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08-A Municipal Lease Agreement for purchase of equipment DRAFT f:attomeylreswork\current\ Municipal Lease Agreement December 5, 2006 RESOLUTION NO. A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS, AUTHORIZING THE EXECUTION OF A MUNICIPAL LEASE AGREEMENT FOR THE PURCHASE OF VARIOUS ITEMS OF EQUIPMENT FOR SEVERAL CITY OF PARIS DEPARTMENTS; MAKING OTHER FINDINGS AND PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN EFFECTIVE DATE. WHEREAS, the City Council of the City of Paris did heretofore, on the 25th day of September, 2006, in Ordinance No. 2006-032, authorize the purchase of various items of equipment to be used in several City of Paris Departments as shown on Exhibit B attached hereto, and, WHEREAS, the form of Municipal Lease Agreement with Liberty National Bank in Paris, Texas for the purchase of said equipment, attached hereto as Exhibit A, should, in all things, be approved, and the City Manager, should be authorized to execute the same; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PARIS, PARIS, TEXAS: Section 1. That the findings set out in the preamble of this resolution are hereby in all things approved. Section 2. That the form of the Municipal Lease Agreement with Liberty National Bank in Paris, Texas, attached hereto as Exhibit A, be, and the same is hereby, approved. Section 3. That the City Manager be, and he is hereby, authorized and directed to execute, on behalf of the City of Paris, the Municipal Lease Agreement with Liberty National Bank financing the purchase of the equipment listed on Exhibit B, attached hereto, upon the terms and conditions and in the form shown in Exhibit A, attached hereto. PASSED AND APPROVED this 11 th day of December, 2006. Richard Manning, Mayor MUNICIPAL LEASE AGREEMENT THIS LEASE made this _ day of ("Lessor"), and ("Lessee"). ,2006, by and between 1. LEASE. Lessor hereby leases to Lessee, and Lessee hereby leases from Lessor all machinery, equipment and other property (collectively the "Equipment" and individually an "Item of Equipment") described in (a) the schedule executed by the parties concurrently herewith and made a part hereof, and (b) any schedule or schedules hereinafter executed by the parties hereto and made a part hereof (collectively the "Schedules" and individually a "Schedule"). 2. TERM, TERMINATION AND NONAPPROPRIATION. (a) The initial term of the Lease with respect to each Item of Equipment shall commence on the date which is set out on the Schedule for that Item of Equipment (the "Commencement Date") and shall terminate on the last day of Lessee's current fiscal year (the "Initial Term"). The Lease term will be automatically renewed at the end of the Initial Term and any subsequent fiscal year for an additional one year period (each, a "Renewal Term"), unless it is terminated as the result of nonappropriation of funds by Lessee, pursuant to Section 2(c) hereof. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Initial Term, except that the rental payments shall be as provided in the Schedule. The Initial Term and the subsequent Renewal Terms set forth in the Schedule for each Item of Equipment constitute the Lease Term (the "Lease Term"). (b) The Lease Term will terminate upon the earliest of any of the following events: (i) The expiration of the Initial Term or any Renewal Term of this Lease and the nonrenewal of this Lease in the event of nonappropriation offunds pursuant to Section 2(c) hereof. (ii) A default by Lessee and Lessor's election to terminate the Lease under Section 19 hereof, or (iii) The payment by Lessee of all rent required to be paid by Lessee hereunder for the Equipment. (c) In the event sufficient funds shall not be appropriated for the payment of the rent required to be paid in the next occurring Renewal Term, and if Lessee has no funds legally available for rent from other sources, then Lessee may terminate this Lease at the end of the then current Initial Term or Renewal Term, and Lessee shall not be obligated to make payment of the rent provided for in the Schedule of this Lease beyond the then current Initial Term or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination of Lease at least 60 days prior to the end of the then current Initial Term or Renewal Term. (d) Lessee intends, subject to the provisions of Section 2(c) hereof, to continue the Lease Term through the Initial Term and all Renewal Terms and to pay the rent during the Initial Term and each of the Renewal Terms, provided that lawful appropriations therefore can be obtained. Lessee further intends to do all things lawfully within its power to obtain and maintain funds from which the rent payments may be made, including making provision for such rent payments to the extent necessary in each fiscal year budget submitted and adopted in accordance with the applicable provisions of state law, to have such portion of the budget approved and to exhaust all available reviews and appeals in event such a portion of the budget is not approved. 3. RENEWAL OPTION. Lessee shall have the option to renew this Lease for a renewal term following the end of the Lease Term as to all Items of Equipment listed on a Schedule, but not less than all of such Equipment, for the term and on conditions acceptable to Lessor. Lessee must give Lessor written notice of its intention to request this option not less than sixty (60) days before expiration of the Lease Term with respect to such Items of Equipment. 4. RENT. (a) The rent for each Item of Equipment shall be that amount designated in the applicable Schedule and shall be payable in ADVANCE in amounts and at the time and place as set forth in the Schedule, or to such other person, or at such other place as Lessor may from time to time designate in writing. (b) Lessor and Lessee understand that and intend that the obligation of the Lessee to pay rent hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general tax revenues, funds or monies of Lessee. (c) Lessee shall pay rent, exclusively from legally available funds, in lawful money of the United States of America to Lessor, or in the event of assignment by Lessor, to its assignee, in the amounts and on the dates set forth in the Schedule hereto. The payment of rent shall be in consideration for Lessee's use of the Equipment during the applicable year in which such payments are due. (d) A portion of each payment of rent is paid as, and represents payment of, interest, and the balance of each payment of rent is paid as, and represents payment of, principal. The applicable Schedule for each Item of Equipment sets forth the interest component and principal component of each payment of rent during the Lease Term. (e) Lessee shall have the right to prepay, in part or in whole, the rent due under the Lease, [here insert prepayment requirements]. 5. NET LEASE; OBLIGATION TO PAY RENT UNCONDITIONAL. This is a net lease. All rent and other sums payable EXHIBIT A. _~__'_._"w._~_ by Lessee shall be paid promptly when due without notice or demand of any character. Lessee's obligation for the payment of rent hereunder is and shall be absolute and unconditional and shall not be subject to any reduction, offset, counter-claim, abatement, suspension, deferment or diminution for any reason whatsoever, including without limitation any destruction or damage to the Equipment, any limitation of or interference with the use or possession of the Equipment or any component thereof (including any such limitation or interference arising out of any defect in Lessor's title to the Equipment), condemnation or requisition of the Equipment or any component thereof, or any other occurrence or circumstance (whether similar or dissimilar to those enumerated) which prevents the Lessee from using, possessing or enjoying the Equipment, any breach by Lessor of the terms and conditions of the Lease shall not abate, alter, suspend, or modify Lessees' independent duty to pay rent and other charges. Lessee waives (a) any and all existing and future claims and offsets against rent or other payments due to Lessor under this Lease, (b) all rights now or hereafter conferred by statute or otherwise to terminate or surrender this Lease or the Equipment or any component of the Equipment, and (c) any abatement, suspension, deferment, diminution or reduction of any rent or other sums payable hereunder on account of any such occurrence. 