1998-114-RES WHEREAS, CITY COUNCIL AT ITS REGULAR MEETING ON THE 26TH
RESOLUTION NO. 98-114
WHEREAS, the City Council of the City of Paris did, at its regular meeting on the 26th
day of September, 1997, in Ordinance No. 98-047, authorize the purchase of a 1998 Boss 6541
D truck mount on GMC Model HD3500 for the use in the Water/Sewer Department, and
thereafter did advertise for bids for furnishing said jet rodder equipment, which bids for such were
received until 3:00 p.m. Tuesday, the 24th day of March, 1998; and,
WHEREAS, the best bid for such purchase was made by Underground, Inc., of
Pearland, Texas, and it was awarded the bid for such equipment; and,
WHEREAS, the form of Lease Purchase Financing Proposal No. 29265 with Associates
Commercial Corporation for the purchase of a 1998 Boss 6541 D truck mount on GMC Model
HD3500, attached hereto as Exhibit A, should in all things, be approved, and the City Manager,
Michael E. Malone, should be authorized to execute the same; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, that the
form of the Equipment Lease Purchase Agreement with Associates Commercial Corporation,
attached hereto as Exhibit A, be, and the same is hereby approved; 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 Lease Purchase Financing Proposal No. 29265, upon the terms and conditions and in the form
shown in Exhibit A, attached hereto, with Associates Commercial Corporation, financing the
purchase of a 1998 Boss 6541 D truck mount on GMC Model HD-3500.
PASSED AND ADOPTED this 10th day of August, 1998.
~
Charles H. Neeley, Mayor
ATTEST:
~.
~~j~~ ~
Mattie Cunningham, City Cle
APPROVED AS TO FORM:
~~.7
Scott Foster, City Attorney
JUL-23-98 09:12 FROM,ASSOCIATES
10:9726523491
PACE 3/6
~
EQUIPMENT LEASE-PURCHASE AGREEMENT
Le66ee; (Nwne and Address)
SAMPLE
Lease No.
L8S$OI': (Name and Addl'G$$)
Associates Commercial Corporation
300 E. John Carpenter Freeway
Irving, TX 75062
L~ Igl'ee$ to lease to Lessee and L~ ~9ree& to I8a&a from lessor tho Equipment described in any Schedule A now or hereaftBr attached
herero rEquipmf!nt") in accordance with the folllJWing tenns and conditions of this Equipment \.eas&-Purehase Agreement ("LeaseM).
1. TERM. This lease will become effeetiw upon tle execution hereof by Lessor. The tBrm of this Lease will commence on the date the Equipment is
accepted pursuant to Section 3 hereunder and, unless earlier terminated 8$ exptmly provided for in this Lease. wiU continue until the expiration date
(the MExpiration [)ateM) set forth in Schedule A attached hereto (the "Lease Term").
2. RENT. Lessee agrees to pay to LesiOT or its assignee th9 Lvase Paymet\t$. itlcludit\g the interest portion, eqval to the amounts spoeifiGd in
Sehedule A. The lea$$ Payments will be payable without notice or demand at the offlce of Lessor (or such o1her place as Lessor or /t$ as$ignee may
from time to time decignate In \Wiling), and wiU commence on the first lease Payment Date as set forth in Schedule A and thereafter on the subsequent
dates set forth in Schedule A. MY payments received Iat.8r than tin (10) days from the due date will bear interest at the highest ~wfuI rate from the due
dale. Except as specifically provided in Section 6 hereof. the obligation of Lessee to make the Lease Payments hereunder and perform all at its other
obligations hereunder will be absolute and unconditional in aD evenW and will not be ,ubject to ~my ~. clefeme. QOUnterclaim, or reoQupment fO( atly
teaSOI'I what$oever including, without limitation, any failur. of the Equipment to be delivered or installed. any defects, malfunctions. breakdowns 01'
infirmities in the Equipment or lOy accident. condemnation or unforeseen circumstances. Lessee rlasonably beHeves that funds can be obtained
sufficient to mak9 aD wse Payments during the Lease Term and hereby oovenat\t$ that it will do au things lawfully within its power to obtain,
maintain and pl'c.JPer1y request and pursue funds from which the Lease Payment$ may be made, including making provisions for such payments to the
extent necessary in each budget submitted for the pul'pl)Se of obtaining funding, using its bona fide best efforts to have such portion of the budget
app\'Q\ied ~d exhausting aD available administrative revievJs and appeals in the emrt such portion of the budget is not approved. It is Lmee'$ i~ ~
make Lease Payments for the full Leise Term if fund$ are legaJIy available therefor and in that regard lessee r8p(esents that the use of the Equipment
is essential to its proper. efficient and ea>nomic operation. Lenor and Lmee unders~nc1 and intend that the obligation of Lmee to pay Lease
PaymentS hereunder shall con$titute a CUlT9nt expense of Lessee and shaH not in any way be coostnled to be a debt of Lessee in contravention of MY
Ipplicable constitutional or stltutg!)' limitation or requirement ceneerning !he c~ation of indebtedness by lessee, nor shaD anything contained herein
constiMe a pledge of the general tax revenues. funds or monies of LeSGee.
