2014-031 - Authorizing a Lease Purchase Agreement with Liberty National Bank for the purchase of one fire engineRESOLUTION NO. 2014 -031
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF PARIS, TEXAS,
AUTHORIZING THE CITY OF PARIS, TEXAS TO ENTER INTO A FINANCING
AGREEMENT WITH LIBERTY NATIONAL BANK FOR THE PURCHASE OF
ONE NEW FIRE PUMPER TRUCK; AUTHORIZING THE CITY MANAGER TO
SIGN ALL NECESSARY DOCUMENTS TO FACILITATE ACQUISITION AND
FINANCING OF THE FIRE TRUCK; MAKING OTHER FINDINGS AND
PROVISIONS RELATED TO THE SUBJECT; AND DECLARING AN
EFFECTIVE DATE.
WHEREAS, as discussed during the FY 2014 -15 budget discussions, the Paris Fire
Department needs a new fire pumper truck to replace equipment that has reached the end
of its useful life; and
WHEREAS, the Fire Department has obtained a proposal from Siddons- Martin
Emergency Group, LLC, a Texas dealer for Pierce Fire Trucks through Buy Board
Cooperative Purchasing Group that meets the Fire Department's needs for a Fire Pumper
Truck; and
WHEREAS, the proposal dated October 17, 2014 from Siddons- Martin Emergency
Group, LLC, in the amount of $617,114.00 is attached hereto as Exhibit "A "; and
WHEREAS, Liberty National Bank will finance the purchase over a ten -year period
at 3.00% interest rate using a Municipal Lease - Purchase Agreement with the first payment
becoming due in October 2015; and
WHEREAS, the City Manager is hereby authorized and directed on behalf of the City
Council of the City of Paris, Texas to sign any and all documents related to the acquisition of
the fire pumper truck.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
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 City is hereby authorized to purchase a new fire pumper
truck from Siddons- Martin Emergency Group, LLC in accordance with the terms of the
proposal attached hereto as Exhibit "A ".
Section 3. That a Municipal Lease Agreement between Liberty National Bank
and the City of Paris, Texas, substantially equivalent to the Agreement which is attached
hereto as Exhibit "B" is hereby authorized and approved.
Section 4. That the City Manager be, and he is hereby, authorized and directed to
execute, on behalf of the City of Paris, any and all documents related to the acquisition of
the fire pumper truck.
PASSED AND APPROVED this 27th day of October, 2014.
Matt Frierson, Mayor
ATTEST:
► r
ice Ellis, City Clerk
APPROVED AS TO FORM:
W. Kent yar, ty Attorney
r 3500 Shelby Lane
r l , Denton Texas 76207
f Z-- 1 r —L!'< < r ._ °- � f � � !! �
I GDN P125891
=) TXDOT MVD No. 4115890
1"'' ElN 27.4333590
F rtecting the 5nut'hvrest
October 17, 2014
Larry Wright, Chief
Paris Fire Department
1444 N Main St.
Paris TX 75460
RE: Proposal for Dash CP PUC Pumper
Siddons- Martin Emergency Group, LLC is pleased to provide the following proposal to Paris Fire Department. Unit will
comply with all specifications attached and made a part of this proposal. Total price includes delivery FOB
Paris Fire
Department and training on operation and use of the apparatus.
Amount
Description
EP804488 -358 Pierce Dash CF PUC Pumper
for 30 days. Delivery within 8.5.9.5 months of order date.
Vehicle Price
$ 587,740.00
Price guaranteed
Full Prepay Discount ( $ 26,253.00). Total amount due with order.
Prepay Discount
(5 26,253.00)
Equipment
$52,197.00
Bond
$1,930.00
SUB TOTAL
$ 615,614.00
BuyBoard 399 -12
$ 1,500.00
TOTAL
$ 617,114.00
Taxes, Tax is not included in this proposal. In the event that the purchasing organization is not exempt from sales tax or
any other applicable taxes and /or the proposed apparatus does not quality for exempt status, it is the duty of the
purchasing organization to pay any and all taxes due. Balance of sale price is due upon acceptance of the apparatus at the
factory.
