rep-
resentation or warranty made by Lessee in this
Lease or in any writing ever delivered by Lessee
pursuant hereto or in connection herewith is false,
misleading or erroneous in any materia! respect.
20. REMEDIES. Upon the occurrence of an Event of Default
and as long as such Event of Default is continuing, Lessor may,
at its option, exercise anyone or more of the following remedies:
(a) By written notice to Lessee, declare an amount
equal to all amounts then due under this Lease to be
immediately due and payable. whereupon the same
shall become immediately due and payable;
(b) By written notice to the Lessee, request Lessee
to (and Lessee agrees that it will), at Lessee's
expense, promptly return the Equipment to Lessor
in the manner set forth in Section 4 hereof; Lessor,
at its option, may enter upon the premises where
the Equipment is located and take immediate
possession of and remove the same;
(c) Sell or lease the Equipment or sublease it for
the account of Lessee. holding Lessee liable for all
Lease Payments and other payments due to the
effective date of such selling, leasing or subleasing
and for the difference between the purchase price,
rental and other amounts paid by the purchaser,
lessee or sublessee pursuant to such sale,lease or
sublease and the amounts payable by Lessee
hereunder; or
(d) Exercise any other right, remedy or privilege
which may be available to it under applicable laws of
the State of the EqUipment Location or any other
applicable law or proceed by appropriate court
action to enforce the terms of this tea5e or to re-
cover damages for the breach of this Lease or to
rescind this Lease as to any or all of tbe Equipmeot.
In addition, lessee will remain liable ror all cove-
nants and indemnities underthis Lease and for alllegaUeesand
other costs and expenses, including court costs, incurred by
Lessorwith relipect to the enforcement of any of the remedies
listed above or any other remedy available to lessor.
21. NOTICES. All notices to be given under this Lease shall
be made in writing and mailed by certified mail, return receipt
requested, to the other party at its address set forth herein or at
such address as the party may provide in writing from time to
time. Any such notice shall be deemed to have been received five
(5) days subsequent to mailing.
22. SeCTION HeADINGS. Alllaoection headings contained
herein are for the convenience of reference only and are not
intended to define or limit the scope of any provision of this
Lease.
23. GOVERNING LAW. This Lease shall be construed in
accordance with and governed by the laws of the State of the
Equipment Location.
24. DELlVllRYOl' RIlI.A'fllIlDOCUIIU!N'fS.l.e5Seewill
execute or provide, as requested by lessor, such other docu~
mentsand information asare reasonably necessary with respect
to the transaction contemplated hy this Lease. At the request of
Lessor, 1.essee will furnish Leslioor annual financial audit of
Lessee when it is available after the end of the Lessee's fiscal
year.
ZS. ENTIRE AGREl!MHNT; WAIVHR. lbis Lease. together
with the Acceptance Certificate and other attachments hereto,
and other documenhi or instruments executed by Lessee and
Lessor in connection herewith constitute the entire agreement
between the parties with respect to the lease of the Equipment.
and thiS Lease shall not be modifi~c:i, amC(nded, altered or
changed except with the written consent of Lessee and Lessor.
Any provision of this Lease found to be prohibited by law shall
be ineffective to the extent of such prohibition without invalidat~
ing the remainder of this Lease. The waiver by Lessor of any
breach by Lessee of any term covenant or condition hereof
shall not operate as a waiver of any subsequent breach thereof.
26. AIlDI'fIONAI. PROVISIONS. Any amendments to the
standard language of this lease will be set forth in Exbibit C
attached hereto, if applicable.
IN WITNESS WHEREOF. the parties hereto have executed this Equipment Lease~Purchase Agreement 1105 of the date nrst
stated herein.
City Pint IliaaDeial Campaay
By:
Rodney K. Miller
'fitle:President
Lessee: City of Paris
By:
Title:
Allest:
By:
Name:
Title:
(SEAL)
Lease Number: 890419
Lease Dale April 19, 1989
EXHIBIT A
DESCRIPTION OF EQUIPMENT
UANTITY
DESCRIPTION
-1-
Part No.