6. LESSEE'S INSPECTION: CONCLUSIVE PRESUMPTIONS. Lessee shall inspect each Item of Equipment within forty-eight (48) hours after receipt thereof. Unless Lessee within such period of time gives written notice to Lessor specifying any defect in or other proper objection to the Equipment, Lessee agrees that it shall be conclusively presumed, as between Lessor and Lessee, that (a) Lessee has received and has fully inspected the Equipment, (b) Lessee has acknowledged that the Equipment is in good condition and repair, and (c) Lessee is satisfied with and has accepted the Equipment in such good condition and repair and as satisfactory in all respects for the purposes of this Lease. If Lessor so requests Lessee shall furnish Lessor a written statement (1) setting forth the matters stated in clauses "(a)," "(b)," and "(c)," and (2) approving the contract or invoice for such Equipment, and (3) requesting Lessor to pay Vendor the purChase price thereof. 7. USES AND LOCATION. (a) Lessee shall use the Equipment in a careful and proper manner, only in the normal and ordinary course of Lessee's business, and Lessee shall comply with, and shall use the Equipment in accordance with, (1) any and all state, federal, and local laws, rules, regulations, statutes and ordinances applicable to Lessor and/or Lessee relating to the use, possession, operation, licensing, registration, maintenance or inspection of the Equipment, (2) insurance policies in effect with respect to the Equipment, (3) warranties of any and all vendors and manufacturers with respect to the Equipment or any component thereof, and (4) operating instructions furnished by any and all manufacturers, vendors and other suppliers of the Equipment. (b) Lessor shall have the right to inspect the Equipment and observe its use during normal business hours and any other reasonable time and to enter into and upon the premises where the Equipment may be located for such purpose shall maintain possession of each Item of Equipment at, and shall not remove any Item of Equipment from, its location as shown on the Schedule for that Item of Equipment without Lessor's prior written consent. Lessee shall give Lessor immediate notice of any attachment or other judicial process affecting any Item of Equipment and title to such Item, whenever requested by Lessor, shall advise Lessor of the exact location of each Item of Equipment. 8. TITLE AND RETURN. (a) The Equipment is, and at all times shall remain, the sole and exclusive property of Lessor, and the delivery of the Equipment to the Lessee and Lessee's possession thereof shall constitute a bailment. Lessee shall have no right, title or interest therein or thereto except as expressly set forth in this Lease. (b) Upon the expiration of the Lease Term (including, without limitation, the Initial Term and all Renewal Terms) with respect to one or more Items of Equipment, provided that Lessee has fully and faithfully performed all of the terms, conditions and provisions of this Lease (including, without limitation, all Schedules with respect to such Item or Items of Equipment) with respect to such Item or Items of Equipment, and also provided that there has been no Casualty Occurrence (as defined in Section 14 below) to such Item or Items of Equipment and no Event of Default has occurred and is continuing, title to and such Item or Items of Equipment shall automatically transfer from Lessor to Lessee without requirement of further act or deed. Without limiting the generality of the foregoing, title to such Item or Items of Equipment shall NOT transfer from Lessor to Lessee at any time during which any Event of Default, or any act, occurrence or thing which would constitute an Event of Default with the giving of notice and/or the passage of any time or period or opportunity for cure, shall have occurred and be continuing. Any transfer of title under this paragraph shall be WITHOUT WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION THE DESIGN OR THE CONDITION OF THE EQUIPMENT OR ITS MERCHANTIBILlTY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND SHALL BE A TRANSFER "AS IS". LESSOR'S ONLY WARRANTY OF TITLE TO SUCH ITEM OR ITEMS OF EQUIPMENT WILL BE THAT SUCH ITEM OR ITEMS OF EQUIPMENT AS WAS CONVEYED TO LESSOR BY LESSOR'S PREDECESSOR IN TITLE, AND THAT SUCH TITLE IS FREE FROM LIENS AND ENCUMBRANCES THAT AROSE FROM AN ACT OR OMISSION OF LESSOR OTHER THAN A CLAIM OF ANY PERSON OR ENTITY BY WAY OF INFRINGEMENT OR THE LIKE. SUCH TRANSFER OF TITLE WILL BE WITHOUT ANY OTHER WARRANTY BY LESSOR WITH RESPECT TO TITLE TO SUCH EQUIPMENT. The provisions of this paragraph are intended to be a complete exclusion and negation of any express or implied warranty by Lessor with respect to such Item or Items of Equipment, whether arising under the Uniform Commercial Code or any other law now or hereafter in effect, or otherwise, except the limited warranty of Lessor with respect to title to such Item or Items of Equipment as set forth above and only as set forth above. 9. MARKINGS. If at any time during the term hereof, Lessor supplies Lessee with labels, plates or other marking, stating that the Equipment is owned by Lessor, Lessee shall affix such marking to and keep them on a permanent and prominent place on the Equipment. Lessee shall not allow the name of any person, association or corporation to be placed on any Item of Equipment as a designation that might be interpreted as a claim of ownership, provided that Lessee may cause any Item of Equipment to be lettered with Lessee's corporate name and/or corporate symbol, if applicable, as an appropriate and convenient way to identify Lessee's interests, under this Lease. 10. MAINTENANCE AND REPAIRS. Lessee, at its own cost and expense, shall (a) maintain and keep the Equipment and all components thereof in good repair, condition and working order and in good condition as to appearance and mechanical performance, ordinary wear and tear from authorized use excepted, (b) make all reasonable and necessary repairs, (c) purchase replacements for and replace worn or defective components of the Equipment, so as to keep the Equipment in good mechanical and working order, and (d) cause the Equipment and all components thereof to meet the applicable standards of any applicable governmental agency with jurisdiction over Lessor, Lessee or the Equipment whether or not such requirements, by their terms, are normally imposed upon Lessee. Lessee shall pay for any and all replacement parts and components required by this section, and all such replacement parts and components shall be free and clear of all liens and encumbrances. Title to all such replacement parts and components shall immediately pass to Lessor upon installation thereof. 11. ALTERATIONS. Without the prior written consent of Lessor, Lessee shall not make any alterations, additions or improvements to the Equipment, except that Lessee shall make any and all alterations and additions to the Equipment that are required by any governmental authority having relevant jurisdiction, if such alterations or additions are required to comply with health, safety or environmental standards. All additions and improvements of whatsoever kind or nature made to the Equipment shall belong to and become the property of Lessor upon the expiration, or earlier termination of this Lease. 12. NO WARRANTIES BY LESSOR. LESSEE HAS SELECTED BOTH (A) THE EQUIPMENT AND (B) THE PERSON OR ENTITY FROM WHOM LESSOR IS TO ACQUIRE THE EQUIPMENT OR THE RIGHT TO POSSESSION AND USE OF THE EQUIPMENT (THE "VENDOR"). LESSOR MAKES NO WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE DESIGN OR THE CONDITION OF THE EQUIPMENT OR ITS MERCHANTABILITY OR ITS FITNESS FOR ANY PARTICULAR PURPOSE, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT "AS-IS". LESSOR HAS ONLY THE TITLE TO THE EQUIPMENT THAT WAS CONVEYED TO LESSOR BY LESSOR'S PREDECESSOR IN TITLE, AND THAT TITLE IS FREE FROM LIENS AND ENCUMBRANCES THAT AROSE FROM AN ACT OR OMISSION OF LESSOR OTHER THAN A CLAIM OF ANY PERSON OR ENTITY BY WAY OF INFRINGEMENT OR THE LIKE. LESSOR MAKES NO OTHER WARRANTY WITH RESPECT TO TITLE TO THE EQUIPMENT. IF ANY ITEM OF EQUIPMENT IS NOT PROPERLY INSTALLED, DOES NOT OPERATE AS REPRESENTED OR WARRANTED BY THE VENDOR AND/OR THE MANUFACTURER, OR IS UNSATISFACTORY FOR ANY REASON, LESSEE SHALL MAKE ANY CLAIM ON ACCOUNT THEREOF SOLELY AGAINST SUCH VENDOR AND/OR MANUFACTURER AND SHALL, NEVERTHELESS, PAY LESSOR ALL RENTS PAYABLE UNDER THIS LEASE. LESSOR HEREBY AGREES TO ASSIGN TO LESSEE, SOLELY FOR THE PURPOSE OF MAKING AND PROSECUTING ANY SUCH CLAIM, ALL OF THE RIGHTS WHICH LESSOR HAS AGAINST SUCH VENDOR AND/OR THE MANUFACTURER FOR BREACH OF WARRANTY OR OTHER REPRESENTATION REPRESENTING THE EQUIPMENT. LESSEE'S OBLIGATION TO PAY RENTALS UNDER THIS LEASE IS IRREVOCABLE, ABSOLUTE, UNCONDITIONAL, AND INDEPENDENT OF LESSOR'S OBLIGATIONS UNDER THIS LEASE, AND SHALL NOT BE SUBJECT TO ANY REDUCTION, OFFSET OR COUNTERCLAIM. LESSOR SHALL NOT BE LIABLE FOR ANY DIRECT OR CONSEQUENTIAL DAMAGES INCURRED BY LESSEE AS A RESULT OF ANY BREACH OF WARRANTY OR REPRESENTATION WITH RESPECT TO THE EQUIPMENT AND LESSOR SHALL NOT BE LIABLE TO LESSEE FOR LOSS OF USE OF THE EQUIPMENT, OR FOR ANY INTERRUPTION IN LESSEE'S BUSINESS OCCASIONED BY LESSEE'S INABILITY TO USE THE EQUIPMENT, FOR ANY REASON WHATSOEVER. THE PROVISIONS OF THIS PARAGRAPH ARE INTENDED TO BE A COMPLETE EXCLUSION AND NEGATION OF ANY EXPRESS OR IMPLIED WARRANTIES BY LESSOR WITH RESPECT TO THE EQUIPMENT, WHETHER ARISING UNDER THE UNIFORM COMMERCIAL CODE OR UNDER ANY OTHER LAW NOW OR HEREAFTER IN EFFECT, OR OTHERWISE EXCEPT THE LIMITED WARRANTY OF THE LESSOR WITH RESPECT TO THE TITLE TO THE EQUIPMENT, SET FORTH ABOVE. 13. INSURANCE. Lessee shall provide, maintain and pay (a) insurance against the loss or theft of or damage to the Equipment, for the amount of the Casualty Payment from time to time, naming Lessor as a loss-payee or mortgagee, and (b) public liability and property damage insurance, naming Lessor as an additional insured. All such insurance shall be in form and amount and with companies satisfactory to Lessor. Lessee shall deliver the poliCies of insurance or duplicates thereof or a certificate of insurance to Lessor. All insurance which Lessee is required by this Lease to maintain shall provide that any loss thereunder shall be payable notwithstanding any action, inaction, breach of warranty or condition, breach of declarations, misrepresentation or negligence of Lessee, its employees or agents. Each such policy shall contain an agreement by the insurer that, notwithstanding lapse of any policy for any reason, or right of cancellation by the insurer or any cancellation by Lessee, such policy shall continue in full force for the benefit of Lessor, for at least thirty (30) days after written notice thereof to Lessor, and no alteration in any such policy shall be made except upon thirty (30) days written notice of such proposed alteration to Lessor and written approval by Lessor. If Lessee fails to acquire any policy of insurance required to be maintained pursuant to this paragraph, or fails to renew or replace any such policy at least twenty (20) days prior to the expiration thereof, or fails to keep any such policy in full force and effect, Lessor shall have the option (but not the obligation) to pay the premiums on any such policy of insurance or to take out new insurance in an amount, type, coverage and terms satisfactory to Lessor. Any amounts paid therefor by Lessor shall be immediately due and payable to Lessor by Lessee upon demand by Lessor. No exercise by Lessor of such options shall in any way affect the provisions of this Lease, including, but not limited to, the provision that failure by Lessee to maintain the prescribed insurance shall constitute an Event of Default (as that term is defined in Section 19 below). Lessee hereby assigns to Lessor all sums which become payable under any insurance covering the Equipment, directs and insurer to pay all such proceeds to Lessor, and authorizes the Lessor to act as Lessee's attorney-in-fact to make claim for, receive payment of and execute and endorse all documents, checks or drafts for, loss or damage under any such insurance policy. The proceeds of such insurance, at the option of the Lessor, shall be applied (a) toward the replacement, restoration or repair of the Equipment or (b) toward payment of the obligations of Lessee hereunder. 14. CASUALTY. For the purposes of this Lease, "Casualty Occurrence" shall mean any of the following events: (a) The Equipment or any Item of Equipment no longer operates in the manner and for the purposes originally contemplated, for any reason, and it is not made to so operate by repairs or installation of replacement parts in accordance with paragraph 10 of this Lease within 60 days from the time it ceased to operate. (b) Any Item of Equipment is requisitioned, condemned or taken over by any governmental authority under the power of eminent domain or otherwise for a definite period which exceeds the then remaining Lease Term, or for any indefinite period of time. (c) Any Item of Equipment suffers damage which, in the good faith judgement of the Lessor would require the expenditure of an amount equal to or greater than fifty percent of Lessor's cost of that Item of Equipment (as shown on the Schedule for that Item) to repair or restore it to its condition and operating capacity immediately prior to suffering such damage. (d) Any Item of Equipment is lost, stolen or commandeered. 15. CASUALTY PAYMENT. If any Item of Equipment shall suffer a Casualty Occurrence, Lessee shall promptly and fully inform Lessor with respect thereto. Lessee shall pay to Lessor, on the first date that any installment of rent for that Item becomes due after the giving of such notice, an amount (a "Casualty Payment") equal to the sum of (a) the Stipulated Loss Value (defined below) calculated as provided in this Section 15, for that Item of Equipment, computed as of the date the Casualty Payment is due, plus (b) all installments of rent then due in connection with that Item as of the date of such Casualty Payment, plus (c) any and all of the other payments due to Lessor under this Lease as of the date of such Casualty Payment with respect to that Item. Upon tender of the Casualty Payment, this Lease shall terminate with respect to the Item of Equipment for which the Casualty Payment was made, and Lessee and/or Lessee's insurer shall become entitled to such Item of Equipment, for salvage purposes, in such Item's then condition and location, AS-IS-WHERE-IS, WITHOUT ANY WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY OTHER WARRANTY, EXPRESS OR IMPLIED. For purposes of this Section 15, "Stipulated Loss Value" shall be determined through the following three steps: First step -- the "Affected Equipment Percentage" shall be determined by dividinQ (1) the total cost to the Lessor to acquire the Equipment suffering the Casualty Occurrence !2Y (2) the Lessor's Cost of all Equipment. Second step -- the "Unrecovered Investment" shall be determined by adding the Lessor's assumed residual value for all of the Equipment plus the principal remaining for all of the Equipment as shown on the applicable Schedule. Third step -- the "Stipulated Loss Value" shall be the amount determined by multiplying the Affected Equipment Percentage times the Lessor's Unrecovered Investment, and then adding to that amount any and all taxes arising out of or in connection with the Casualty Occurrence and/or the transfer of the Item of Equipment for salvage purposes. LESSOR'S DETERMINATION OF THE STIPULATED LOSS VALUE AND THE RESULTING CASUALTY PAYMENT SHALL BE BINDING AND CONCLUSIVE UPON LESSEE. 16. TAXES AND GENERAL COVENANTS. (a) This Lease is a lease to a governmental agency pursuant to sections of Texas Local Government Code" and, as such, the Equipment is currently exempt from all taxation by the Commonwealth and any of its political subdivisions. (b) To the extent required by law, Lessee shall prepare and file all personal property tax returns and shall pay when due any and all sales, use, property and excise taxes, license and registration fees, ad valorem taxes and assessments, charges and other duties of any nature whatsoever (except for taxes based on Lessor's net income), however designated, now or hereafter imposed by any governmental entity, whether based upon the rent or the Equipment or the purchase, delivery, ownership, leasing, use, possession or return thereof. If Lessee shall fail to pay any such taxes, fees, assessments, charges or other duties when due, Lessor may, but is not obligated to, pay such amounts. Lessee shall promptly reimburse Lessor for any and all such amounts paid by Lessor, and the failure of Lessee to reimburse Lessor promptly shall constitute an Event of Default hereunder. (c) Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances. (d) Within fifteen (15) days of availability, and in any event within one hundred twenty (120) days after the end of each fiscal year, Lessee shall furnish to Lessor a balance sheet of Lessee and the related statement of operations, changes in financial position and profit and loss, showing sources and uses of income for such fiscal year, all in reasonable detail and stating in comparative form the figures as of the end of the fiscal year and for the previous corresponding period. If requested by Lessor, such financial statements shall be audited, or certified by an independent certified public accountant satisfactory to Lessor, accompanied by an opinion (in form and substance satisfactory to Lessor) of such public accountant, and must be signed by an appropriately authorized official of Lessee. 17. REPRESENTATIONS AND WARRANTIES OF THE LESSEE. The Lessee represents and warrants as follows: (a) Lessee is a public body, corporate and politic, duly organized and existing under the constitution and the laws of the State of Texas (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body corporate and politic. (c) Lessee is authorized under the constitution and laws of the State of Texas to enter into this Lease and the transactions contemplated hereby, and to perform all of its obligations hereunder. (d) Lessee has been duly authorized to execute and deliver this Lease under the terms and provisions of the resolution of its governing body, by appropriate official approval, and further represents, covenants and warrants that all requirements have been met and procedures have occurred in order to insure the enforceability of this Lease, and Lessee has complied with such public bidding requirements as may be applicable to this Lease and the acquisition by Lessee of the equipment hereunder. Lessee shall cause to be executed and delivered to Lessor the Incumbency Certificate, substantially in the form attached hereto as Exhibit A, and an opinion of counsel substantially in the form attached hereto as Exhibit B. (e) During the term of this Lease, the Equipment will be used by Lessee only for the purpose of performing one or more governmental or proprietary functions of the Lessee consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the Lessee. (f) The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the Initial Term and all Renewal Terms. (g) The Lease has been duly authorized, executed and delivered by the Lessee and is a legal, valid and binding obligation of the Lessee, enforceable against the Lessee in accordance with its terms. (h) The Lessee's execution and delivery of this Lease and the performance of its obligations hereunder will not be inconsistent with the Lessee's enabling legislation, do not and will not contravene any law, governmental rule or regulation, judgment or order applicable to the Lessee, and do not and will not contravene any provisions of, or constitute a default under, any indenture, mortgage, contract or other instrument to which the Lessee is a party or by which it is bound. (i) Neither the consent of or approval of, nor the giving of notice to, registration with or taking of any action with respect of or by, any federal, state or local governmental agency or instrumentalities required with respect to the Lessee's execution, delivery and performance of this Lease. 0) Lessee shall execute and deliver to Lessor, if applicable, the rider for $10,000,000 Small Issuer, substantially in the form attached hereto as Exhibit C. (k) Lessee shall cause the Form 8038G to be timely filed with the Internal Revenue Service. An example of Form 8038G, and the instructions therefor, are attached hereto as Exhibit E. (I) Lessee shall execute and deliver to Lessor the Acceptance Certificate, substantially in the form attached hereto as Exhibit F, for all Items of Equipment subject to the Lease. Exhibit G. (n) Lessee shall execute and deliver to Lessor a completed UCC-1, substantially in the form attached hereto as 18. EVENT OF DEFAULT. The occurrence of any of the following events (each of them, an "Event of Default") shall constitute a default under this Lease: (a) Failure of Lessee to pay any installment of rent or any other sum required by this Lease to be paid by Lessee within ten (10) consecutive calendar days after such payment first became due and Lessor is not required to give notice of default for its failure to receive rent. (b) Failure of Lessee to observe, perform or comply with any term, obligation, covenant or condition contained in this Lease or any Schedule (other than an obligation referred to in subparagraph (a) above) and the expiration of the applicable cure period, if any, with respect to that failure. (c) Any attempted sale or encumbrance or any unpermitted sublease by Lessee of the Equipment or any Item of Equipment, or any unpermitted assignment by Lessee of this Lease. (d) The Equipment or any Item of Equipment shall become an accession of goods not subject to this Lease. (e) Failure of Lessee to contest a levy, seizure, attachment, lien or encumbrance known to Lessee and asserted against the Equipment or any Item of Equipment. (f) Failure to maintain any insurance required under Section 13 of this Lease. (g) Lessee ceases to do business as a going concern. (h) Lessee shall (i) be generally not paying its debts as they become due, (ii) admit Lessee's inability to pay Lessee's debts generally as they become due, (iii) be insolvent, either in that Lessee's liabilities exceed Lessee's assets or in that Lessee is unable to pay Lessee's debts as they become due, (iv) make a general assignment for the benefit of creditors, (v) file a petition in bankruptcy, or admit (by answer, default or otherwise) the material allegations of any petition in bankruptcy filed against it under the federal bankruptcy Laws (as in effect on the date of this Lease or as they may be amended from time to time), or under any other law for the relief of debtors or for the discharge, arrangement or compromise of debtors' debts, or (vi) consent to the appointment of a receiver, liquidator, assignee, custodian, trustee, sequester or other official with similar powers over Lessee or a substantial part of its assets. (i) the dissolution, liquidation and/or termination of the Lessee. (j) A petition shall be filed against Lessee in proceedings under the federal bankruptcy laws (as in effect at the date of the Lease, or as they be amended from time to time), or under any other laws for the relief of debtors or for the discharge, arrangement or compromise of debtors' debts, or any order shall be rendered by any court of competent jurisdiction appointing a receiver, trustee, or liquidator of Lessee or of all or part of Lessee's assets, and such petition or order is not dismissed or stayed as to Lessor within sixty (60) consecutive calendar days after entry thereof. (k) Lessee's wrongful rejection or revocation of acceptance of the Equipment or any Item thereof. (I) Lessee's repudiation of any term or provision of this Lease. (m) Any Equipment should become the subject matter of litigation which, in Lessor's opinion, might result in substantial impairment or loss of Lessor's rights under this Lease or with respect to such Equipment. (n) Any other default provided by law. The foregoing provisions of this Section 18 are subject to the provisions of Section 2 (c) hereof, with respect to nonappropriation. 19. REMEDIES. (a) Whenever any Event of Default referred to in Section 19 hereof shall have happened and be continuing, Lessee agrees to return the Equipment to Lessor and Lessor shall have the right and sole option without any further demand or notice, to take either one or more of the following remedial steps: (1) Declare the entire amount of all rent under the Lease (including, by way of illustration and not by way of limitation, installments of rent which would otherwise become due after the Event of Default) and any and all other amounts set forth in any Schedule hereto, if any, remaining to be paid or coming due within the Initial Term of the then-current Renewal Term to be due and payable immediately. (2) Terminate this Lease as to any or all Items of Equipment, whereupon all rights of Lessee to the use of that Equipment shall absolutely cease and terminate, but Lessee shall remain liable for all of Lessee's obligations remaining to be paid or coming due within the Initial Term or the then-current Renewal Term. Any such termination shall occur only by written notice by Lessor to Lessee. Any such termination shall not impair Lessor's right to exercise the other remedies set out herein. (3) Take possession of the Equipment immediately and wherever found, and for this purpose Lessee consents to Lessor's entry upon any premises of Lessee without any liability for such entry. (4) Require Lessee, at Lessee's own expense, promptly to assemble any or all of the Equipment and deliver such Equipment to Lessor in accordance with this Lease. (5) Sell the Equipment or any portion or Item thereof, with or without taking possession of it, at public auction or private sale, at such time and upon such terms as Lessor may determine, free and clear of any and all rights of Lessee, without any requirement that Lessor give any notice of such sale and/or act in a commercially reasonable manner. (6) Lease the Equipment or any portion or Item thereof, with or without taking possession of it, for such periOd and rental, to such persons or entities, and upon such other terms and conditions, as Lessor may elect, without any requirement that Lessor give any notice of such lease and/or act in a commercially reasonable manner in Lessor's sole discretion. (7) Recover from Lessee any and all expenses paid or incurred by or on behalf of Lessor in the pursuit and enforcement of Lessor's rights under this Lease, including, without limitation, Lessor's attorney's fees, legal expenses, Lessor's own administrative costs and any other costs incurred in connection with the repossession, holding, repair and subsequent sale, lease or other disposition of the Equipment, or any portion or Item thereof. (8) Proceed by appropriate action to enforce the Lessee's obligations under this Lease and to recover damages for Lessee's breach of this Lease, including, without limitation, any and all losses and damages that Lessor may have suffered or may suffer as a result of the Event of Default, provided that losses and damages for lost rent shall not exceed the amount of rent due for the Initial Term or the then-current Renewal Term in which the Event of Default occurs. (9) Withhold delivery of any Equipment not already delivered to Lessee. (10) Stop delivery to Lessee of any Equipment held by any bailee. (11) Pursue any other remedy at law or in equity. 20. SECURITY. Lessee has deposited with Lessor the "Deposit" set forth in the Schedule as security for its payment of rent and of the other amounts due hereunder, and performance of its other obligations under this Lease (if an amount is filled in the schedule under "Deposit"). Lessor may, but shall not be obligated to, apply such deposit (or any part thereof) to cure any Event of Default of Lessee hereunder, in which event Lessee shall promptly restore the deposit to the full amount originally deposited. The remaining balance of the deposit shall be returned to Lessee upon the termination hereof or the period set forth in any Schedule hereto, if no Event of Default has occurred. 21. LESSOR'S EXPENSES. Lessee shall pay Lessor all costs and expenses, including, but not limited to, attorney's fees and court costs, incurred by Lessor in exercising any of its rights or remedies hereunder or enforcing any of the terms, conditions, or provisions hereof. 22. ASSIGNMENT. (a) WITHOUT LESSOR'S PRIOR WRITTEN CONSENT, LESSEE SHALL NOT (1) ASSIGN, TRANSFER, PLEDGE OR HYPOTHECATE THIS LEASE, THE EQUIPMENT OR ANY ITEMS THEREOF, OR ANY INTEREST THEREIN, OR (2) SUBLET OR LEND THE EQUIPMENT OR ANY ITEMS THEREOF, OR PERMIT THE EQUIPMENT OR ANY ITEMS THEREOF TO BE USED BY ANYONE OTHER THAN LESSEE OR LESSEE'S EMPLOYEES. Consent to anyone of the foregoing acts applies only in the given instance and is not a consent to any subsequent like acts by Lessee or any other person or entity. (b) If Lessor enters upon Lessee's premises to remove any of the Equipment, Lessee expressly waives any right Lessee may have against Lessor for trespass or for any damage which may be occasioned by Lessor's removal of any of the Equipment from Lessee's premises, and shall hold Lessor harmless against any other party's claim of damage. (c) Lessee's interest herein may not be assigned or transferred by operation of law. (d) Lessor may assign this Lease or mortgage the Equipment or both in whole or in part, without notice to Lessee. If Lessee is given notice of such assignment, Lessee shall (if Lessor requests) acknowledge receipt thereof in writing. Each such assignee or mortgagee shall have all of the rights, BUT NONE OF THE OBLIGATIONS, of Lessor under this Lease. Lessee shall not assert against any assignee and/or mortgages any defense, counterclaim or offset that the Lessee may have against Lessor. Lessee agrees that it shall not assert against an assignee and/or mortgagee any defense, counterclaim or offset that Lessee may have against Lessor. Lessee agrees and understands that the waiver of defenses provision contained in the preceding sentence imposes upon Lessee all the risks that might be associated with any failure by Lessor to perform all obligations that it might have under this Lease, and obligates Lessee to pay to the assignee all rent and other sums due under this Lease irrevocably, absolutely, unconditionally and in all events, despite any occurrence which might cause this Lease to be terminated (either as a matter of law or otherwise) or prevent Lessee from enjoying the use of any item of Equipment or all of the Equipment, or reduce its value or utility to Lessee. Notwithstanding any such assignments, Lessor agrees the Lessee may quietly enjoy use of the Equipment subject to, and so long as Lessee complies with, all of the terms and conditions of this Lease. Subject to the foregoing, this lease inures to the benefit of and is binding upon the heirs legatees, personal representatives, successors and assigns of the parties hereto. 23. PERSONAL PROPERTY. The Equipment is, and at all times shall be and remain, personal property notwithstanding that the Equipment or any Item thereof may now be, or hereafter become, in any manner affixed or attached to, or imbedded in, or permanently resting upon, real property or any improvement thereon, or attached in any manner to what is permanent as by means of cement, plaster, nails, bolts, screws or otherwise and not withstanding the provisions of any lease, mortgage or other instrument affecting any such real property. At Lessee's sole cost and expense, Lessee shall take all actions that may be necessary or desirable to cause the Equipment and each component thereof to retain its character as personal property. 24. LATE CHARGES. If Lessor fails to receive any installment of rent or any other sum to be paid by Lessee to Lessor within ten (10) days after the due date thereof, Lessee shall pay Lessor a late charge equal to (a) 5% of such installment as service charge, and (b) interest on such unpaid installment or other amount at an annual rate equal to the lesser of 17% per annum or the maximum contract rate fixed by law, computed from the date the installment first came due until it is paid in full. It is Lessee's obligation under this Lease to ensure delivery to Lessor of all payments, rent, and otherwise, due hereunder. 25. NON-WAIVER. No covenant or condition of this Lease can be waived except by the written consent of Lessor. Forbearance or indulgence by Lessor in any regard whatsoever, shall not constitute a waiver of the covenant or condition to be performed by Lessee to which such forbearance or indulgences may apply, and until complete performance by Lessee of such covenant or condition, Lessor shall be entitled to invoke any remedy available to Lessor under this Lease or by law or in equity despite said forbearance or indulgence. 26. ENTIRE AGREEMENT. This instrument, the Schedules and any annexes or supplements hereto which refer to this Lease and state that they become part hereof constitute the complete and exclusive statement of Lessor's and Lessee's agreement concerning the subject matter hereof, and shall not be amended, altered or changed except by written agreement signed by the parties. 27. NOTICES. Services of all notices under this Lease shall be sufficient if given personally or mailed to the party involved at its respective address set forth at the foot hereof, or at such address as such party may provide in writing from time to time. Any such notice mailed to such address shall be effective only when deposited in the United States mail, duly addressed and with first- class postage prepaid in a manner which provides evidence of receipt (e.g. certified mail with return receipt, fax with transmission report, hand delivery with signed receipt.) 28. GENDER; NUMBER. Whenever the context of this Lease requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural; and whenever the word "Lessor" is used herein, it shall include all assignees of Lessor. If there is more than one Lessee named in this lease, the liability of each shall be joint and several. 29. TITLES. The titles to the paragraphs of this Lease are solely for the convenience of the parties, and are not an aid in the interpretation of the instrument. 30. TIME. Time is of the essence of this Lease and each and all of its provisions. 31. GOVERNING LAW. The validity, construction and performance of this Lease shall be governed by the laws (including, without limitation, the conflict of the laws rules) of the State of Texas. 32. CONSENT TO JURISDICTION. lessee acknowledges that lessor's principal place of business is in Lucas County, Ohio. lessee hereby consents and agrees that the lamar County, Texas, Districtt Court shall have jurisdiction over any legal action with respect to this Lease, any and all Schedules, Annexes, if any, the Equipment and any and all disputes with respect thereto. Lessee agrees that Lessee shall not file any action, or initiate any proceeding, in any other state, federal or other court of law or equity with respect to those matters; and if Lessee should file such claim or initiate such proceeding in violation of Lessee's agreement in this Section, Lessee agrees that Lessor may cause that action or proceeding to be dismissed. 33. INCORPORATION BY REFERENCE. All Schedules, annexes or other attachments to this Lease are incorporated into this Lease as if set out in full at the first place in this Lease that references is made thereto. 34. FURTHER ASSURANCES. At Lessor's request, from time to time, Lessee shall sign financing assignments or other documents or instruments necessary to make public filings reflecting Lessor's ownership of and interest in the Equipment, and Lessee authorizes Lessor to make any such filings that Lessor may deem appropriate. Such filings and this provision are precautionary only and do not evidence any intention that this Lease create a security interest. In addition to the foregoing, Lessee shall provide to Lessor any confirmation and/or reaffirmation of the representations and warranties contained in this Lease from any legal counselor certified public accountant acceptable to Lessor as Lessor may require. 35. DOCUMENTATION FEE. Lessee agrees to pay Lessor $50.00 to offset Lessor's lease documentation processing costs at the time of the execution of this Lease. 36. ACKNOWLEDGMENT. Lessee acknowledges that it has received a copy of this Lease and all Schedules and Annexes thereto, as fully executed by the parties thereto. Lessee acknowledges that it (a) has READ THIS LEASE, SCHEDULES AND ANNEXES OR HAS CAUSED SUCH DOCUMENTS TO BE EXAMINED BY LESSEE'S REPRESENTATIVES OR ADVISORS; (b) is thoroughly familiar with the transactions contemplated in this Lease, Schedules and Annexes; and (c) together with Lessee's representatives or advisors, if any, has had the opportunity to ask such questions to representatives of Lessor, and receive answers thereto, concerning the terms and conditions of the transactions contemplated in this Lease, Schedules and Annexes as Lessee deems necessary in connection with Lessee's decision to enter into this Lease. IN WITNESS WHEREOF, the parties hereto have executed these presents the day and year first written above. LESSOR: LESSEE: By: By: Title: Title: Address: Address: 9 SCHEDULE DESCRIPTION OF EQUIPMENT AND SCHEDULE OF RENT PAYMENTS 1. The Equipment which is the subject of the attached Municipal Lease Agreement is as follows: together with all additions, accessions and replacements thereto. 