Acceptance. In an effort to ensure the above stated terms and conditions are understood and adhered to, Siddons- Martin
Emergency Group requires an authorized individual from the purchasing organization sign and date this proposal and
include it with any purchase order. Upon signing of this proposal, the terms and conditions stated herein will be considered
binding and accepted by the Customer. The terms and acceptance of this proposal will be governed by the laws of the
state of TX. No additional terms or conditions will be binding upon Siddons- Martin Emergency Group unless agreed to in
writing and signed by a duly authorized officer of Siddons -Martin Emergency Group.
Sincerely,
Travis Walden
Siddons -Martin Emergency Group, LLC
I ' the authorized representative of Paris Fire Department, agree to purchase the
proposed and agree to the terms of this proposal and the specifications attached hereto.
Signature & Date
tl I
EXHIE31T A
MUNICIPAL LEASE AGREEMENT
THIS LEASE made this 271h day of October, 2014, by and between Liberty National Bank and The Citv of
Paris. Texas ( "Lessor "), and ( "Lessee ").
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 ( "Schedule 1 "), 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 non - appropriation 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 non - appropriation of funds pursuant to Section 2(c) hereof.
(ii) A default by Lessee and Lessor's election to terminate the Lease under Section 18 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, then this agreement shall be deemed terminated at the end of the
Initial Term or the then current Renewal Term, and Lessee shall not be obligated to make payment of the rent
provided for in the Schedule of this Lease beyond such Initial Term or Renewal Term. Lessee agrees to deliver notice to
Lessor of such termination of Lease at least thirty (30) days prior to the end of such Initial Term or Renewal Term, but
failure to give such notice shall not extend the term beyond such 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 or appropriate request 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. RENT.
(a) The rentforeach item of Equipment shall be that amount designated in the applicable Schedule
and shall be payable to Lessor inadvance in amounts and atthe time and place asset forth in the Schedule, orto such
other person, or at such other place as Lessor may from timeto 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 anyway 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
setforth 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, on
any date hereafter at a price equal to the principal component hereof outstanding as of such date, plus accrued
interest to the date fixed for prepayment, without penalty or premium.
4. NET LEASE; OBLIGATION TO PAY RENT UNCONDITIONAL This is a net lease. All rent and other
sums payable by Lessee shall be paid promptly when due without notice or demand of any character. Except as
p ro v i d e d i n S e c t i o n 2(c) he r e o f, 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.
5. LESSEES' INSPECTION: CONCLUSIVE PRESUMPTIONS. Lessee shall inspect each item of Equipment
within three (3) business days 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 forthe 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.
6. 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)
inspection 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 the extent permitted by law, enter into and upon the premises where the
Equipment may be located for such purpose. Lessee 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 otherjudicial 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.
TITLE; SECURITY INTEREST
(a) Upon Lessee's acceptance of any Equipment under this Agreement, title to the equipment shall
vest in Lessee, subject to Lessor's security interest therein and all of Lessor's other rights under this Agreement.
(b) As collateral security for the Secured Obligations Lessee hereby grants to Lessor a first priority
security interest in any and all of the Equipment. Lessee agrees to execute and deliver to Lessor all necessary documents
to evidence and perfect such security interest, including without limitation, Uniform Commercial Code (UCC) financing
statements and any amendments thereto.
(c) "Secured Obligations" means Lessee's obligations to pay all rent payments and all other amounts
due and payable under the Municipal Lease Agreement.
g. 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 interest, underthis Lease.
g. 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.
10. 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.
11. 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.
12. 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 reasonably 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 anyway 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 17 below). Lessee hereby assigns to Lessor all sums which become payable under any
insurance covering the Equipment, directs any 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.
events: 13. CASUALTY. For the purposes of this Lease, "Casualty Occurrence" shall mean any of the following
(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 judgment 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.