3. DELNERY AND ACCEPTANCE. Lessee shaU order the Equipment, cause the Equipment to be delivered and installed at the location specified on I'
Schedule A rEquipment LocationW) al'ld pay any and aU dtlivtry and ins1aJJation costs in connection therewith. Lessee wiU accept the Equipment as
soon as it has been deflVlred and inspected. Lessee wiU evidence its laCQeptanee of the Equipment by executing and delivering to Lessor a Delivery and
Aectptanee Certificate (in the form provided by lessor) upon delivery at the Equipment
4. DISCLAIMER OF WARRANTIES. lessee acknowledges and agrees that the Equipment is of a size, design and ~pacity selected by L.esset, that
l8scor is der a manufacturer nor a vendor of such equipment that LESSOR LEASES AND LESSEE TAKES THE EQUIPMENT AND EACH PART
THEREOF wAS.ISw AND THAT LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR
COVENANT, EXPRESS OR IMPLIED, WITH RESPECT TO THE MERCHANTABILITY, CONDITION, QUALITY. DURABILITY, DESIGN,
OPERATION, FITNESS FOR USE, OR SUITABIUTY 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 Am
OBLIGATION BASED ON STRICT LIABILITY IN TORT OR PoUY OTHER REPRESENTATION, WAARAATY, OR COVENANT OF ANY KINO OR
CHARACTER, exPRESS OR IMPLIED. WITH RESPECT THERETO, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE
BORNE BY LESSEE AND LESSOR SHALL NOT BE OBLIGATED OR UABLE FOR ACTUAL, iNCIDENTAL, CONSEQUENTIAL, OR OTHER
DAMAGES OF OR TO LESSEE OR JWf OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECnON WITH THE USE OR
PERFORMANCE OF THE EQUIPMENT AND TrlE MAINTENANCE THEREOF. lessor hereby assigns to Lessee during the Lease Term, $0 long as
no Event of Oefatl~ has oecurrtd hereunder and is continuing. aD manuf3durer's warranties, if any, expressed 01' implied with respect to the Equipment
and Lessor avthorizes l.es$ee to obtain the custome/)' Get'Vioe& fumished in connection with such wan-anties at lessee's eJ<pe1lW. Le$$ee'$ sole
remedy for the breach of any such mamAlcturer's warranty shan be against the manufacturer of the Equipment, and not against Lessor. Lessee
ll'JCpl'eSSIy acknowledges that lessor makes, and has made. no representations or warranties whatsotvlr as to the exi$tence or the availability of such
warranties of the manufacturer of the Equipment
5. RETURN OF EQUIPMENT. Unless Lessee shan have exercised its purchase option as provided in Section 20 hereof, upon the expiration of
earlier termination of this Lease pursuant to the terms herwof, l..esset shaU, at its soIt expense but at lessor's option, return the Equipment to l.e$sor to
any location in the continental United States de$igneted by Lessor,
6. NON.APPROPRIAT/ON OF FUNDS; NON.SUBSTITUTION. Notwilhstanding anything eontained in this Lease to the contra!)'. in the event no
funds or inst.lfflCient funds ate appropriated and budgeted Of al'e othtrwi$e unaVlilable by any means whatsoever in any fiscal period for Lease
Payment$ due under this Leese, Lessee wi" immed'lItely notify lmor or its assignee in writing of such occurrence and this Lease GhaII terminate 0l'I the
last day of the fiscal period for which appropnmns have been received or made without penalty 01' expense to Lessee. ~t 1$ to (i) the portion$ of
Leese P41y~ herein 19reed upon for which funds shall have been appropriated and budgeted or are otherwili8 a~iIable 800 (ii) Lmee'$ other
obIigatiol'l$..-1d Iilbilities I.I1der this Lease relating to, or accruing or arising prior to, sueh tormination. in tho evel'lt of $uch termination. ~mee agrees to
peaoeabIy surrender possession or the Equipment to Lessor or its assignee on the date of such termination in the manner set forUl in Section l> hereof
and Lessor will have alllegll and equiI2ble rights and remedies to 12ke possocsion of the Equipmvnt. Notwithstanding ~ foregoing, Lessee agrees (i)
th$t ~ will not cancel this Lease and this Lease shaU not terminate under the provi$ion$ of this Section if any funds are appropriated to it, 01' by it, for the
acquisition, retention or operation of the Equipment or other eql,lipment t1' services performing functions similar to the functions of the Equipmvnt for the
fiscal period in which such termumon would hive otherwise occurred or for the next succeeding fiscal period. and (ii) that ~ will not during the Lease
T Im'l give priority in the appf'1cation of funds to any other functionaUy similar equipmont or to $eI'Vioe$ performing functions similar to the functions of tho
Equipment Thil section will not be construed so as to permit l.tsste to terminate U'Iis Lease in order to purchase, lease, rent or otheMise aoquire the
use of any other equipment or services perforrmg functions similar to the functions of the Equipment, and, if this Lease termil18te5 pursuant to this
Section. Lessee agrees that durins the *" period immediaWly fQlfowing the fiscal period in which such termination occurs it will not so purchase,
lease, rent or othelwise aoql.liz'e the use of ,ny such other equipment or services.
JUL-23-98 09:13 FROM:A550CIATE5
10:9726523491
PACE 4/8
7. REPRESENTATIONS. COVENANTS ANO WARAANTJES. Lessee tepresents. COYel'lant$ ~nd WiJI11Sl1ts as of the d8te hereof and at
all time& during the Le_ Term 1hat: N Lessee is a state ar a fully eonstituted political $l.I1xIM$ion thereof. or its obligations hereunder
ecnatitute obligations issued on behalf of a $tate 01' a poIitiea1 $ubc/M$ion thefeof, such ti'Iat any internt derive<f under this lease will qualify
forexemption from Federal income taxes w\dtr section 103 of the Internal Revenue Code of 1986. as amended (1he "Code"), and that it will do or cause
to be done aU things neeessary to pmerve and keep in fuJI foree and effect (3) its existence and (b) this Lme; (ii) the execution, deftwry Jnd
petfOl'lTl8nCe by the lessee of this !.me and III documents executed in connection herewith, including, without flmitation, Schedule A heretQ and tne
DerIVeI)' and Acctptance Certificate referred to in Section 3 hereof (the Least together with an sucn documents shaD be eoUeetively referred tD herein as
the "L.. Documents") have been duly authori%ed by all necessary action on the part of the Lessee: (iii) the Leese Documents each constitute a legal,
Vlrld Ind binding obligation of the lessee enforceable in accordance with their I'e'Spective terms; (iv) no add"ttional governmental orders. pennissions,
COI'I1ltnts, approvals or authorizations art requirGd to be obtained and no regis1rations or dtcIatations are required to be filed in connection with 1ht
~ and delivery of the lease Documents; (v) lessee has sufficient appropriations or tither fund, available tD pay all lease Paymenb n other
amounts due henluncIer for ~ current fiscal period; (vi) the use of the Equipment by the lessee is tsStntiaI to and 'M1I be limited to the perfoonanct by
Leesee of 0I'Ie or men ~ fvnetion$ of Lessee consistent with the permis$ible scope of lossee's authority; (vii) l'IO poItion of the Equipment
wiU be used direclly or indirectly in lOy nde or business carried on by any person other than Lessee: and (viii) no pcx1ion of the Equipment will be U$ecl
by an organization describld in section 501 (e) (3) of the Code and (ix) this Lene d0e5 not constitutB an arbitrage obligation within the meaning of
sec1ion 148 of the Code and is not federally guaranteed within the meaning of section 149{b) of lt1e Cod..
Le"" shall dtIivw to Lmor an opinion of Lt$$GG'$ eouncol in form and cubctaneo as SIt forth htrtin or a$ othtrwist aeceptablo to loccor. In the
event that a question arises as to Lessee's qualification as a political subd'rvision. Lmee i91'etS to t'xecute a power of attorney luthorizIng L~ to
makCl application to ttlt lntemal RMf1ut Service for a litter ruling with rtspIc:t to the issue.
e. TITLE TO EOUIPMENT. Upon ~nee of the Equipment by Lessee hereunder, title to the Equipment wiD vest in lessee subject to lessor's
rights under this ltalt; provided, howtver, that (Q in the event of tennination of this lease pursuant to Section S hereof. (ii) upon the occurrence of an
Event of Oefault hereunder, and . long . such Event of Default is continuing. or (iii) in the event that the purchase option has not bean exertised prior
to the Expil'ltion Oate, title will immediately vest in Lessor or its aG$ignee without any action by Le&&ee and lessee shaR immediately &ul'render
possession of It1t Equipment to Lesser or its nsignee in the ITlInneT set forth in Section 5 hereof.
9. USE: REPAIRS, Lessee win 1M the Equipment in a earlful maMer for lt1e use contemplated by the manufacturer of the Equipment lmee shall
comply with all laws. ordinances, insurance policies and regulatiOl'1$ relating to the po$$G$$ion. use. opera~ or maintenanee of the Equipment
Lessee. at its expense, will keep the Equipment in good working order and repair and furnish all perts, mechanisms and devices required 1herefor,
10. ALTERATIONS. Lessee will ntlt make lny alterations, additions or improvements to th. Equipment without Lesm prior writtlln eonsent unltss
such aIteratIOll$, additions or improvements may be readily removed without damage to the Equipment i I
11. LOCA rION; INSPECTION. The Equipment will not be removed from or, if the Equipment consists of rolling stock, its permanent base will not be
changed from the Equipment Location without L8$$Ol"s prior writtlln eonG8nt which wiU not bQ unreasonably withheld. l.eGGor will be entitled tD ent!r
upon the Equipment Location or elsewhere during ~ bu$inm hOUl'i to inspect the Equiptnent or ob6erve it$ U$e i1nd opemon.
12. LIENS AND TAXES. Lessee shall keep the Equipment free and clear of aD levies. liens and eneumbr3nots except those ereated under this
Lease. lessee shall pay, when due. aft charges and taxes (local. state and federal) which may naw or hereafter be imposed upon the ownership,
lea$ing. rental. sale, purchase, possmion Of use of the EqlJipmtl'lt excluding however. aU taxes on or mmured by Leseo($ inool'ne. If Lessee fails to
pay said charges, or taxes when due, Lessor may, but need not pay said charges or taxes and, in such event, lessee shaD reimburse lessor therefor
on demand. with interest at the mmmum rate pennitted by law from ~ date of sueh payment by Lmor to the date of reimbutsement by Leme.
13. RISK OF LOSS; DAMAGE; DESTRUCTION. Lessee 8$$UmK all ri$k of 10$$ of or damage to the Equipment from any cause whatsoever, and
no such loss of or damage to the Equipment nor defect therein nor unfitless or obsoIescenoe thereof shall relieve Lessee of the obligation to make
Lease Payments or to petfoml any other obligation under this Lease. In the event of damage to any item of Equipment. LeSM will imme<fl3tely place
the S3l'n$ in good repeir with the ~ of any insutance reetNtry applied to the ccsr of such repair. If Lessoc' _mines thet any item of Equipm&nt
is 1O$t, mien, des1royed or damaged beyQOd .. L.... at the option of LtsGOr, will either (a) rep/ac>> 1hf S8n1e with tike equipment in good 1'Vpair,
or (b) on the next lease Payment Date, pay lessor: (i) aft amounts lhen owed by Lessee to lessor under lt1is lease, including the lease Payment due
on such dat., and (ii) an amount equal to the applicable Concluding Payment set forth in Schedule A opposite such loact Payment Data. In the Mnt
that L&sGee is obligated to make such payment put'$U8nt to GUbparagraph (b) above with respect to les$1hM aU of the Equipment, Les$Ol' wiD provide
Lmee with 1he pro ram amount of the lease PIyment and 1he Concluding Payment to be made by Lessee with respect to the Equipment which IS
suffered the IVInt of Io&s.