2. The Commencement Date of the Lease with respect to the Equipment is: Initial Term of the Lease ends on ,20_. The last Renewal Term of the Lease ends on . The '-' Lessee hereby certifies that the description of the personal property set forth above constitutes an accurate description of the "Equipment", as defined in the attached Municipal Lease Agreement. LESSEE: By Title Date: LOCATION OF THE EQUIPMENT: 11 EXHIBIT A INCUMBENCY CERTIFICATE I do hereby certify that I am the duly elected or appointed and acting of , a political subdivision duly organized and existing under the laws of the State of Ohio, that I have custody of the records of such entity, and that, as of the date hereof. the individuals named below are the duly elected or appointed officers of such entity holding the offices set forth opposite their respective names. I further certify that (i) the signatures set opposite their respective name 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 Municipal Lease Agreement dated .200_. between such entity and NAME TITLE SIGNATURE IN WITNESS WHEREOF, I have duly executed this certificate and affixed and seal of such entity hereto this .199_" day of Signature: Name Printed: Title: 12 EXHIBIT B FORM OF LESSEE'S COUNSEL OPINION (To be copied or typed on Counsel's Letterhead) Gentlemen: As counsel for ("Lessee"), we have examined a duly executed original of the Municipal Lease Agreement dated as of , 200_ (the "Agreement"), between Lessee and ("Lessor") and the proceedings taken by Lessee to authorize and execute the Agreement. Based upon such examination of law and fact as we have deemed necessary or appropriate for purposes of the opinions set forth below, we are of the opinion that: 1. Lessee is a qualified amended (the "Code"). , within the meaning of the Internal Revenue Code of 1986, as 2. The interest component of the rental payments as set forth in the Schedule of Payments executed pursuant to the Agreement is exempt from Federal income tax under Section 103 of the Code, and from income and ad valorem taxes of the State of Texas. 3. The Agreement has been duly authorized, executed and delivered by Lessee pursuant to all necessary constitutional, statutory and governing body approvals. 4. The Agreement is a legal, valid and binding obligation of Lessee, enforceable against Lessee in accordance with its terms. 5. Any applicable public bidding requirements have been met. 6. All requirements of Texas law, including all counties, municipalities, villages, political subdivisions, ect. Thereof with respect to this Lease have been complied with respect to the Lease. 7. There are no pending actions or proceedings to which Lessee is a party, and there are no other pending or threatened actions or proceedings of which Lessee has knowledge, before any public body, court, arbitrator or administrative agency, which either individually or in the aggregate, would materially adversely affect the transaction contemplated by the Agreement or the ability of Lessee to perform its obligations under the Agreement, or question the validity of the Approval. Further, Lessee is not in default under any material obligation for the payment of borrowed money, for the deferred purchase price of property or for the payment of any rent under any lease agreement which, either individually or in the aggregate, would have the same such effect. 8. The Equipment leased pursuant to the Agreement constitutes personal property and when subjected to use by Lessee will not be or become fixtures under applicable law. 9. The Lease has been designated by the Lessee as a "qualified tax-exempt obligation" under Section 265(b)(3)(B) of the Code. This opinion is for the sole benefit of, and may be relied upon only by, you and any permitted assignee or subassignee of Lessor under the Agreement. Sincerely yours, 13 EXHIBIT C RIDER NO. 1 ($10,000,000 Small Issuer) Attached to and made a part of that certain Municipal Lease Agreement (the "Agreement") dated as of ,199_ by and between , as Lessor and , as Lessee ("Lessee"). 1. Lessee has not issued, and reasonably anticipates that it and its subordinate entities will not issue, tax exempt obligations (including the Agreement) in the amount of more than $10,000,000 during the current calendar year; that it has designated the Agreement as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended ("Code"); and agrees that it and its subordinate entities will not designate more than $10,000,000 of their obligations as "qualified tax-exempt" during the current calendar year. 2. The parties assume and intend that the Agreement will qualify as a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3)(B) of the Code. In the event that Lessor either (i) receives notice from the Internal Revenue Service; or (ii) reasonably determines, based on an opinion of independent tax counsel selected by Lessor and approved by Lessee, which approval Lessee shall not reasonably withhold, that the otherwise applicable exception set forth in Section 265(b)(3) of the Code is not available, then Lessee shall pay to Lessor within thirty (30) days after receiving notice from Lessor of such event, the amount which with respect to rental payments previously paid, will restore the after-tax yield on the transaction evidenced by the Agreement to that which it would have been had such exception been available, and pay as an additional rent on succeeding rent payment due dates such amount as will maintain such after-tax yield. 3. The obligations of Lessee hereinunder which accrue during the term of the Agreement shall survive termination of the Agreement. 4. The parties agree that this Rider is an integral part of the Agreement. LESSEE: LESSOR: By: By: Title: Title: 15 EXHIBIT F ACCEPTANCE CERTIFICATE No.1 (Non-Escrow Funded) THIS ACCEPTANCE CERTIFICATE is issued pursuant to the certain Equipment Lease/Purchase Agreement dated , 199_ (the "Agreement") between ("Lessor") and the below-identified Lessee ("Lessee"). All terms not defined herein shall have their meanings described in the Agreement. 1. The undersigned, as Lessee under the Agreement, acknowledges delivery, installation receipt in good condition and fully in compliance with the Agreement, and hereby accepts, all of the Equipment described on the attached Description of Equipment this day of ,19_. 2. A present need exists for the Equipment which need is not temporary or expected to diminish in the near future. The Equipment is essential to and will be used by Lessee only for the purpose of performing one or more governmental functions of Lessee consistent with the permissible scope of Lessee's authority. 3. Lessee confirms that it will make all Rental Payments set forth on the Schedule of Payments attached hereto as required by and in accordance with Section 4 of the Agreement. 4. Lessee confirms that sufficient funds have been or will be appropriated to make all payments of rent due in subsequent years, subject to the provisions of Section 2(c) of the Agreement. 5. The Equipment is covered by insurance in the types and amounts required by the Agreement and is located at the location set forth in the attached description of Equipment. 6. No event of default, as such term is defined in the Agreement, and no event which with the giving of notice of lapse of time, or both, would become an event of default, has occurred and is continuing on the date hereof. 7. Lessee hereby authorized and directs Lessor to fund the acquisition cost of the Equipment by paying the Vendor(s) the invoice price(s) as set forth on the attached Description of Equipment, and certifies that upon such payment, Lessor will have fully and satisfactorily performed all of its covenants and obligations under the Agreement with respect to the Equipment. LESSEE: By: Title: Date: 16 EXHIBIT C ESSENTIAL USE LETTER Gentlemen: Reference is made to that certain Equipment Lease/Purchase Agreement, dated as of , 19_ (the "Agreement"). between , as Lessor and the undersigned, as Lessee. The Equipment, as such term is defined in the Agreement can generally be described as follows: This confirms and affirms that the Equipment is essential to the governmental functions of Lessee. Further, Lessee has an immediate need for, and expects to make immediate use of, substantially all the Equipment, which need is not temporary or expected to diminish in the foreseeable future. The Equipment will be used by Lessee for the purpose of performing one or more of Lessee's governmental functions consistent with the permissible scope of Lessee's authority and not in any trade or business carried on by any person other than Lessee. Specifically, the Equipment was selected by Lessee to be used as follows: Lessee By: Date: TABLE OF CONTENTS PAGE 1. LEASE ............................................................................................................................... ...................................... 1 2. TERM, TERMINATION AND NONAPPROPRIATION ............................................................................................. 1 3. RENEWAL OPTION ...... ................................ ................. ............. ............. ........... ................... ............... .................. 1 4. RENT .............................................................................................................................. ......................................... 1 5. NET LEASE; OBLIGATION TO PAY RENT UNCONDITIONAL .............................................................................. 2 6. LESSEE'S INSPECTION: CONCLUSIVE PRESUMPTIONS .......... ............. ........... ............... .... ................. ............ 2 7. USES AND LOCATION ........................................................................................................................................... 2 8. TITLE AND RETURN .............................................................................................................................................. 2 9. MARKINGS ..... ............... ................. ............. .... ........... ............... ........... ............. ............... ............... ............... ........ 2 10. MAINTENANCE AND REPAIRS ............................................................................................................................. 3 11. ALTERATIONS ........................................................................................................................................................ 3 12. NO WARRANTIES BY LESSOR ............................................................................................................................. 3 13. INSURANCE .............................................................................................................................. ............................. 3 14. CASUALTY .............................................................................................................................. ............................... 3 15. CASUALTY PAYMENT .............................. ............... ........... ............... ........................ ............... ................. ............ 4 16. TAXES AND GENERAL COVENANTS ................................................................................................................... 4 17. REPRESENTATIONS AND WARRANTIES OF THE LESSEE ............................................................................... 4 18. EVENT OF DEFAULT ............................................................................................................................................. 5 19. REMEDIES ............................................................................................................................... ............................... 6 20. SECURITY .............................................................................................................................. ................................ 6 21. LESSOR'S EXPENSES...................................................................................................................... ..................... 7 22. ASSIGNMENT .. ................. ........... ............... ................. ........................ ........... ............. ................. ............. ............. 7 23. PERSONAL PROPERTY .............................................................................................................................. .......... 7 24. LATE CHARGES ..... ............... ............. ................. ............. ............. ........... ........... ............. ...... ................................ 7 25. NON-WAIVER. ................................ ............... ............... ...................... ........... ............. ................. ................. .......... 7 26. ENTIRE AGREEMENT .............. ............. ................. ............... ...................... ........... ............... ............... .................. 7 27. NOTICES .............................................................................................................................. .................................. 7 28. GENDER; NUMBER .............................................................................................................................. .................. 7 29. TITLES .............................................................................................................................. ...................................... 7 30. TIME .............................................................................................................................. .......................................... 7 31. GOVERNING LAW......... ............. ................. ............... ............. ........... ........... ........... ................... ................. .......... 7 32. CONSENT TO JURISDICTION ............................................................................................................................... 8 33. INCORPORATION BY REFERENCE ..................................................................................................................... 8 34. FURTHER ASSURANCES .............................................................................................................................. ........ 8 35. DOCUMENTATION FEE ........ ............... ............... ............. ............. ........... ........... ............... ............... ..................... 8 36. ACKNOWLEDGMENT ..... ............... ............... ............... ............. ........... ........................ ................. .... ............. ........ 8 City of Paris Proposed Leased Equipment Cost Finance: Computer hardware & software $ 67,694 Police: 4 cars/light bars $ 88,000 Community Development: 1 pickup $ 21,500 Engineering 1 pickup $ 20,500 Parks: 1 pickup $ 22,000 1 tractor $ 54,000 1 boom mower $ 38,000 $ 114,000 Sanitation: 1 pickup $ 22,000 1 refuse truck $ 116,000 $ 138,000 Streets: 1 steel wheel roller $ 74,000 1 pickup $ 22,000 1 dump truck $ 82,000 $ 178,000 Water Billing: 1 pickup $ 20,000 Water Plant 1 pickup-40% $ 7,200 Water Distribution: 1 backhoe $ 80,000 WW Treament: 1 pickup-40% $ 7,200 Liftstations 1 pickup $ 18,000 1 pickup-20% $ 3,600 $ 21,600 Total $ 763,694 EXHIBIT .a T