14. CASUALTY PAYMENT. If any Item of Equipment shall suffer a Casualty Occurrence, Lessee shall
promptly and fully inform Lessorwith respect thereto. Lessee shall pay to Lessor, on the first date that any installment of
rent for that Item of Equipment 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 14, 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 14, "Stipulated Loss Value" shall be determined through the following three steps: First step — the
"Affected Equipment Percentage" shall be determined by dividing (1)the total costto the Lessorto acquire the Equipment
suffering the Casualty Occurrence by (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 ODNDUCTFDINAC011MMBC1ALLyFEASaW aEMAMEp
AND, ASSUMING SUCH FEASONADJ3qFM, &- VUBEBINDING AND CONCLUSIVE UPON LESSEE,
15. TAXES AND GENERAL COVENANTS.
(a) This Lease is a lease to a governmental agency pursuant to sections271.001 et seq. of Texas
Local Government Code, and, as such, the Equipment is currently exempt from all taxation by the State of Texas 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 hereinafter 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 eighty (180) days after
the end of each fiscal year, Lessee shall furnish to Lessor a balance sheet of Lessee and the related statement of changes
in net assets and schedule of revenues, expenditures and changes in fund balance, 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.
16. 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 taws of the State of Texas to enter into this Lease
and the transactions described herein, 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 atrade 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, subject to bankruptcy,
insolvency, reorganization, moratorium, principles of governmental immunity of political subdivisions and other similar laws
and principles of equity, as well as the exercise of judicial discretion, relating to or affecting the enforcement of creditors'
rights.
(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.
(j) 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 8038 -G to be timely filed with the Internal Revenue Service. An
example of Form 8038 -G, and the instructions therefor, are attached hereto as Exhibit "D ".
(1) Lessee shall execute and deliver to Lessor the Acceptance Certificate, substantially in the form
attached hereto as Exhibit "E ", for all Items of Equipment subject to the Lease.
(m) Lessee shall execute and deliver to Lessora completed UCC 1, substantially in iieform attached
hereto as Exhibit "F ".
17. 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 12 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 lawforthe relief of debtors orforthe
discharge, arrangement or compromise of debtors' debts, or (vi) consent to the appointment of a receiver, liquidator,
assignee, custodian, trustee, sequester orotherofficialwith similar powers over Lessee or a substantial part of its assets.
{i) the dissolution, liquidation and /or termination of the Lessee.
0) 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 an item thereof.
(1) 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 17 are subject to the provisions of Section 2(c) hereof, with respect
to non - appropriation.
18. REMEDIES.
(a) Whenever any Event of Default referred to in Section 17 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, to the extent permitted by law, consents to Lessor's entry upon any premises of Lessee without any
liabilityfor 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; provided, however, that in conducting any such sale Lessor shall ad in a commercially
reasonable manner.
(6) Lease the Equipment or any portion or Item thereof, with orwithout 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; provided, however, that in conducting any such lease Lessor shall act ina commercially reasonable manner.
(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 bailer.
(11) Pursue any other remedy at law or inequity.
19. 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 obfgations 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.
aD 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.
21. 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 any one 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.
22. 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 notwithstanding
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 is character as personal property.
23. LATE CHARGES. Except as permitted by Section 2(c) hereof, 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 3.00% per annum or the maximum contract rate•
fixed bylaw, computed from the date the installment first came due until it is paid infull. It is Lessee's obligation under
this Lease to ensure delivery to Lessorof all payments, rent, and otherwise, due hereunder.
24. 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 regards 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 inequity despite said forbearance or indulgence.
25. 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.
26. 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 - delivered with receipt).
27. 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
bejoint and several.
28. 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.
29. TIME. Time is of the essence of this Lease and each and all of its provisions.
30. 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.
31. CONSENT TO JURISDICTION. Lessee acknowledges that Lessor's principal place of business
is in Lamar County, Texas. Lessee hereby consents and agrees that the Lamar County, Texas, District 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. T o t h e e x t e n t p e r m i t t e d b y I a w, 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.