274225 Waldon Sweepnaster with Cunmins 4B3.9 Diesel
engine and all standard equipment with the
following options:
Articles:
Ether cold start
6 ply tires
Poly Brush
Front Bmnper
Rear bumper
Cab-1 Door
Air conditioning
Heater
Defroster
Wipers
Rear View Mirrors
Engine Doors
Light Kit
Strobe Light
Part No.:
272782
289371
281881
272625
280222
273607
271403
274159
166066
272104
279810
271437
272518
272542
SERIAL NUMBER:
EOUIPMENT LOCA TlON:
ACCEPTED:
Authorized Signature
Vale
Part No.:
271429
Articles:
Sprinkler Kit
EXHIBIT B
PMT DATE LEASE PRINCIPAL INTEREST CONCLUDING
NO. PAYMENT PORTION PORTION PAYMENT
1 $1. 034.14 $1,034.14 $0.00
2 $1,034.14 $855.27 $178.87
3 $1,034.14 $862.36 $171. 78
4 $1,034. 14 $869. t>1 $164.63
5 $1,034,14 $ 876. 72 $157.42
6 $1,034.14 $883.99 $150. 15
7 $1,034. 14 $891.32 $142. 82
8 $1,034.14 $898.71 $135.43
9 $1.034.14 $906. 16 $127.98
10 $1,034.14 $913.67 $120.47
11 $1,034. 14 $921.25 $112.89
12 $1,034.14 $928.89 $105.25 $11,888.25
13 $1.034. 14 $936.59 $97.55
14 $1.034. 14 $944.35 $89,79
15 $1,034. 14 $952. 18 $ 81. 96
16 $1,034. 14 $960.08 $74.06
17 $1.034.14 $968.04 $66.10
18 $1,034.14 $976.06 $58. 08
19 $1,034.14 $984. 16 $49.98
20 $1,034.14 $992.32 $41. 82
21 $1,034.14 $1,000.54 $33.60
22 $1,034. 14 $1,008.84 $25.30
23 $1,034.14 $1,017.20 $16.94
24 $1,034.14 $1,025.64 $8.50 $1.00
ACCEPTANCE CERTIfiCATE
Cily firsl Financial Company
P. O. 80. 1IJ531
Conway, AR 72032
Gentkmen:
In accordance with Ihe lerms of the Equipmenl Lease.Purchase Agreement daled 04/19/89 ('the
"Lease") between Cily firsl Financial Company ("Lessor") and the undersigned ("Lessee"),
Lessee hereby certifies and represenls to, and agrees with, Lessor as follows:
1. The Equipment, as such term is defined in Ihe Lease and specifically described in Exhibit A,
has been delivered at Ihe Equipment Location spec~'ied by Lessee and accepted on the date indicated
below.
2. Lessee has conducted such inspcction and/or lesling of the Equipment as it deems necessary and
appropriate and hereby acknowledges thaI it accepts the Equipment for all purposes.
3. No Eyent 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 occured and is continuing On the date hereof.
4. ThisAcccptance Certifi.:ate and Iheallached E.hibit A hereto shall be considered as incorporated
into the Lease and not .ubjeet 10 panition.
5. Lessor is aUlhorized, upon receipt of Ihis Acceptance Certificate and upon Lessors' due diligence
of its authenticity, to relea" any funds in the amount described in the allached Exhibit A to the
Vendor or Vendors of Ihe Equipment.
Lessee: CITY OF PARIS
By:
Title:
Dale:
INCUMBANCY CERTIFICATE
I, ,do hereby certify that I am the duly elected or appointed and acting
Secretary lClerk of the , a political subdivision or agency duly
organized and existing under the laws of the State of 'I'py"" ,that I have custody of the records
of such entity, and thai, as of the dale hereof, the individuals named below are the dulyelccled or appointed
officers of such entity holding the offices sel forth opposite their respective names. I further certify that
(i) the signatures set opposite their respective names and titles are their true and authentic signatures and
(ii) such officers have the authority on behalf of such entity to enter into that certain Equipment Lease-
Purchase Agreement dated 04/19/89 between such entity and City First Financial Company (Lessor).
NAME
TITLE
SIGNATURE
In witness whereof, I have duly executed this certificate and affixed the seal of such entity hereto
this _ day of
Secretary /Clerk
-SEAL-
CERTIFICATE OF APPROPRIATION
I, of Ihe City of Paris ("Lessee") hereby
certify that all payments due by Lessee, under that certain Equipment Lease-Purchase Agreement dated as
of April 19. 1989 , between Lessee and City First Financial Company ("Lessor") for the fiscal
year ending are within such fiscal year's budget for Lessee and within avail-
able, unexhausted and unencumbered appropriation for Lessee.
In witness whereof, I have set my hand this _ day of
,19_.
Authorized Signature
Title
ESSENTIAL USE LETTER
City First Financial Company
P. O. Box 10531
Conway, Arkansas 72032
Re: Equipment Lease-Purchase Agreement dated April 19. 1989 .