14. PERSONAL PROPERTY. The Equipment is and wiu remain personal property and wUl not be deemed to be affixed or attached to real estate or
any building thereon. If requesttd by Lessor, Le&&8t will, at less8e's expense, furnish a waiver of any interest in the Equipment from any patty having
an int8mt itl al'lY eueh AnlI estate 01' building.
15. INSURANCE. Lessee, win. at itt; expense. maintain at aH times during the Lea$e Term, fife and extended comllge. public liability and property
damage in$lJranQe with reepect to the Equipmet'1t in 5uch emounts, covering such risks. and with such insurer1 as shaD be satisfactory to Lessor, or.
with LtcSOI'" prior writtvn conwnt, may M1f-irmllV 898m any or ,II such riski. In no event will the insurance limits be kK:s than the amount of the
then applicable Concluding PaylTlt'nt with respect to $uch Equipment Each insurance policy Wl11 name lessee as an insured and Lessor 0( its assigns
as an additional insum. IOd wiD contain a clause requiring the insurer to give Lessor or its assigns; at Ioast thirty (30) day$ priOl' written notioe of any
elterJtion in the terms of such porlCY or It1e cancellation thereof. The proceeds of any such policies will be payable to lessee and lessor or its assigns
IS their interests may appear. Upon aeetptanet t1f the Equipmont and upon each insurance renewal date, lessee wiD deliver to Lessor :r certificate
e'Videncing such insurance. In the event that lessee has beel'I permitted to u1f-in$ure. Lnwe win fumish Le5$OI' with a letter or certificate to such
effect In Il. event of any Io&s, damage, injlJl'Y rt accident involving the Equipment. Lessee will promptly provide l~r with writton notieo hnof and
make available to Lessor aU infon'netion and documentrion relating thereto and shall permit Lessor to participate at\d COOperR with ~ in making
any claim for insurance in reepect thereQf.
JUL-23-98 09:14 FROM:ASSOC[ATES
[0:9726523491
PAGE 5/6
16. INDEMNIFICATION. Lessee shaD indemnify Lessor against, and hold Lessor harmlG$$ from, any and all claims. actions proceedings. expenses.
damages 01' liabilities. including a~omeY'$ fee$ and COUl1 costs, arising in conn~ with the Equipment, inQIuding, but not limited to, its selection,
purchase, delivery, installation, possession, use, operation, rejection, or return and the recovery of claims und9l' ~ polieiM!hereon. The
indemnification provided under \hi$ Seetion $hall continue in full force and effect notw~g the 1\111 payment of all obligations under this lease or
the tec'minltion of the Lease T enn for any reason.
17. ASSIGNMENT. Without LeGSOI"s prior written consent. Lessee will not tither (i) 3$$ign. transfe\', pledge. hypothecate, grant any security interest
in or otherwise dispose of this Lease or the Equipment or any interest in this Lease or the Equipment or (ii) sublet or lend the Equipment or permit it to
be used by anyone other than LlISSIt or LesHt's employees. Lessor may assign its rights, tiUt and inttl'lSt in and to the Leaa Ooeumtnt'&, the
Equipment and/or grant or assign a security interest in this Lease and the Equipment, in whole or in pert, and Les$e(l's righ~ will be $I.Ibordinatecl
themo.. My such assignees shall have all of the rights of Lessor under thi's Lme. Subject to the foregoing, this Leae inures to the benefit of and r..
binding upon the ~ and assigns of the parties hereto. LBSS88 covenants and agrees not to assert again$t the assignee any claims or
defem;es by way of llbatement setoff, counterclaim, recoupment or the like which Lmee may have against le5SOl". Upon assignment of lm<<'s
interests herein, Lessor v.iU cause written notice of such assignment to be sent to lessee which will be sufficient if it olScloses the name of the assignee
and address to which fuI1tler payments hereunder should be made. No furthar action will be required by L$$$O(' or by leswe to evidenea The
~. 1M lessee d acknowledge such ~~ in writing if ~o reqU\!$ted. l~see ~a11 retain ,R notices or assignment and mJintain a
book-entry recoro (as referred to in Section 21) which identifies ea<:l1 owner of Lessor's interest in the Lease. Upon Lessee's receipt of written notioe of
Lessor's assisnment of aD or any part of its intemt in theltast, less" agrees to attorn to and rteagnize any such assignee as the owner of Lessor's
interest in this Lease, and lessee shan 1hereafter make such payments, including without limitatiOl1 such Lease Payments, 8S are indiceted in the notice
of assignment. to such assignee.
18. EVENT OF DEFAULT. Thetem1 wEventof Oefwft: at used herein. means the ooeurrenee of anyone or more of the folbwing events: [I) Lessee
fails to rnakl any Lease Payment (or any other payment) as ft becomes due in a~ with the terms of this Lease. and any such failure continues
for ten (10) days after the due date 1heI'eof; (ii) 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 witlin twenty (20) days after written notice thereof by Le6SOr. (iii) the discovery by Le$$OC' that
any !tatement. repment8tion, or warranty made by Lessee in this lease or in any writing ever delivered by Lessee pursuant hereto or in oonnection
herewith was false. misIeIding, or erTOOeOU$ in any material respect (iv) Lessee beoom9s insolvent, or is unabl& to pay its deb!$ as they beecme due,
or makes an assignment for the benefit of credi1xn. applies or consents to the appoirm1ent of a reoeiver'. trustee. CQflSefVaWr or rlqUicJatgr of LV$$ee or
of any of ~ aMet&. or a petition for relief is filed by lessee under any bankruptcy, insolvency, reorganization or similar laws, or a petition in, or a
prOQeeding under, WlY blnkrupWy, in$QIv$nQy, reorganifation or similar laws is flied or ins1itute<I against Lassee and is not di$miSSQd or My Stlyed
within twenty (20) days after the firlllg or institWon thereof: (v) les.we fJiI$ to make any payment when duF.' or raas to perform or observe any coven~.
condition, or agreement to be performed by it under any other Igreement or obligation with Lenor or an afti6ate d Lessor and any appbble grace
p&riod or nofioe with respect thereto shall have elapsed or been given; or {vi} an attachment levy or execution isthreattned or levied upon or against the
Equipment.
j'
19. REMEDIES. Upon 1ht oecurronco of any Evlnt of DI'fauIt, and as long as such Event of Default is continuing, Lessor may, at its option, exercise
'I1ly 0t1f or more of the following remedies: (~ by written notice to Lessee, declare an amount equal to an "mounts then due under the
Lease, and all retTIIining Leese Payments due during fie ti$eeI year of ~ in whicl'l the default OOCUT$ to be immediately due and peyablv,
wher"eupoo the same shall becoo1e immediately due and payable; (ii) by written ~ tp Lessee. request lessee to (and Lnsee agrees that it win), at
L8SS89's expense, promptly ~m the Equipment to Lessor in the m3Mer st't forth in Section 5 hereof, or Lessor. at its option. may enter upon the
pl'tmiws where the Equipment is Ioc8red and take immediate po$$e~ion of and remove the same, (iii) $eR !Jl' 1e'iM the Equipment or subleese ~ for the
account of Lessee, holding L.... fiable for aU Lease Payments and other payments due to the effective date of such selling, leasing or subleasing and
fix" the odfmnce between the purchase pr\ctl, nlntal and o1hef amounts paid by 1he purchaser. lessee or ~ p~ant to $t,Ich $31.. IeaGt or
sublee$e and the amounts otherwise payable by lessee hereunder: end (iv) exercise any other right remedy or privilege which may be available to it
under applicable I1Ws of the sl3te where the Equipment is then located or any other applicable law or proceed by appropriate court action to enforce 1he
terms of this lease rI to recover damagll$ for the breach of this Lease << to rescind thi& Lease as to any or all of ti'le Equipment In ildd'1tion. Lessee will
I'ImIin liable for all coYer1lf1t$ and indemnities under thi$ L~ and fO( .u ~ ~ and othec' wsts and expenses, including court costs. incurred by
Les60l wittl respect to the enforcement of any or the remedies listed above or any other remedy available to ltssor.
I
20. PURCHASE OPTION. Upon thirty (30) days prior written nOtice fi-om Lessee, Illd provided that there is no Evtnt of DlIfauJt. or an event which
with ~Q8 or lapse of time. or both, could become an Event of Default, 1hen existing, LISSIt will have the right 10 purchase 1he Equipment Ol'\ any LhGe
Payment date set fcr1tlln Schedule A hereto by paying to lessor, on such date, the Lease Payment then due together with the Conc:luding Payment
amount set forth In SehtduJe A oppocite slJCh date. Upon cati$fa*" by Lmw ~ such purchase conditions, lessor wiD transfer any and all of its
r~ht. title alld interest in the Equipment to Lessee AS IS, WITHOUT WARRANTY, EXPRESS OR IMPUEO, exoept lmor will warrant that the
Equipment is fret and cItar of arrt Iifns Ct'Nted by Le5$OI'.
21. TAX ASSUMPTION; COVENANTS. The parties a6$Un'Ie that Lessor can exclude from Federal gross income tho Intel't&'t portion of each Leace
Payment set forth in Sc:hedule A undw the tdumn captioned "lnrerest Portion."
lessee covenants that ~ win (i) register this Lease and transfers thereof in accordane8 with S8Ction 149{a) of the Code and the regulltiorrs thereunder,
(ii) timely file a stat.m,fIt wi\h mpeel to t!i, Least in the required form in accordance with section 149(e) of the Code. (Hi) not permit the property
financed by !his lease to be cflfeCtly or indirletJy used for a private business use within the meaning of section 141 of the Code, (iv) not take any action
which~. clireeUy 01' indmtly, in the interest portion of any Lease Payment not being excludable from Fednl gross income pursuant to section 103
of the Code and wiU take any reasonable action necessary to prevent such I'8$I.llt and (v) not take any action which results in this Lease becoming, 8I1d
will take any msonable action to prevent this Lease from becoming (0) an al'bitage obligation within tht meaning of MetiorI148 of the Code or (b)
~Uy guaranteed wIl11In !hi msaning of men 149 of the Code.
Notwithstanding the earlier termination 0( VXpirItion of this lease, the obligations provided for in this Seotion 21 shall survive such earlier tenTlination or
expiration.
,
I
i
JUL-23-98 09,15 FROM,ASSOCIATES
1O,972S523491
PAGE SIS
22. NOTICES. All notices to be given unCfer this Lease shall be made in writing and mailed by certified 1Tl8I1. retum receipt reques1ed. to the other
party at its address set for1h herein or at such address IS tle perty may provide in writing from time to time. My such notice shall be deemed to have
been received five days subsequent to maUing.
23. SECTION HEADINGS. All section he$dil'l9$ ~ h~tein art for the conwnienoe of tef~ only and are not intended to'define Of limit the
soope of illY provision of this Lease.
24. GOVERNING LAW. Thi$l.oase $hall be eonWuId in accordanee with, and govemfld by, the I:a~ of the =to of the Equipment Loeation.
25. DEl~RY OF RELATED DOCUMENTS. lessee will execute (X' provide. as requested by lessor, such other dOC\Jments and information as are
reasonably necessary YAth respect to the transadion contemplated by this Lease.
25. ENTIRE AGREEMENT; WANER. The lease Dcx:urnents constitute the entire agreement between the parties with respect to the
leese of the Equipment. and 1his Leese shall not be moditiecl. amended, altered, or changed except with the wrmen consent of Lessee and Lecsor. MY
provision r;A 1his Lease found to be prohibited by 1m shall be ineffective to the extent of such prohibition without mrldating Ul" remaindeI' tI this LtlSt.
The waiver by ltssor of any breach by Lessee at any term, covenant or condition hereof shaH not operate as a waiver of any subsequent breach thereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of 1he ...liltb day of Aus!Us t 19...2lL
LESSEE: CITY OF PARIS, PARIS, TEXAS
LESSOR: Associates Commercial Corporation
By:
By:
Michael E. Malone
Bryan Eells
Vice President
TIUe: City Manager
Title:
jl
OPINION OF COUNSEL
With rapeet to 1hat certain Equipment lease-Purchase Agreement ("Lease") dated 8-10-98 by and berNeen Le$$Or and Lmee, I am of
the opinion that: (i) Lessee is a tax exempt entity uncler seeton 103 of the Internal Revenue Code of 1986. 8$ amended; (ii) the execution, delivery and
pelfofllr<<ll'wl:' by Lessee of the lease have been duly authorized by aD necessary action on 1he part of lessee; (iii) the I..8ase constitutBs a legal. vaJid
and binding obligation of Lessee enforteable in aeeordanee \'/iltt its terms and aU statements ~8d in the Lease and aU "ted insVumeots are true:
(iv) there are no 5Uib, ~s or investigations pending or, tQ my knowledge, threutened aaa;nst or affucting lessee, at law or in equity, or before
or by any governmental or adminislJalive agency or inRumentaIity which, if adversely determined, would have a material adverse effect on the
transaction cont8mpIa!!d in the lease or the abi6ty ct Lessee to perform its obligations under the Lease and Lessee is not in dtfau~ under any material
obligation for the payment of borrowed money, for the deferred purcha$e price of property or for the payment of any rent under any lease agreement
which ehr ind'rviduaUy or in the aggregate would have the same such effect; and (v) air required public bidding pmeadures rtg2l'ding the award of the
lease have been followed by lessee and no gowrMlllltal orders, pennlsslons, consents, approvals 01' authoritation$ are required to be ~ line!
no regmtions or dtclarationG are required to be fiIecI in ~ with U- txeeution and delivtl'y of the Lease,
:-~
. co t . oster
flUe: City Attorney
Date: AU2Ust 1.0, 1998
JUL-23-98 09,11 FROM,ASSOCIATES 10:9726523491
LEASE/PURCHASE FINANCING PROPOSAL FOR
CITY OF PARIS. TEXAS
PAGE 2/8
PROPOSAL # 29265 Revised
OPTION #1
Payments
Number of Payments
Payment Timing
Payment Amount
Payment Factor
Total Amount Funded
Annual Percentage Rate
In Advance
36
Monthly
$1,708.17
0.030151
$56,653.00
5.72%
"'oi ,.
DOCUMENTATION AND FUNDING MUST BE COMPLETED BY SEPTEMBER 30, 1998
A'AAAAAAA~AAAAALAAtL~AAAkAAAAA*~AA~AA*A'AAE;ClLJIP~~NT [)~SCFtIPTI()N ~~AAAAAAAAAAAAAAAAAAAAAAAIIAA'IA'I"A'IA'.
DESCRIPTION
New 1998 Boss 6541 0-
truck mount on GMC Model
HD..3500
MANUFACTURER
Underground
QTY DELIVERY EQUIPMENT COST
1 08/98 $56,653.00
jl
TOTAL EClUIPMENT COST AFTER DOWNrrRADE: $56,653.00
~A4i4A14AA~&A~..~'."'~l"A4~.A~A~~"'~~~.A"~.A"'..~A..~.&&~...&A".4&l.~.A".4~~A~'4.4A~~A~AAAAA~1~11AAAlA1A!AA!.A1~
The above financing has been arranged by The Associates, for submission to:
the City of Paris, Texas
This proposal is for financing only and is subject to:
I
1. This is a tax-exempt lease/purchase agreement with payments composed of principal and interest
with a $1.00 buyout at the end of the term.. , ~,;
2. Completion of mutually acceptable document~tion.
3. A review of the proposed essential use of the equipment and a final credit approval for the City of
Paris, Texas, prior to funding.
4. No material adverse change In the financial condition of the City of Paris, Texas, prior to funding.
5. Receipt of a copy of the last three years' auditecJ financial statements and the current years
budget for the City of Paris, Texas.
6. No change in any Federal, state or local tax law, regulations, case rulings or other interpretations
by the Internal Revenue Service that would aff~ct adversely any Federal, state or local tax benefit
assumed in determing the above proposal.
7. That the City of Paris, Texas, qualifies as a political subdivision as defined in the Internal
Revenue Code. :
7/23/98 9;07;59 AM
Page 1 of 1
EXHIBITA