32. INCORPORATION BY REFERENCE. All Schedules, annexes or other attachments to this Lease are
incorporated into this Lease as if set out infull atthe first place inthis Leasethat references is made thereto.
33. 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, provided that Lessor
acts in a commercially reasonable manner. 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 counsel or
certified publicaccountant acceptable to Lessor as Lessor may require.
34. 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.
35. 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 described 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 described in this Lease, Schedules and Annexes as Lessee deems necessary in
connection with Lessee's decision to enter into this Lease.
36. SEVERABILITY. If any provision of this Lease shall be held or deemed to be or shall, in fact, be invalid,
inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions
because it conflicts with any provision or provisions of any constitution, statute, rule of public policy, or any other reason,
such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in
any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or
unenforceable to any extent whatever.
IN WITNESS WHEREOF, theparties hereto haveexecuted these presents the dayand yearfirstwritten above.
LESSOR: LESSEE:
By: By:
Title: Title:
Address: P.O. Box 919, Paris, Texas 75461 Address: 135 1st SE, Paris, Texas 75460
�, ; 3500 Shelby Lane
t f7 ' Denton, Texas 76207
1 �- -(^r1 !..(�..., ._�r..lr.�14 >� j c* ( / j j GDN P115891
F rue
in � ����� TXDOT MVO No. A115890
+.,.�► EIN 27. 4333590
ecring the 5nuthillfM r
October 17, 2014
Larry Wright, Chief
Paris Fire Department
1444 N Main 5t.
Paris TX 75460
RE: Proposal for Dash CP PUC Pumper
Siddons- Martin Emergency Group, LLC is pleased to provide the following proposal to Paris Fire Department. Unit will
comply with all specifications attached and made a part of this proposal. Total price includes delivery FOB
Paris Fire
Department and training on operation and use of the apparatus.
Description
Amount
EPS04488.358 Pierce Dash CF PUC Pumper
for 30 days. Delivery within 8.5 -9.5 months of order date.
Vehicle Price
S 587,740.00
Price guaranteed
Full Prepay Discount ( $ 26,253.00). Total amount due with order.
Prepay Discount
(5 26.253.00)
Equipment
$ 52,197.00
Bond
$ 1,930.00
SUB TOTAL
$ 615,614.00
BuyBoard 399 -12
$ 1,500.00
TOTAL
$ 617,114.00
Taxes, Tax is not included in this proposal, In the event that the purchasing organization is not exempt from sales tax or
any other applicable taxes and /or the proposed apparatus does not qualify for exempt status, it is the duty of the
purchasing organization to pay any and all taxes due. Balance of sale price is due upon acceptance of the apparatus at the
factory.
Acceptance. In an effort to ensure the above stated terms and conditions are understood and adhered to, Siddons -Martin
Emergency Group requires an authorized individual from the purchasing organization sign and date this proposal and
include it with any purchase order. Upon signing of this proposal, the terms and conditions stated herein will be considered
binding and accepted by the Customer. The terms and acceptance of this proposal will be governed by the laws of the
state of TX, No additional terms or conditions will be binding upon Siddons -Martin Emergency Group unless agreed to in
writing and signed by a duly authorized officer of Siddons -Martin Emergency Group.
Sincerely,
Travis Walden
Siddons -Martin Emergency Group, LLC
, the authorized representative of Paris Fire Department, agree to purchase the
proposed and agree to the terms of this proposal and the specifications attached hereto.
Signature & Date
EXHIBIT
SCHEDULE OF RENT PAYMENTS
See, Schedule of Payments dated 10/2112014 from Liberty National Bank attached.
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INCUMBENCY
CERTIFICATE
I do hereby certify that I am the duly elected or appointed and acting City Clerk of the City of Paris, Texas, a political
subdivision duly organized and existing under the laws of the State of Texas, 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
T, _ between such entity and
NAME
TITLE SIGNATURE
INWITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this day of
, 201 4.