Genllemen:
This leller is being wrillen with respect to the use of the Equipment (here so called) to be leased to the
undersigned under the above refercnced Equipment Lease-Purchase Agreement. The Equipment will be
used by the for the purpose of:
The undersigned hereby represents that the use of the Equipment is essential to its proper, efficient and
economic operation. The Equipment will not be used in any private business activity or put to any private
business activity Use.
Regards,
Authorized Signature
Title
Certificate with Respect to Qualified
Tax-Exempt Obligations
I, the of the City of Paris
(ULesl)ec"), am duly authorized to execute that certain Lease-Purchase Agreement, dated as of
April 19, 1989 (the "Agreemenl") by and between Lessee and City First Financial
Company and do hereby certify as I' nllows:
1. This Certificate with Respeclto Qualified Tax-Exempl Obligations(the "Certificate") is executed for the
purpose of eSlablishing thallhe Agreement has been designated by the Lessee as a qualified tax-exempt
ohligation of Lesseefor the purposes of Section 265(b)(3) of the Internal Reyenue Code 0( t9116 (the"Coden)
2. Lessee is a political suhdivision of the State of Texas
3. The Agreement is being issued in calendar year 1989
4. Neither any portion of the gross proceeds of lhe Agreement nor the Equipment identified in the Agreement
shall be used (directly or indirectly) in a trade or business carried on by any person other than a governmcn-
tal unit, excepl I' or such use as a member of the general public.
5. No porlion of the Payments identified in thc Agreement (a) is secured,directly or indirectly, by property
used or to be used in a trade or business carried on by a person other than a goyernmental unit, except for
such useasa member of Ihe general public, or by payments in respect 0( such property or (b) is tobe derived
from payments (whether or not to Lessee) in respecl of properly or borrowed money used or to be used for
a trade or business carried on by any person other Ihan a goyernmental unil..
6. No portion of lhe gross proceeds of the Agreement will be used (directly or indirectly) to make or finance
loans to persons other than governmental unilllo.
7. Lessee has designated the Agreement as a qualified tax-exempt obligation for purposes 0( the Code,
pursuanllo a resolutiou adopted by the governing body of Lessee on ,19
H. Including the Agreement herein so designated, Lessee will not designate morc than $10,000,000 0(
obligations issued during calendar year 1989 as qualified lax-exempt obligations.
9. Lessee reasonably anticipates that the total amount of tax-exempt obligalions (including bUI not limited
to lease-purchase agreements and excluding priyale aClivity bonds) tobe issued by Lessee during calendar
year 1989 will not exceed $10,000,000.
111. For the purposes of this Certifjcate. the amount of tax-exempt obligalions stated as either issued or
designaled as qualified tax-exempt obligalions includes tax-exempt obligatioDsissued by all eDtitiesderiying
their issuing authority from Lessee or by an entily subject to substantial conlrol by Lessee, as provided in
Section 265(b)(3)(E) of the Code.
11. This Certificate is based on facts and circumstances in existence on tbis date.
IN WITNESS WHEREOF, I have sel my hand this_day 0(
,19
City of Paris
Lcss(,;c
Title
Authorized Signature
(LEGAL OPINION OF LESSEE'S COUNSEL)
(TO BE TYPED ON LETTERHEAD OF COUNSEL FOR BUY.ER)
City First Financial Company
Post Office Box 10531
Conway. Arkansas 72032
RE: Equipment Lease-Purchase Agreement dated as of
Lease Number: . 8Q041Q
__ r.i ty nf' P::.ri R
04/19/89 and all ancillary documents thereto. so numbered as
by, and between City First Financial Company, as Lessor, and
. as l.essee.
Gentlemen:
I am attorney fot ("Lessee"), and, pursuant to the
above referenced transaction,. am familiar with the above referenced Equipment Lease-Purchase Agreement(the UAgreementtt).
Based on the examination of the Agreement and such other document", records and papers as I deemed to be relevant
and necessary as the basis for my opinion set forth below, it is my opinion that:
1. L,ssee isa political subdivision, as such term is defined in Section 103 of the Internal Revenue Code and the Regulations
thereunder, empowered to issue obligalionssuch as the Agreement on behalfof the foregoing entity. and the Lessee is authorized
by the Constitution and the laws of the State of '1'P.YJIIR to enter into tranlOactions comtemplated by the
Agreement and to carry out its obligations thereunder.
2. The Agreement has been duly authorized, executed and delivered by Lessee and constitutes a valid. legal and binding obligation
of Lessee enforceable in accordance with its terms.
3. No further approval. consent or withholding of objt:ctions is required from any federal, state or local government authority
with respect of the Agreement to the entering into or performance by the Lessee and the transactions contemplated thereby.
4. The entering into and performance of the Agreement and other related documents will not violate any judgment, order. law
or regulation applicable to Lessee or result in any breach of. or constitute a default under, or result in the creation of any lien.
charge. security interest or other encumbrance upon any assets of l.essee or the leased equipment pursuant to any indenture.
mortgage, deed of trust. bank loan. credit agreement or other instrument to which Lessee is a party or by which it or its assets may
be bound.
S. There are no actions. suits or proceedings pending or, to the knowledge of l.es:ioee. threatened against or affecting lessee in
any court or before any governmental commission, board or authority, which, if adversly determined. will have a material advc:r60e
effect on the ability of Lessee to perform its obligations under the Agreement.
6. The equipment subject to the Agreement is personal property and when subjected to use by Lessee. will not be or become fixtures
under: the laws of the State in which Lessee i~ located.
7. All required public biddingproceduresregard.ing acquisition of the leased equipment and the l:twardoftheAgreement,have been
followed by the Lessee.
Sincerely.
8y:
Title:
Date:
INVOICING PROCIlI>URIJ LIl'rfIJR
City First Financial Company
P. O. Box 10531
Conway, Arkansas 72032
Dear Sirs:
Reference is hereby made to the Agreement dated 04/19/89 ,(the Agreement"), between City
First Financial Company ("Lessor") and the undersigned City of Paris ("Lessee").
Outlined below is the procedure we wish to follow for invoicing the lease payment.
A. 1nvoice should be mailed to us
days before due.
B. Submit invoices to:
Lessee:
Contact:
Address:
C. Phone:
D. The payment is due acceptance of the
equipment. Subsequent payments will be due on the same day of the next payment period .
a. This is acceptable to our Accounts Payable cycle.
b. This is not acceptable to our Accounts Payable cycle. Please change our due date to
. Please adjust this one payment to reflect the change in "days
interest earned" that is accrued in this one payment.
Regards,
Authorized Signature
Title
Date
Thill FINANCING Sf A T'EMlNf ill p,.....ted to. Fill", OHic., for fillng
pursuant to the Unito,," Commerdol Cod.
Deblor(s) Address
-' 3. Malunlydote{,fony)
,,'s space for use of Filing Officer.
,Dale, lime. number and Filing Office.)
I. Deblor(s) Name (Losl Name FirSl)
Ci ty of Paris
135 1st Street
Paris, Texas 75640
4. Secured Porty('es)
'.
5. Secured PClrly(ies) Address
P. O. Box 36
Conway, Arkansas
City First Financial Company
72032
6. Anigned Porry(ies)
7. Assigned Porty(ies) Address
8. This finanCing storemenr covers the following types (or IIems) of property:
I-Part No. 274225~aldon Sweepmaster with Cummins 4B3.9 Diesel Engine and all
Standard Equipment with the following options:
Articles:
Ether Cold Start
6 ply tires
Poly Brush
Front Bumper
Rear Bumper
Cab-1 door
Air Condi tioning
Heater
Defroster
Wipers
Rear View Mirrors
Engine Doors
Light Kit
Strobe Light
Sprinkler Kit
Part No.:
272782
289371
281881
272625
280222
273607
271403
274159
166066
272104
279810
271437
272518
272542
271429
Description of Real Estale. (Use this only if applicable)
Check (X) If covered: XXJG:Xroceeds of collateral ore alw covered. ( l Products of Collateral ore also covered. No of additional sheets presented: ( )
Filed wirh C,rcuit Courl Clerk of
County.
) Secretory of STare.
CITY OF PARIS
CITY FIR~T FTNANrTAT \QMP~
By:
By'
Signature(s) of Secured Porty(..s)
Signarure(s) of DebtOf{s)
FILING OFFICER COPY
Thll fo<m of f,noncin'illtolemenl'l oppovecj by ,h. Sec..tory of SIOI. ond rh. ....rkonlQl Comm,",on on Unifo<m Stole lowS
S,ANDARD FORM UNIFORM COMMERCIAL COOE--F-ORM UCC-l. Forms may be purchased from Democrat PIg. & LiTho. Co. IIA Eosl 2nd Sl. Lillie Rock, Ark.onsas