Signature:
Name Printed:
Title:
12
EXHIBIT B
FORM OF LESSEE'S COUNSEL OPINION
(To be copied ortyped on Counsel's Letterhead)
Gentlemen:
As City Attorney of the City of Paris, Texas ( "Lessee "), I have examined a duly executed original of the Municipal Lease
Agreement dated as of , 2014 (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 I have deemed necessary or appropriate for purposes of the opinions set forth below, I am of the opinion that:
1. Lessee is a "qualified small issuer" for the 2014 calendar year within the meaning of Section 265(b)(C)(3) the Internal
Revenue Code of 1986, as amended (the "Code ").
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 franchise 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,
subject to principles of governmental immunity, bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar
laws now or hereafter enacted relating to creditors' rights generally or by principles of equity which permit the exercise of judicial
discretion.
5. Any applicable public bidding requirements have been met.
6. All requirements of Texas law, including all counties, municipalities, villages, political subdivisions, etc. 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 ofwhich 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 described in the Agreement orthe ability of
Lessee to perform its obligations under the Agreement, or question the validity of the Agreement. Further, Lessee is not in
default under any material obligation for the payment of borrowed money, for the deferred purchase price of property orfor 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 sub - assignee of
Lessor, under the Agreement.
Sincerely yours,
13
EXNIBITC
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 , 2014
byand between as Lessor and the City of Paris, Texas lessee ( "Lessee ").
1. Lessee has not issued, and reasonably anticipates that it and is subordinate entities will not issue, tax exempt obligations
(including the Agreement) in the amount of more than $10,000,000 during the current calendaryear; that ithas designated the
Agreement as a "qualified tax - exempt obligation" within the meaning of Section 265(b)(3)(B) 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 "qualifiedtax- exempt obligations" d u ring 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 (i)
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 aswill maintain such after -tax yield.
3. The obligations of Lessee herein under 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:
By:.
Title:
LESSOR:
EXHIBIT D
[Form 803B(G) and Instructions
1 1;11 --hat
ACCEPTANCE CERTIFICATE
No.1
(Non- Escrow Funded)
THIS ACCEPTANCE CERTIFICATE is issued pursuant to the certain Municipal Lease Agreement dated
2D14 (the "Agreement") between ( "Lessor")andthebelow- identified
Lessee ('Lessee "). All terms notdefined herein shall have their meanings described intheAgreement.
I. The undersigned, as Lessee under the Agreement, acknowledges delivery and receipt in good condition and fully in
compliance with the Agreement, and herebyaccepts, all of the Equipment described on the attached Description of Equipment
this day of .2014
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 onlyfor 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 inaccordance with Section 3 ofthe Agreement.
4. Lessee confirms that sufficientfunds have been orwill be appropriated to make all payments of rent due in subsequent years,
subject to the provisions of %olim2(c) oftheAgreement.
51 The Equipment is covered by insurance in the types and amounts required by the Agreement and is located at the location
set forth inthe 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
prices) as set forth on the attached Description of Equipment, and certifies that upon such payment, Lessorwill havefully and
satisfactorily performed all of its covenants and obligations underthe Agreement with respectto the Equipment.
LESSEE:
By:
Title:.
Date
SCHEDULE1
DESCRIPTION OF EQUIPMENT AND SCHEDULE OF RENT
PAYMENTS
The Equipment which is the subject of the attached Municipal Lease Agreement is as follows:
See, Proposal dated October 17, 2014 from Siddons -Martin Emergency Group to Paris Fire Department
attached.
together with all additions, accessions and replacements thereto.
2. The Commencement Date of the Lease with respect to the Equipment is: The Initial
Term of the Lease ends on , 20_ The last Renewal Term of the Lease ends on
Lessee hereby certifies that the description of the personal property set forth above constitutes an accurate description of the
"Equipment", as defined in the foregoing Municipal Lease Agreement.
LESSEE:
By:
Title:
Date:
LOCATION OF THE EQUIPMENT: