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Ordinance No. 3,839AN ORDINANCE ACCEPTING THE BID OF ENVRONMEMAL SALES AND SERVICE, INC. FOR THE LEASE PURCHASE OF A COMBINATION VACUUM AND HIGH PRESSURE SEWER CLEANER; AUTHORIZING THE MAYOR AND THE CITY CLERK TO E_>IEQ17E AND ATTEST TO A LEASE PURCHASE CONTRACT WITH AL SALES AND SERVICE, INC.; AND AU7H ORIZlNG THE PAYMENT BY THE CITY OF BAYTOWN OF THE SUM OF THIRTY THOUSAND AND ND /WO (00,000410 DOLLARS AS THE FIRST PAYMENT 7i*3%EOF. r* rr. rrrrt- trtr# rtarrrtrr* r+ rrrrrrrrtrrrsrrrtrttrwrrrrstrtrttsia�trrs4itrrarrrrrrars WHEREAS, the City Council of the City of Baytown did authorize the Purchasing Department for the City of Baytown to advertise for bids for the purchase of a combination vacuum and high pressure eewer cleaner to be received t" March 2, 1984; and f WHEREAS, the City of Baytown is authorized to purchase equipment by v' means of a lease purchase agreement as provided by TEX. REV. CIV. STAT., art. Y_ 2368x.2; and WHEREAS, notice to bidders as to the time and place, when and where the f•; contract would be let was published pursuant to the provisions of Section 74 of the Charter of the City of Baytown, and WHEREAS, all bids were opened and publicly read at City Hall at 2:00 p.m., Friday, March 2, 1984, as per published notice to bidders; NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS: Section 1: That the City Council of the City of Baytown hereby accepts the bid of Environmental Sales and Services, Inc., for the lease purchase of a combination vacuum and high pressure sewer cleaner for the sum of ONE HiUNDRED TWELVE THOUSAND EIGHT HUNDRED TWENTY TWO AND 99/100 ($112,822.99) DOLLARS, and authorizes payment of THIRTY THOUSAND AND NO /100 ($30,0011.00) DOLLARS as the first payment thereupon. Section 2: The Mayor and City Clerk are hereby authorized to execute and attest to a lease purchase agreement with Environmental Sales and Services, Inc., for the purchase of a combination vacuum and high pressure sewer cleaner, a copy Of which is attached as Exhibit "A ". Section 3: This ordinance shall take effect immediately from and after its I. i passage. 1�1 C7 • INTRUDl,10ED, READ and PASSED by the affirmative vote of the City Council of the City of Baytown this the 26th day of April, 1984. sitar` • '7 t■ • 1 v r 1 LJ • C C` ihb 'offer, as set torgt >n ggrstrrhetrt oerow, May w axaoe m vaq y ;rates •••.•.•. p ant such acceptance shop not be effseMe until ao4radly reteiva 4 by Lessol THIS unit of Mercantile' Natiionall bank Dallas (as aageM, a national banking association (hereranafter referred to aeA a poticicat subdivwm at this Soft d (hereinafter interred to as - Lessee's. wiTHESSEM In consideration of the mutual covMarRs and conditions hereinafter ad fortI6 the parties hereto agree as *a= I. Term and Payments. Lessor hereby leases to Lessee and L.essos hereby leases from Lasser. the 11cMV desai0sd 114 Exhibit A hereto (hereinafter; with all replacement parch,, substitutions, proceeds, mcreases, additions„ acsessiorre, repairs acct coat series Incorporated therein .w affixed thereto, referred to as the 'Propergr') for the amounts to be paid in the sums and m tht dates set forth In Exhibit 8 haratO The term of this lease shall conLrhexe upon acceptance: of possession of the Pow"ll r M I.Mee (or acceptance by Lessee of delivery of the first item of Property It this Agreement involves multiple iterhs of Prop ftJ6 stead tit until the end of Lessee's ctinent fiscal period, and thereafter for such additional fiscal periods as necessary to 1h* ;apti- eipated total lease term ad forth in Exhibit S, unless earlier terminated as provided herein. R items at Property are daGuued':In- dividually or in groups, it is agreed that each Item shall be subject to this Agreenerit upon Lewes's aocepfarroe tlhereat nerd t; o the payments due with respect to each item or group of Pro". may be set forth on sepaaato Exhibits a, which shag be a t ached to and be part f this Agreement. Lessee's right to terminate pursuant to Paragraph 2 of this Agreement applies cob! to the Prep. arty as a whose, notwithstanding that the amounts owed are set forth in more than one WNW & 2. Renewal and Nonappropriation. Lessee agrees teat It wfU take all necessary steps and make timely requests for the appro- priation of funds to make erg, payments called for under Exhibit B and use its best efforts to cause such appropriations to to wa0e6 in the event that U) payments for the succeeding fiscal period cannot be made (d) Lessee has edhau:!•d on ieglfy avD.' able means for making tee payments called for under this Agreement, (iii) Lessee has invoked and diligartliy Puttied n.0 procedures by which payments called for under this Agreement maybe mrtdq (M such failure to obtain tunds has not reaiLmad fiodt any act or failure to act 'f Lessee, (v) lessee has not acquired, and has no intent to acquire during the subsegLeut one pe>,ed. nacre of property having functions similar to those of the Property or which provide similar benefits to Iessee. and two ao itlads Lame' :.-O been ap pirated for the acquisition f such equipment, Lessee map terminate this Amt at the end o1 filed pip sue. _ during the payment sMedule set forth in Exhibit B by giving notice to Mercantile CapItd Markets at P. 0. tier 2Y�73� Teresa 75263 or at such other' place as Lessor or Its successors and assigns may from time to time hareaftar 00 -Alt least 60 days prior to the "first day of such fiscal period for which apprapdatioru cwuxg be made Such fal4Le :0 Obtain. appropriation and approval of the full amount of funds necessary. to make required payments hereunder during arq fienl subsequent to the current fiscal period shall terminate all of Lessee's right, the and Interest in and obligations under this and to all the Property. effecthre on the last day of the last fiscal period for which appropriation or approval was propary 'obtalraed. In the event of termination for nomappropriation at the end of any fiscal period. interest at the rate set forth in Exhibit B sh of bit pain by Lessee to Lessor from the date f the last payment through the last day f il the fa year 9. Taxes In addition to the payments to be made pursuant to Faragraph I hem4 Lessee agrees to hldemarify ad Meld Lessor harmless from and against and to pay Lessor, as additional rant, on demand an amount equal to an seers@, sales, use, real or personal property, gross receipts of other taxes, levies, imposts duties or charges. K acrd tbgtrtllar 11111121 NO penalties. fines Or Interest thereon Imposed against t# on Lessor. Lessee or the Property, by any govetnmeh—1 aunwniir Loos err with 'as pec! t0 the Property or the purchase, ownerahlp, rental, possessioq, operetion, return or sale f, or receipt of p�ernerem fb'. rho Property, except arty Federal or state mnmome farce. H any, payable bl► Lessor. Lessee may contest any suds texas prior to pap16 merit proiridad such coMesYdoes not lnwlve arty risk f sale, forfeiture or loss f the Property or any Interest theeiR 4. Lessee's Covemarns and Represerrtatlons, Lessee covenants and represents as follows (e) lessee represents, and will provide an opinion of its counsel to the effect that It has fug power and au!lwrf4r to eater into the Agreement whmth has been duly authorized, executed, and delivered by lessee and is a valid and f Lessee enforceable in .aeeo►dance with its terms~ and all requirements for exeartio% delivery and performance all this Agraai ent have been, or will be, compiled with in a timely mlannar, (b) All payments hereunder have been, and will be duty authorized and paid when due out of Im then an head and legally available for such purpose; Lessee will to the extent permitted the State law and other terms and conditions of this Ada' merit, Include in its budget for each successive fiscal period during the term of this Agreement a sufficient amount to perethIf tmsia to discharge all its obligations hereunder and Lessee has budgeted and available for the current rant period sufficient funds to comply with its obligations hereunder, (c) There art no pending or threatened lawsuits or administrative or other proceedings contesting the auttoft 1nt. authorization or performance of or expenditure of funds pursuant to this AgreemenC (d) Information supplied and statements made by Lessee in ary financial statement or current budget prior ID or contemporaneously wrtn this Agreement are true and eorreek (e) Lessee has an immediate need for, and expels to make immediate use of, sulutantiat4r all the Property, vddrJr need Is not temporary or expected to diminish in the foreseeable future; specifically, Lessee will not give prionly or Deft In the appropriation of funds for the acquisition or use of any additional property for purposes or functions similar to the Plroparbf (Q There are nm clrcumsfanees presently affecting the Lessee that could reasonably be expected to alter Rs 1, bill need for the Properry or soversey affect its ability or willingness to budget funds for the payment of sums due hereunder. (g) Lessee's right to terminate this Agreement as specified in Paragraph 2 hereof was not an tadepehdet* bargeirbd- for consideration, but was included solely for the purpose of complying with the requirements of the Iowa of the State in erlrieln Lessee Is located: and (h), Lessee will axeeute or provide, as requested by Lessor, such other documents and Information as are reasonably necessary with respect to the transaction contemplated by this Agreement, including, without Lmitation, the record relating to this Agreement as required for examination by the Attorney General of the State of Texas pursuant to Art. 236M $ VT.C.SA S. Use and Licenses. Lessee shall pay and discharge all operating expenses and shall cause the Property to be operated by Competent persons only. lessee shall use the Property onl)r for its proper purposes end will not instal. use, operate or maintain the Property lmpropery, caretessty, or in violation of any applicable taw, ordinance, rule or regulation f arty governmental authmaib" gr in a manner Contrary to the nature o1 the Property or the use contemplated by its manufacturer. Lessee shall keep the Property at the location stated on the Grtificate of Aeeeptanee exeTed by lessee upon delivery f the Property, until Lessor in writing per, dik" its removal, and the Property shall be used solely rn the contluct f the Lessee's operations. Lessee shall obtain, at its raperee, aY` registrations, permits and li rheas, if any, required Dy law for the snstatlation and operation f the Property. License plates used c6 the Property shall be issued in the name of the Lessee it a certificate of title is issuable with respect to the Property, tt shag be dellvsred to the lessor showing the interest of the Lessor. G. Maintenance. Lessor shall not be obligated to make arty repairs or replacements. At its own expense. Lessee shall service, repair and maintain the Property In as good condition, repair, appearance and working order as when delivered to lessee hereunder, j . ordinary wear and tear from proper use alone excepted, and shall replace any and all parts thereof which may iron time to time become worn out, lost, stolen, destroyed, or damaged beyond repair or rendered unfit for intended use, for any reason whatsoever,:' all of which replacements shall be free and clear of all liens, encumbrances and claims of ot'rers, and shall become pad of ttn`' Property and subject to this Agreement Lessor may, at its option, discharge such costs, expennes and insurance premiums nedes- eery for the repair, maintenance, and preservation of the Property and all sums so expended shall be due from Lessee in as dWm to rental payments hereunder. • 7. Alterations. (a) Lessee hey, at Its own expense, install or place In or on, of attach or affix !o, the Property. such equipmned or accessories as may be necessary or convenient to use the Property for its intended purposes provided that such equipment or acres- ® series do not impair the value' or utility of the Property. All such equipment and accessories shall be removed by Lassie upon terms• nation of this Agreement. provided that any resulting damage shall be repaired at Lessee's expense. Any such equipmerd ;m aceessories Wt 4moved, shell, become the property of Lessor: _ _..:w.,...__ .. C C (2) Take paasassion d the PropeetY. witlpart demand or notice and wlihehhR court aides a�f erry is , i ss ei ta+r, and remove and r¢let the same !or Lessee's account, in which event Lessee waives arty and all deme®es rash 1!hlaldroah and scan be liable for ail Ccs's and expcnsm incurred by Lessor in CordmCtion therevviih and trha difference. if ant, thelwaea airs a reietttin$rd pursuant to Paragraph 1 hereof and the amounts received and to be received by Lessor is eosureeeron with any. such (3) Terminate this Agreement and repossess the Property, in which event Lessee stroll be liable for any a Payable hereunder through the date d such termination and an camas and xpenm incurred by Lessor in eomaction tl+e m fj (4) Sell the Property or a.,y portion thereof for Lessors account at ptrtrlie or private saW for cash or crailL vdb, out demand on or notice to Lessee of Lessor's intention to do so, or cadet the property for a tam and a rental wlrrch UW be equal tie. greater than or less than the rental and term provided herein. If the p;ooeeds from any such sale or tartar prryn+eais nhcairad uarbr a new agreement made for the periods prior to the expiration d this Agreement are less than the sum of 01 fire Coats of circa repos- session, sale, relocation, storage. reconditioning, reletting and re- irtstlillation (including but not timhed to reasonable attarthapisr foes), (ii) the unpaid principal balance derived from Exhibit B as of the last preceding payment date aperyfind let Exhibit Bend (7 air Past due amounts hereunder (plus interest on such unpaid principal balance at the rata specified id Exhibit B and ifderaat on such pass due amounts at the rate specified in Paragraph 19 hereof, prorated to the date of such sale), an of which shall be paid to Lessor. Lessor shall retain all such proceeds and Lessee shall remain liable for any deficiency; or (5) Pursue and exercise any other remedy available at law or in equity, it which event Lessta shah be 6atrla for any and all costs and expenses incurred by Lessor in connection therewith. °Costs Ind expenses". as that term is use � the Paragraph 14, shall mean to the extent allowed by law; (I) reasonable attorneys' fees ff this Lease is refat to for aced in is an attorney, not a salaried empicyee of Lessor or the holder of this Agreement (r) Court Coss: and disbursemerrts such costs in the event of any action necessary to secure possession of the Property; and (iii) actual and reasonable out- dpockat penses incurred in connection with any repossession or foreclosure. including cost of storing, reconditioning and reselling the prosp>N - erty, subject to the standards of good faith and commercial reasonableness set by the applicable Unilorrn Comimorcial Code. LeSSaa waives all rights under all exemption lows, (6) Under no circumstance shall Lessee be liable under paragraph 14 (b) for any amount in ao=" of the aura appropriated Pursuant to paragraph I hereof for the previous and current fiscal years, less an amounts previously due and paid during such previous and current fiscal years from amounts so appropriated, •15. Termination. Unless Lessee has Properly exercised its option to purchase pursuant to Paragraph 13 hat slog upon the expiration of the term of this Agreement or any earlier termination hereof pursuant to Paragraph, 14 hereon dalm the Property to Lessor unencumbered and In at least as good condition and ref+air as vole- deivered to lease: c.-Xff ly wear and teat Property tram Proper use alone excepted, by loading the Property, at Lessee's sate expense. on such came. or dafieesmg the petty to such location, as Lessor shall provide or designate e< or within a reasonable distance from the genera! IoCatioa d the Property, if Lessee !ails to deliver the Property to Lessor, as provided in this Paragraph 15, on or before the date of terttrarratiott at this Agreemerrt, Lessee shell pay to Lessor upon demand, far the hald•aver period, a portion of the tote} peymemt !err the appabye period as set forth in Exhibit B prorated from the date d termination of this Agreement to the date Lessee ether tedaFivers sfia Property to Lessor or Lessor repossesses the Property. lessee hereby waives airy right which tt crow has or which may be aogreirea or conferred upon it by any law Or order d any court or other governmental authority to terminate flux Agreanemt err itb hereunder, except in accordance with the express provis }ours hereof. 16. Assignment and Sublease. wise his (a) without the prior written consent of Lessor, Lessee shall not (7 assign, transfer, pledge or hypothecate or Otlhet pate of this Agreement, the Property, or any part thereof or any Interest therein, n sublet the Property or arty part thereof. or (iii) permit the Property to be used for any purpose not permitted by Paragraph 5 hereof. (b) Lessor shall be entitled, upon compliance with the provisions of this Paragraph 16, with or without notice t0 of the consent of Lessee, to sell, assign or transfer all or any part of Lessors right, title and interest IN to and under this Agreement of atd (including, without limitation, rights a the Property and an payments of any kind due or to become due), Any such purchasws). or transferee(s) sfer ( will have shall thereafter (jointly, if more than one) be deemed Lessor hereunder. Any such purchaser(s), assignee(.) ortransteree(s) will have made no representation or warranty, and therefore will assume no obligation with respect to the title., mer- chantability, condition, quality or fitness of the Property for any particular purpose, or for the enforcement of arty warranties Or service agreement made or assigned by the initial Lessor to Lessee. Upon receipt of written notice of sale. assignment or trensiar d an or any part of Lessor's interest hereunder, Lessee agrees to a tom to and recognize such purchaser(s), assignee(.) or trens/axee(s (jointly, y re s more than one) t Lessor(s) di under this Agreement and to execute and deliver such certificates or other irtstrunrerht rap may reasonably be requested, including separate acknowledgements of assignment and attomment certificates. No sale, assignment or transfer of all or any part of Lessors rights in or under this Agreement, the Property, or any payments or other sums to become due hereunder shall be effective unless (I) made pursuant to a writing setting forth the interest being soil, assigned er transferred and the name and address of each seller, assignor or transferor and d each purchaser. assignee or tranr r feree and (ii) (a) a copy of such writing shall have been received by the initial Lessor or (b) if required in this Agreement, a copy of such writing shall have been received by a nominee acting an behalf of the original Lessor. If set forth in such writing, any such sate, assignment or transfer, upon becoming effective, may be deemed to have occurred on a date Prior to its beeomirig effective in accordance with the preceding sentence. The initial Lessor or nominee, as the case may be. shall maintain a file containing such sales, assignments or transfers and shall keep a record thereof. Neither the initial Lessor nor the Ito ii Shan have any liability under the preceding sentence, or pursuant to any agreement covering the obligations described therein, iI for wifful misconduct or @Toss negligence. By making or accepting any such sole, assignment or transfer, each seller. assignor or transferor and each purcnaser, assignee or transferee agrees to keep permanently in its records a copy of the related writing malting such sale, esalgnment or transfer. 17. Personal Property. The Property is and shall at all times are and remain Personal property, 1g. Lessors Right to Perform for Lessee. If Lessee fails to make any payment or perform or comply with any or its cove- nants or obligations hereunder. Lessor may, but shall not be required ter, make such Payment or perform or Comply faith such covenants end obligations on behalf of Lessee and the amount of any such payment and the expenses (including but rot limited to reasonable attorneys' fees) incurred by Lessor in performing or complying with such covenants and obligations, as the case may be, together with interest thereon at the highest lawful rate, shall be payable by Lessee upon demand. 19. Interest on Default If Lessee !ails to pay any payments specified in Paragraph 1 hereof within ten (10) days after the due date thereof, lessee shall pay to Lessor interest on such delinquent payment from the due date until paid at the highest lawful rate. 20. Notices. Any notices to be given or to are served upon any party hereto in connection with this Agreement mus! are in writing and may be given by certified or registered mail, and shall be deemed to have been given and received fortyerght e hours after a registered or certified letter Containing such notice, postage prepaid, is deposited in the United States malt, and N given otherwise shall be deemed to have been given when delivered to and receive4 by the -arty to whom it is addressed such notice shall be given to the parties at their respective addresses designated on the signature page of this Agreement or at such other address as either party may hereafter designate. 21. Security Interest As security for Lessee's covenants and obligations hereunder Lessee hereby grants to Lessor, and its heirs, successors, assigns and personal representatives, a security interest in the Property, all accessions thereto and proceeds therefrom, and, in addition to lessor's rights hereunder, all of the rights and benefits of a secured party under the Uniform Com- mercial Code as in effect from time to time hereafter In the state in which the fiaPerty is located or any other state which may have jurisdiction over the Property. Lessee agrees to execute, acknowledge and deliver to Lessor in recordable term upon request • financing statements or any other instruments with respect to the Property or this Agreement considered necessary Or desirable by Lessor to perfect and continue the security interest granted herein !n accordance with the laws of the applicable Jurisdiction, 22. Miscellaneous. (a) Lessee shall, whenever requested, advise Lessor of the exact location and condition of the Property and slretl give r1 L_J This offer, as set forth in the Agreement below. a bit aooep0ed aapr pApr and sush acceptance shall not be effective wag aduaW received by Lasso¢ THIS LEASE - PURCHASE AGREEMENT (hereinafter referred to as "Agreement") by and between sierrp a �b'fe Capital Markets. a unit of Mercantile National Bank at Dallas (as agent), a national banking association (hereinafter referred to as -Lase and a potdical subdvaioa of the State al (hereinafter rderred to as " Lessae'). WJTNESSETH: In consideration of the muGW C*venarts and conddions hereinafter set forth. the panties hheeto agree as 111,8 1. Term and Payments. Lessor hereby leases to Lessee and Lessee hereby leases from less", the property described is Exhibit A hereto (hereinafter. witn au replacement parts, substitutions„ proceeds increases, additions, accessions, rapeas sad aaesr sories incorporated therein or affixed thereto, referred to as the "Properoo*) for the amounts to be paid in the sum and an floe dates set forth in Exhibit B hereto. The tern of this lease shall commence upon acceptance of possession of the Property by team (err acceptance by Lessee of delivery of the first item of Property N this Agreement involves multiple items of Property). shag ooedaurs until the end of Lessee's current fiscal period, and thereafter for such additional fiscal periods as necessary to complete the silo cipated total lease tern set forth in Exhibit B, unless earlier terminated as provided herein, H items of Property are delivered in- dividually or in groups, it is agreed that each Item shall be subject to this Agreement upon Lessee's acceptance thereof and that the payments due with respect to each item or group of Property. may be set forth on sepal:ate Exhibits B. which shall be attached to and be part of this Agreement. Lessee's right to terminate pursuant to Paragraph 2 of this Agreement applies only to the Prup- erpr as a whole, notwithstanding that the amounts owed are set forth in more than one Exihibit B. 2. Renewal and Nonappropriation. Lessee agrees mat it wig take aY necessary steps and make timely requests for the appro- priation Ithevent hato`� paymer� for the succeeding fiscal period cannot be to Lessee has exhausted t�lb a�vad- able means for making the payments called for under this Agreement, (iii) Lessee has invoked and diligently pursued cep iel,sl procedures by which payments called for under this Agreement may be no" (iv) such failure to obtain funds has not resulted from any act or failure to act of Lessee, (v) Lessee has not acquired, and has no intent to acquire during the subsequent fmw perio4 derma of property having functions similar to those of the Property or which provide simill r benafds to Lessee, and (vi) no funds {save been appropriated for the acquisition of such equipment. Lasses may terminate this Agreement at the and of SIN fiscal period during the payment schedule set forth in Exhibit B try giving notice to Mercantile Capital Markets at P. a. Sot 2E 4M Car. Texas 75265 or at such other place as Lessor or its successors and assigns may {nom time to time hereafter designift at West 60 days prior to the first day of such fiscal period for which appropriations cannot be made. Such tailure to obtain appropriation and approval of the full amount of funds necessary, to make required payments hereunder during any facat subsequent to the current fiscal period shall terminate all of Lessee's right, We and Interest in and obligations under this Agreement and to all the Property, effective on the last day of the last fiscal period for which appropriation or approval was property obtained. In the event of termination for non appropriation at the end of any fiscal period, interest at the rate sit Ruth is E:hiW B shall be paid b Lessee to Lessor from the, date of the last payment through the last day of the fiscal year. I Taxes. In addition to the payments to be made pursuant to Paragraph 1 hereof. Lessee agrees to Indemnify and hold Lessor harmless from and against and to pay Lessor, as additional rent. on demand an amount equal to all ketsg, asaesamant% sales, use, real or personal property, gross receipts or other taxm levies, imposts, duties or charge% ff any. together with any penalties, fines or interest thereon imposed against or on Lessor, Lessee or the Property by any governmental authority upon or with respect to the Property or the purchase ownership, rental, possession, operation, return or saia of. or receipt of payments for. the Property, except any federal or state income taxes, If any, payable try Lessor. Lessee may c onrtrst any such taxes prior to paw ® ment provided such contest does not involve arty risk of sal% forfeiture or loss of the Property or any interest therein, 4. Lessee's Covenants and Representations. Lessee covenants and represents as follows (a) Lessee represents, and will provide an opinion of its counsel to the effect that, It has full power and authority to enter into this Agreement which has been duly authorized, expected, and delivered by Lessen and is a valid and bindintg obligation ery of Lessee enforceable in accordance with its terms; and all requirements for execution. deliv and performance of this Agreemat have been, or will tie complied with in a timely manner. (b) All payments hereunder have been, and will be duty authorized and paid when due out of funds then an hand and legally available for such purpose; Lessee will to the extent permitted by Slate law and ether terms and condition of this Agrew meet. include in its budget for each successive fiscal period during the term of this Agreement a sufficient amount to permit Lasses to discharge all its obligations hereunder and lessee has budgeted and available for the current fiscal period su fcierA if m 4 to comply with its obligations hereunder, (c) There are no pending or threatened lawsuits or administrative or other proceedings eoritesSM the authority for. authorization or performance of or expenditure of funds pursuant to this Agreement; (d) Information supplied and statements made by Lessee in any financial statement or current budget prior to or contemporaneously with this Agraemerrt are true and correct; need is not (e Leessseee has an immediate need for, and expects to make Immediate use of, substantially aD the Property which peeled to diminish in the foreseeable future; specifically. Lessee will not give priority or parity In the appropriation of funds for the acquisition or use of any additional property for purposes or functions similar to the Propertyra; (f) There are nn circumstances presently affecting the Lessee that could reasonably be expected to after its foreseeable need for the Property or ac.ersey affect its ability or willingness to budget funds for the payment of sums due hereunder. (g) Lessee's right to terminate this Agreement as specified in Paragraph 2 hereof was net an independently bargained. for consideration, but was Included solely for the purpose of complying with the requirements of the laws of the State in which Lessee is located; and (h). Lessee will execute or provide, as requested by Lessor, such other documents and information as are reasonably necessary with respect to the transaction contemplated by this Agreement, including, without limitation, the record relating to this Agreement as required for examination by the Attorney General of the State of Texas pursuant to Art. 2368a $ V T.C.SA 5. Use and Licenses. Lessee shall pay and discharge all operating expenses and shall cause the Property to be operated by competent persons .only. Lessee shall use the Property only for its proper purposes and will net install, use, operate or maintain the Property improperly, carelessly, or in violation of any applicable law, ordinance, rule or regulation of any govemmental authei!), or In a ee manner contrary to the nature of the Property or the use contemplated by its manufacturer. Less shall keep the Property at the iocbVon stated on the Certificate of Acceptance executed by Lessee upon delivery Of the Property, until Lessor in writing permits its removal, and the Property shall be used solely in the conduct of the Lessee's operations. Lessee shall obtain, at its expense. OR registrations, permits and licenses, if any, required by law for the installation and operation of the Property. License plates used on the Property shbil be issued in the name of the Lessee. If a certificate of title is issuable with respect to the Property, it shall be delivered to the Lessor showing the interest of the Lessor. 6. Maintenance. Lessor shall not be obligated to make any repairs or replacements. At its own expense. Lessee shall service. repair and maintain the Property in as good condition, repair, appearance and working order as when delivered to Lessee hereunder, ordinary wear and tear from proper use alone excepted, and shall replace any and all parts thereof which may from time to time become worn out, lost, stolen, destroyed, or damaged beyond repair or rendered unfit for intended use, for any reason whatsoever. ell of which replacements shall be free and clear of all hens, encumbrances and claims of others, and shall become part of the Property and subject to this Agreement. Lessor may, at its option, discharge such t"-- . expenses and insurance premiums neces- sary for the repair, maintenance, and preservation of the Property and all sums so expended shall be due from Lessee in addition to rental payments hereunder. • 7. Alterations. (a) Lessee may, at its own expense, install or place in or on, or attach or affix to, the Property, such equipment or accessories as may be necessary or convenient to use the Property for its intended purposes provided that such equipment or acces- sories do not impair the value or utility of the Property. All such equipment and accessories shall be removed by Lessee upon termi. nation of this Agreement, provided that any resulting damage shall be repaired at Lessee's expense, Any such equipment or n r LJ to the Property (b) Without the written consent of Lessor. Lessee shag not make any other akerrat oem mod�ut+ms or rarpaorempd5 shall immediately be once part the Property, subject to theprprovisrsions hhereof, VA"ccuut w of Lessor Loewe shall not affix or attach any of the Property to any real property. The Properly snarl remain personal property reyaroless a wlbtrraf it becomes affixed or attached to real property or permanently rests upon any rest property of any unprovetrant thereon. 8. Lies. Lessee shall not OirecW or indireetry create, ineur astxune or suffer to exist any mortgage, security ayeresL pledge, lien, charge, encumbrance or claim an or with respect to the • respective rights of Lessor and Lessee hereunder.+0'• t9g_ thereto, rx any interest therein, etxrspt flee Property .fro Damage or Destruction of Property. Lessee shall bear the entire risk of loss„ damage, theft. or destruction of the y every cause whatsoever and no loss„ damage, destruction or other event shag release Lessee from the obliga- tion to pay the full amount Of the rental payments or from any other obiigation under sws Agreerrem (a) in the evard that all or any part of the Property is lost, stolen, destroyed or damaged beyond repair. Lessee shall replace the same with like property in good repair of like value at Lessee's sole can and expense as soon thereafter as possible and any such replacement shall become subject to this Agreement If insurance is in effect with respect to the Properly, insurance proceeds received by lessor with respect to any such casualty shall be paid to Lessee if such Property is replaced by Lasses as requpred hereunder. (b) if Lessee fails to replace such Property as required, Lessor may at its option terminate this Agreement as to that part of the Propery loaf, stolen, destroyed or damaged beyond repair. and recover from Lessee the amount of the unpaid principal balance applicable to Properly lost, stolen, destroyed or damaged beyond repair as of the last date on which s payment was made pursuant to Paragraph 1 hereof, together with interest thereon at the rate specified in Exhibit 8 from such paynuerrt date to fhe cafe of such termination, and less insurance proceeds, if any, received and retained. H Lessor exercises its option Aererrot , the print, pal portion of the payments required to be made thereafter by Lessee pursuant to Paragraph 1 and the subsequent Option to PrueheSs Values set forth in Exhibit B shall be reduced in the proportion which the original casn sale price of the part of the Property iosL stolen, destroyed or damaZed beyond repair bore to the aggregate original cash sale price of the Property described in Exhibit A. 10. Insurance. Lessee shall at its own expense provide for the term of this Agreement eomprebensiva liabW insurance with respect to the Property, insuring against such risks and in such amounts as are customary for lessees of propeiv of a character similar to the Property. Lessee shall additionally at its own expense provide for the term of this Agreement casually higgrannce with respect to the Properly, insuring against customary risks in an amount not less than the Option to Purchase Value as at the last preceding payment date as set forth in Exhibit B. Insurance proceeds from casualty losses sea;. be payable solely to the Lecsar,� subject to the provisions of Paragraph 9. All insurance policies $hail be with insurers autlroraed to do business in the $taco. where the Property is located, shall name Lessor and Lessee as insureds as their respective interests may appear, shall petierids for written notice to Lasso of acnpayrfant of premiums due and shall provide for ter. (10) days written notice to Lessas price to cancellation or alienation. lessee shall upon request deliver to Lessor evidence of the required coverages, together with pit Pry p receipts. Upon prior consent of Lessor, Lessee may elect to sW- insure as to the comprehensive liability and casually irm mil q. which election shall be made on the Certificate of Acceptance. Lessee shall carry, and require any other person or entity waki. on, in or about the Property to carry, workers compensation insurance for employees on, in or about the Properly. Lessee faft for any reason to compy with the provisions of this Paragraph 30, Lessee shall indemnify and save harmless, end, at Lessee's soy expense, defend lessor and its agents, employees, officers and directors and the Property against at1 yaks of toss not taerered by insurance 11. Indemnification. Lessee shall indemnify and save harmless Lessor and its agents, employees, of cars and dkeCtars iron and, at lessee's expense, defend Lessor and its agent, empk>ytes, Officers and directors against of Fabigli obfigDtiOtK. kxses. damages, penalties, claims, sectors, costs and expenses (including but not limited to reasonable attorneys' fees) of whatsoever kind ce nature which in any way relate to or arise out of this Agreement or the ownership, rentaL possession, operation!, edition. Sale or ® return of the Property. All amounts which become due from Lessee under this Paragraph 11 shall be credited with any amounts received by the Lessor from insurance provided by the Lessee, shall be payable by Lessee within thirty (30) days following demand therefor by Lessor and shall survive the termination or expiration of this Agreement. 12. No Warranty. EXCEPT FOR REPRESENTATIONS, WARRANTIES AND SERVICE AGREEMENTS RELATING TO THE PROP- ERTY MADE OR ENTERED INTO BY THE MANUFACTURERS OR SUPPLIERS OF THE PROPERTY. ALL OF WHICH ARE HEREBY ASSIGNED TO LESSEE, LESSOR HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY, DEPRESS OR IMPLED, AND ASSUMES NO OBLIGATION WiTH RESPECT TO THE TITLE, MERCHANTABILITY, CONDITION, QUALITY OR FITNESS OF THE PROM1 ERTY DESCRIBED IN EXHIBIT A FOR ANY PARTICULAR PURPOSE OR THE CONFORMITY OF THE PROPERTY TO SPECIFIGTUM OR PURCHASE ORDER ITS DESIGN, DELIVERY, INSTALLATION OR OPERATION. All such risks shall be borne by Lessee without in any way excusing Lessee from its obligations under this Agreement Lessor shall not be liable to lessee for any damages on account of such risks. All Claims or actions on any warranty so assigned shall be made or prosecuted by Lessee, at its sole expense, upon prior written notice to Lessor. Lessor may, but shall have no obligation whatsoever to, participate in such claim or action on such warranty, at Lessors expense. Any recovery under such a warranty shall be made payable jointly to Lessee arW Lessor. 13. Option to Purchase. Provided Lessee has complied with the terms and conditions of this Agreement, Lessee shag have the option to purchase not less than all of the Property which is then subject to this Agreement "as is" at the payment date and for the Option to Purchase Values set forth in Exhibit B, or such adjusted Option to Purchase Value as may have been determined in accordance with Paragraph 9 hereof, by giving written notice to Lessor not less than sixty (60) days prior to the date specified in Exhibit B for the exercise of such option; provided that upon Lessee's timely payment of all payments speafied in ExhitMt B sell the Final Purchase Option Pric :, Lessee shall be deemed to have properly exercised its option to pure txase the properly and Shag be deemed to have ar-quired all of Lessors right, title and interest in and to the Property, free of any hen, ertcu►rxbrarrce err sexevilr interest except such liens, encumbrances or security interests as may be created, or permitted and not discharged, by Lessee bnrt without other warranties. Payment of the applicable Option to Purchase Value shall occur on the applicable purchase date spexiTed x1 Exhibit B hereto at which time Lessor shall, unless net require~ hereunder. deliver to Lessee a quitclaim big of sale tram Lessor's interest in the Property to Lessee free from any lien, encumbrance or security interests except such as may be created, or permitted and not discharged, by Lessee but without other warranties. Upon Lessee's actual or constructive payment of the Option to Purchase Value and Lessor's actual or constructive delivery of a quitclaim bill of sale covering the Property, this Agreement shall terminate except as to obligations or liabilities accruing hereunder prior to such termination 14. Default and Lessors Remedies. (a) The occurrence of one or more of the following events shall constitute an Event of Default, whether occurring volun- tarily or involuntarily, by operation of law or pursuant to any order of any court Or Bow eminentaI agency (1) Lessee's failure to make any payment hereunder when due or within ten (10) days thereafter; (2) Lessee•$ failure to comply with any other covenant, condition or agreement of Lessee hereunder for a period of ten (10) days after notice thereof; date made• (3) Any representation or warranty made by Lessee hereunder shall be untrue in anv, material respect as of the (4) Lessee shall make, permit or suffer any unauthorized assignment, transfer or other distnsition of this Agree - (5) or any interest herein, or any part of the Property or any interest tnerein; or p (5) Lessee becomes insolvent or admits in writing its inability to pay its debts as they mature or applies for. consents to, or acquiesces in the appointment of a trustee, receiver or custodian for the Lessee or a substantial part of its property, or in the absence of such application, consent or acquiescence, a trustee, receiver or Custodian is appointed for Lessee or a substan- tial part of its property and is not discharged within sixty (6D) days; or any bankruptcy, recaganization, debt arrangement, morstor• ium, or any proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding, is instituted by at against Lessee and, if instituted against Lessee, is consented to or acquiesced in by Lessee or is not dismissed within sixty (60) days. (b) Upon the occurrence of any Event Of Default specified herein Lessor may at its sole discretion exercise any or a of the following remedies, (1) Enforce this Agreement by appropriate action to Collect amounts due or to become due hereunder, by acceltr� ration or otherwise, ar to cause Lessee to perform its other obligations hereunder in which event Lessee shag be liable for all costs ® and expense in E 1�1 Ll U l u and remove and rein fh &klin a for Lessee s *1 the aoeoue w v a a'anjdi and shall be liable for all coats`snd expenses incurred by Lessor In connection, therewith arm the a to be paid pursuant to Parayaph 1 hereof and the amounts revolved and to be recWwad by reletting: (3) Terminate this Agreement and repmess the Property, in which event Lessee shall be MW t mW amoesb t payable hereunder through the date of such termination and aN costa sad incurred by Lessor in t omhatii i; a i ii eti (4) Sell :the Property or any ponion thereof far Lessors account at pub6e or V - to sa(e, for nsb� � out demand on or notice to Lessee of Lessors nrteintion to do so, or elan the Property far a term and a rental which = greater than or less than the rental and term provided herein. If the proceeds from any such aale or rerfal pslnamts rla0ewad tlt>idf a new agreement made for the periods prior to the expiration of this Agreement are less than the sum at 17 the cam of Such epos session, sale, rekrcatrort,' storage, reconditioning, refetting and n"astellation (including but act frniN to reasaenabla amarrrit 1sesL (ii) the unpaid principal balance derived from Exhibit .B as of the last preceding payment date specified in Exhibit B and (� past due amounts hereunder (plus interest on such unpaid principal balance at the rate spetwed in Exhleit B sad interasi as past due amounts at the fate specified in Paragraph 19 hereof, prorated to the date d such sale), all d dh.,. ttbp lea paid fo; :` Lessor, Lessor shall retain all such proceeds and Lessee shall remain liable for any defy angr of (5) Pursue and exercise say other remedy avaliable at low or in equity, ac which evert Lessee shop be ft" .? for any and all costs and expenses incurred by lessor in commotion SlrerewWL Cosa and mrpensas". as that iaeen Ts uead jej Las Paragraph 14, shall mean to the extent allowed by law: (i) reasonable attorneys' fees if the =ease Is referred for Conoco= m an attorney. not a salaried employee of Lessor or the holder o1 this Agreement (,) court eons and disbursmr enbi; " apeb costs in the event of any action necessary to secure possession of the Property.. and (M) actual and reasonable 040vo t all- penes incurred In connection with any repossession or foreclosure, including cost of storing, reconditioning and raemn *e;pap arty, subject to the standards of gootl faith and commercial reasorrablerress set by the applicable Uniform commercial Code. Llilsete waives sal rights under all - exemption laws. (6) Under no circurnitence shall Lesste be liable under paragraph 14 (b) for any amount in meows of the elan appropriated pursuant to paragraph 1 hereof for' the previous and current fiscal years, less all amourds pmviou* dire rsmd paid during such previous and current fiscal years from amounts so appropriated, •15. Termiraifion. Unless Lessee has property exercised Its option to purchase pursuant to Paragraph 13 bored, I omma sh upon the expiration of the term of this Agreement or any earlier termination hereof pursuant to Paragraph 24 bared delim ,tb Property to Lessor unencumbered and in at least as good condition and repair as when delivered to Lessee, o a_wy weer aad tact resulting from proper use alone excepted, by loading the Properly, at Lessee's sole expe.;se, aft such carrier. or fha Property to such location, as Lessor shall provide or designate at or within a reasonable mince from the genew iiotatioa the ; Property. H Lessee fails to deliver the Property to Lassa , as provided in this Paragraph 15, on os before the date d termirnstian d this Agreement, Lessee shall pay to lessor upon demand. for the hUid Oyer perioC, a p^rtiat of the toW psymeat fir the apppeable period e: set forth in Exhibit B prorated from the date of termination of this Agreemert to the dste Lescee entw radeli' fits Property to Lessor or Lessor repossesses the Property. lessee hereby waives any right whirr R chow has ar wfhicA may b !ed `.;;. or conferred upon n by any law or order of any court D< other governrtlental authority to terminste this Ag►nemrert m its obpgaAiaas: hereunder, except in soeordence with the express provisions frereaf. 16. Assignment and Sublease, (a) Without the prior written consent of Lessor. Lessee shall not n assign, transfer, pkfte or hypothaaEa or coma. wise dispose of this Agreement. the Property, or any part thereof or any interest therein, (d) sublet the of or (iii any Pot ' permit the Property to be used for arty purpose not permitted by Paragraph S hared. (b) lessor shall be entitled, upon compliance with the provisions of this Paragraph 16. with or without =Man to or the, consent of Lessee, to sell, assign or transfer all or any part of Lessors right, title and interest in. to and under this Agreatt (including, without limitation, rights in the Property and all payments of any kind due or to become due). Any such prrrdraser(s), assignee(s) or transferee(s) shall thereafter (jointly, it more than one) be deemed lessor hereunder. Any such (s), assigrroa(s) or transferee(s) will have made no representation or warranty, and therefore will assume no obligation with respect to the taw'or[a chantability, condition, quality or fitness of the Property for any particular purpose, or for the enforcement of any warranties or serwee agreement made or assigned by the initial Lessor to Lessee. Upon receipt or written notice of sale, assignment or transfer of an a'. part of Lessor's interest hereunder. Lessee agrees to attom to and recognize such purchaser(s), assignee(s) a trernlaeats (jointly, it more than one) as Lessor(s) under this Agreement and to execute and deliver such certificates er other irlalrnmhreats as may reasonably be requested, including separate acknowledgements of assignment and atternment certificates. No sale. or transfer of all or any part of Lessors rights in or under this Agreement, the Property, or any payments or other duns to, become due hereunder shall be effective unless O made pursuant to a writing setting forth the interest being sold, sasign id or transferred and the name and address of each seller, assignor or transferor and of each purchaser, assignee ar tw .i feree and (ii) (a) a copy of such writing shall have been received by the initial Lessor or (b) if required in the Agreement,; a .: copy of such writing shall have been received by a nominee acting on behalf of the original Lessor. H set forth in such wriitn any such sale, assignment or transfer, upon becoming effective, may be deemed to have occurred on a date prior to its effective in accordance with the preceding sentence. The initial Lessor or nominee, as the case may be; shall maintain ni Me: containing such sales, assignments or transfers and shall keep a record thereof. Neither the initial Lessor nor the nominee 5W. have any liability under the preceding sentence, or pursuant to any agreement covering the obligations described therain, except , for wilful misconduct or gross negligence. By making or accepting any such sale, assignment or transfer, each seller, assignor of transferor and each pureneser, assignee or transferee agrees to keep permanently in its records a copy of the related writing mW1nr1;;' such sale, assignment or transfer. 17. Personal Property. The Property is and shall at all times be and remain personal properly. 18. Lessor's Right to Perform for Lessee. if Lessee fails to make any payment or perform or wimpy with any of its cove- nants or obligations hereunder, Lessor may, but shall not be required to, make such payment or perform or comply with such covenants and obligations on behalf of Lessee and the amount of any such payment and the expenses (including but not limited'::! to reasonable attorneys' fees) incurred by Lessor in performing or complying with such covenants and obligations, as the case mays ", be, together with interest thereon at the highest lawful rate, shall be payable by Lessee upon demand. J 19. Interest on DefaulL If lessee fails to pay any payments specified in Paragraph 1 hereof within ten (10) days after the due date thereof, Lessee shall pay to Lessor interest an such delinquent payment from the due date until paid at the highest lawful rate. 20. Notices. Any notices to be given or to be served upon any party hereto in connection with this Agreement must be in' writing and may be given by certified or registered mail, and shall be deemed to have been given and received I.V.ight (48) hours after a registered or certified letter containing such notice, postage prepaid, is deposited in the United States mail, and q given otherwise shall be deemed to have been given when delivered to and received by the party t-) whom it is addnased. SueA' "r`i notice shall be given to the parties at their respective addresses designated on the signature page of this Agreement or at such otfna;'s address as either party may hereafter designate. « 21. Security Interest As security for Lessee's covenants and obligations hereunder Lessee hereby grants to Lsso, and heirs, successors, assigns and personal representatives, a security interest in the Property, all accessions thereto and proceeds ;; therefrom, and, in addition to Lessor's rights hereunder, all of the rights and benefits of a secured party under the Uniform Con• ": mercial Code as in effect from time to time hereafter in the state in which the Property is located or any other state which my) ==' have jurisdiction over the Property. lessee agrees to execute. acknowledge and deliver to Lessor in recordable form upon request e a • financing statements or any other instruments with respect to the Property or this Agreement eonsieered necessary or desirable by Lessor to perfect and continue the security interest granted herein in accordance with the laws of the applicable jurisdiction. 22. Miscellaneous. A (a) Lessee, shall, whenever requested, advise Lessor of the exact location and condition of the Property and shs0,giw F! v • „. Lerssar hnmsadLta- naRiea of !ny attnardt or otlrer Jndidw Napes 1ba,Peppeep. lInd hrOpmnlfy seed leers fasRar heals frond 01i less or dean eoue.d tti.raby. Lessor nW for ude purpose st a0 eassansbla Heels enter raper eery 104 building er place widna the, Proper�r _and the books and raeords n the Lssaaa rspb {reaped thafato sea loeaed i (b) Time Is'of tlra essada. No oosraamt or obligsda a berewidar to bs-yerto mW Iq/ Legge wq► M wdasd easpt by anion tan ootuaR of Lsstror anti ■ wahrtr of aeSr sorb Ctmwarart er. or a: toeburasea m bsselta rer� ar4 sse s s oaasion, :Shalt not mnstlOrEd ar betested as a maven of sasb rent or .ar :my F M.0 sovwest ar as lo;,atgr other ooaesiost and: deal root peteinrde Lessor from emir remedy at- erg Nor time paler to iba LaatasAi sea d t6a ooledtttta .; ',; gh l;� to snf4 ranrady Lasserri rights barandsr ens CLUrAdoun amd no a naatlw� (e) Tbk shag be construed and gorKMd in a000msanea edtle the pas of tba Sete in whie� Lasses, a kaZa in dfee3 fronn these to 1bnR,,; and shall be performable p Dan Counpl. Traas~ (� This ANe•t1reM oDnst101etes iM errlfea sg'reenserR behsaeo the parties and shelf Prot be M , died, araiaad. d�4 taminaled, amended, altatd or tda� in any Rasped except by a umitt�n doearrtrert s19Md by beih Lesser mad Lasses, the extant ot)wds tow -or. Prodaon of this AgrCMM* fared to be NohMOM ty.dw Or abaf be besflaWaa.ta �semert. prohlbidon p wdadonxusbirigr without. tD the extant rsasorub4r possible uae� tlr re�aspdar of (f) The Lessor hera w4er shall have the rW* at any time or times, by notice to Lessee, to - Ig -a or apposed anSl person or WMW to set ani agent or anestee for Lessor for any purposes h�rdw. (� ° Lessee. rriU= lnmpdis;ey molly teener of any change occuerirsg in or to the Properyr. of a t� in LMSgM% sddmm or in any fact of tan�mdstanca Warranted ar represented by Lessee to Lassa; or lf (h) Use of 1M nester gender herein Is for any o Event of Dee arenas. the masculine or farrsiniM gander whenever and whtaavar apPu+pase:praprptaof ,00�erdasca and shag deemded to mraan add toetOAa or provkions MnTM typtbns set fodh herein an for eorwasience of referion” any and shag INC delFne or limit wry of tba >sNnrs as otherwise provided herein, this Agreement SW be binding upon and tease to the bo"a of tut part>.s herd* and & Except respective hells. eaewtors, adminiistrah Isgd soot UMS snag assli when permtettd by 14b IN ITNESS WHEREOF. the parties have esacrohd this Agreemena as of tua by er- " LESSEE; BY (Name) (rine) (Address o! Lesson (E W. Coungr. Stets. Zip Code) ® STATE OF COUNTY OF (Name) (Title) (Address of Lasses) (s,0. Cauft State. Zip Coda) This instrument was acknowledged before ma on lg__ by of on behalf of said er . [SEAL) My Commission Expires: STATE OF TEXAS COUNTY OF DALLAS Notary Public. State of Notary's Name Printed This instrument was - acknowledged before me on lg by corporation. of Mercantile National Bank at Dallas. N.A., a national banking association, on behalf of said [SEAL] Notary Public. State of Texas My Commission Expires: Notary's Name Printed OPINION OF COUNSEL The undersigned attorney has acted as legal counsel for the Laser idertlGed in the foregoing lease. - purchase agreement. and has reviewed such leese•purehase agreement. all other relevant documents, applicoWe COfgtdrtior M parOVi� sions, statutes, ordinances, and regulations•, and it is the opinion of the undersigned that the Lessee is a stab, an agency d'a statq or a political subdivision of a state, that Lessee has full power and authority to enter into the Lease Purchase AgreendersR that the Lease: Purchase Agreement hes been duly authorized, executed and delivered by Lessee, and is a valid and binding obAgr Won of Lessee eriipp, able in accordance with its terms, assuming due authorization; execution and delivery by the Lessor nomad herein, sitisct to bankruptcy, reorganization and other similar laws or equitable principles of general application affecting the enforceabidly of erect rights. ® �_ et - o - 1�1 r1 u C] .] MIBIT "B" Rate: 9.4492 PAYMENT DATE PRINCIPAL INTEREST ANNUAL PORTION PORTION PAYMENT 1 04 -03 -85 22,426.61 6,976.89 P 29,403.50 2 04 -03 -86 24,545.70 4,857.80 29,403.50 3 04 -03 -87 26,865.02 2,538.48 29,403.50 73,837.33 14,373.17 88,210.50 Le 27,225.06 This"Offer, as act forth in the Agreement bellow, may to trooepted alibi by airing wnatr nagee to Lessm prior wW such acceptance shall not be effective until actually received by Lasser THIS LUSE- PURCHASE AGREEMENT (hereinafter referred to as "Agreement'•) by and beiweaf Elweantife Capita larkats„ a unit of Mercantile National Bank at Dallas (as agent), a national banking association (yemindW telereM to as "LessOr7, and The City of Baytown a Poltical subdivisioa at the stone as Texas Owainafter referred to as .,Leirsee,7. WITHESSETIt In consideration of the mutual amenarits and conditions hereinafter set forth, no parties Itcrelb agree as in w 2. Term and Payments. Lessor hereby leases to Lessee and Lessee hereby leases fact Lessor, the pmpwW described is Exhibit A hereto (hereinafter, witn all replacement parts„ substitutions, proceeds, increases, additions„ accessions repairs and acces- sories incorporated therein or affixed therato, referred to as the "Pn*er /7 for the amounts to be paid in the sums and oa an dates set forth in Exhibit 6 hereto. The term of this lease shall commence upon acceptance Of possession of the Property by Lessee (or acceptance by Lessee of delivery of the first item of Properly if this Agreement involves multiple item of Properw. shall Continue until the end of Lessee's current fiscal period, and thereafter for Suds additional fiscal periods as necessary to r -mplcts the anti. apated total lease term set forth in Exhibit B. unless earlier terminated as provided he, it items of Prelxxq we delivered In- dividually or in groups, it is agreed that each item shag be subject to this Agreement upon Les sae's acceptance, tlwrw and that the payments due with respect to each item or group of Properly may be set forth on separate Exhibits B. which SW the aid to and be part of this Agreement. Lessee's right to terminate pursuant to Paragraph 2 of this Agreement applies a* to the Prop arty 2 whonotwithstanding that the amounts owed are set forth in more than one Exhibit B. prtation of funds id make all PProP Lessee a8� that it will take all necessary � aid make �� for the � payments called for under Exhibit B and use Its best efforts fix cause such appropriations to be mods. In the event that (i) payments for the succeeding fiscal period cannot be mede, (ii) Lessee has wilco sted all Jogifb avail. able. means for making the Payments called for under this Agreement, (iii) Lessee has invoked and diligently pursued an MW I procedures by which payments called far under this Agreement may be made, (lw) sru:lr failure to otrtaitr futrds has not resul0ed from •any act or failure to set of Lessee. (vj Lassa has fiat acquired, a.►d has no intent to acquits during the fiscal pario4 now of property having functions similar to those of the Property or which provide similar benefits to Lase and (vee) no funds have been appropriated for the acquisition of such equipment, Lessee may terminate this Ag eanesK at the trr0 of any fiscal pp�arr�roodd during the Payment schedule sell forth in Exhibit B by giving notice to Atertantile Capital Marlrets at P. 0. Box 225415. Desaa� i Taus 75%5 or at such other Place as Lessor or its successors and assigns may from time to time beroaftev demote at West 60 days prior to the first day of such fiscal period for which appropriations cannot be made. Such failaee to obtain proper appropriation and approval of the full amount of funds necessary to make required payments hereunder during any feat period subsequent to the current fiscal period shall terminate all of Lessee's riSK title and interest in and obligations under this AglraentgR[ and to all the Property, effective on the last dap of the last fiscal period for which appropriation or approval was properly obtaOed. In the event of termination for non - appropriation at the end of any fiscal period, interest at the rate set fait in Exhibit B shall he paid by Lessee to Lessor from the date of the fast payment through the fast day of the fiscal year. 3. Taxes. In addition to the payments to be made pursuant to Paragraph 1 hereot Lessee agrees to indernn& and hold Lessor harmless from and against and to pay Lessor, as additional rent, on demand an amount equal to an hiiertse, ttetttr, sales, use, real or personal property, gross receipts or other taxes, levies. imposts, duties or charges. if any. any penalties, fines or interest thereon imposed against or on lessor. Lessee or the Properly by any govesnpmereta 0114► upon at with respect to the 7�nyF or the puoperatim return or sate of, or receipt of payments tor, the Property, excepI or state l essor. Lessee may contest any suds prior to R0` rent provided such s not loss of the Rnperly or any 4. Lessee' and Repraamrtatlons. Lessee txevenarrts and represents as follows (a) Lessee rewhich ,and will provide an opinion of its eounsd to the effect tfraL d has fug power and autlmn'gr to ether into this Agreement which has been duy authorized, exeanted, and delivered by Lessee and is a valid and bind'mg obiigeoion of Lessee enfo .11 W. in accordance with its terms; and all requirements for execution, delivery and Pei for.. — of this Ag+eametd have been or will W. complied with in a limey manner; (b) All payments hereunder have been. and will be duty authorized and paid whet! due out of funds than en hared aria legally available for such pu► pose Lessee will to the extent pemutted ty State law and other terms and conditions of tWs AgrW meat, include in its budget for each successive fiscal period during the term of this Agreement a sufficient amount to permit Lessee to discharge all its obligations hereunder and Lessee has budgeted and available for the current fiscal period sufficient funds to comply with its obligations hereunder; (c) There are no pending or threatened lawsuits or administrative or other proceedings continft the aulhmtt tor. authorization at performance of or expenditure of tends pursuant to this Agreeme= (d) Information supplied and statements made by Lessee in any financial statement or utrteld budget prior to or contemporaneously with this Agreement are true and correct (a) Lessee has an immediate need for. and expects to make immediate use of. subslerntiaty all the proper need is not temporary or expected to diminish in the foreseeable future; specifically. Lessee wiFl toll give Dtlo^b or parrgr' fir the appropriation of funds for the acquis+tior. or use of any additional property for pu or functions similar to the PropeWs; (f) There are no circumstances presently affecting the Lessee that could reasonably be expected tb after Its laeseea6le need for the Property or adversely affect its ability or willingness to budget funds for the payment of sums due hereunder. (g) Lessee's right to terminate thii Agreement as specified in Paragraph 2 hereof was not an independently bargained- for consideration, but was included solely for the purpose of complying with the requirements of the laws of the State in which Lessee Is located; and (h) Lessee will execute or provide. as requested by Lessor, such other documernit and information as are reasonably necessary with respect to the transaction contemplated by this Agreement, including, without limitation, the record relating to this Agreement as required for examination by the Attorney General of the State of Texas pursuant to Art 2368a 2. yTC.SA S. Use and Licenses. Lessee shall pay and discharge all operating expenses and shall cause the Property to be operated by competent persons only. Lessee shall use the Property only for its proper purposes and will not install, use, operate or maintain the Property improperly, carelessly, or in violation of any applicable law, ordinance, rule or regulation of any governmental autf aft. or in a manner contrary to the nature of the Property or the use contemplated by its manufacturer. Lessee shall beep the Property at the location stated on the Certificate of Acceptance executed by Lessee upon delivery of the Property, until Lessor in writing permits its removal, and the Property shall be used solely in the conduct of the Lessee's operations. Lessee shall obtain, at its expense, all rV tProperty tions, permits and licenses, if any, required by law for the installation and operation of the Property. License plates used on shall be issued in the name of the Lessee. If a certificate of title is issuable with respect to the Properly. It shall be delivered to the Lessor showing the interest of the Lessor. 6. Maintenance. Lessor shall not be obligated to make any repairs or repracements. At its own expense. Lessee shall serviM repair and maintain the Property in as good condition, repair, appearance and working order as when delivered to Lessee hereunder, ordinary wear and tear from proper use alone excepted, and shall reple:ce any and all parts thereof which may from time to time become worn out lost, stolen, destroyed, or damaged beyond repair or rendered unfit for intended use. for any reason whatsoever. all of which replacements shall be free and clear of all liens, encumbrances and claims of others, and shall become part of the Property and subject to this Agreement. Lessor may, at its option, discharge such costs, expenses and insurance premiums neces- sary for the repair, maintenance, and preservation of the Properly and all sums so emended shall be due from Lessee in addition to rental payments hereunder. 7. Atteratiorm •(a) Lessee may, at Its own expense, Install or place In or on, or attach or affix to, the Property, such equipment at accessories as may be necessary or convenient to use the Property for its intended purposes provided that such equipment or saes. swies do not impair the value or utility of the Property. All such equipment and accessories shall be removed by Lessee upon termi. ® nation of this Agreement, provided that any resulting damage shall be repaired at Lessee's expense. Any such equipment at accessories not removed shall become the Properly of Lessor. :7 v • . to the Property Without the iced written consent mitt d hereunder. shag trot Malta arty ~ aftwaboM mo�Gcutione or knprorartle DertY except a required or permitted subject tot Any provisions tiered. �rucations or to the PrePeutY shall Imn'ediataly become pert d the Properly, subject to the provisions hereof. WAhout the prior wti>tah of Lessor, tassel shall not strut w attach any of the Praperl, to any real prop". The Property shelf remain personal property nit of of wLes m K becomes affixed w attached to reel property or parmarhanttjy reap upon any ram property, or any fmpfpveraet tlteraoa & Lens Lessee shag tot direeUy or fvt9fscUy create, fgCIM. assume or suffer :o exist any Mortgage, reality P110498. lien, Charge, encumbrance or claim on or with i1 pr to the properly, title thar'ato, war it reap thCtalf� respective rights of Lessor and Lessee hereunder, ty efcpept the 9. Damage to w D&dnxtiott of Property". Lessee shall bear the entire risk of loss, damage, thelL or dot of an Property from any and every cause whatsoever and no bas, damage, destruction or cater evert shall release Lessee from the tdti - tion to pay the full amount of the rectal payments or from any other obligation under this Aflreemmt (a) In the event that all or any part of the Property is lost, stolen destroyed or damaged beyond repair, Lessee duo replace the some with like property in good repair of bke value at Lessee's sole coat and expense as soon thereafter as possible and any such replacement shall become subject to this AgreemenL if insurance is in effect with respect to the Property, it urance prep received by Lessor with respect to any such Casualty shall be paid to tessae d such Property is replaced by Lessee as required hereunder. (b) y Lessee fails to replace such Property as required, Lessor may at its option terminate this Agreement as to that part c the Property lost, stolen, destroyed or damaged beyond repair, and rexver from Lessen the amount of the t 40W primcipel balance applicable to Properly lost, stolen, destroyed or damaged beyond repair as Of the last date on which a peynteet was made p++tsuant to Paragraph 1 hereof. together with interest thereon at the rate specMW in Exhibit B from such payment date to the date of such termination, and less insurance proceeds, if any, received and retained, H Lessor exercises fffi opti0tt hereunder. tlit , Pal portion of the payments required to be made thereafter by Lessee pursuant to Paragraph 1 and the subsequet Option to Purddse Values set forth in Exhibit B shall be reduced in the proportion which the original cash sate price of the pert of the properly lest, stolen, destroyed or damaged beyod repair bore to the aggregate original cash sale price of the Properly described in Exhibit A. 10, Insurance. Lessee shall at its own expense provide for the term of this Agreement with respect to the Property, insuring against such risks and in Such amounts as are custom for lessees of Properly similar to the Property. Lessee shall additionally at is own expense provide for the term of this Agreemet infsnraaoe with respect to the Property, insuring against customary risks in an amount not foss than the Option to purchase Vakte as d iAt last preceding payment crate as set faith I.. AlExhibit Insurance [usuali i proms: from cam -ally losses shag be payable softy to the Lessor. subject t0 the provisions of Paragraph 9. All insurance policies shall be with insurers authorized to do (til5irheas in t11a Pratt where the Property is located, shall .Fame Lessor and Lessee as insureds as their respeetira irrtetaats rosy appea , in t e st" for written notice to Lessor of nonpayment of premiums due and shall provide for ten (10) days written notice to Lesser to cancellation or alteration. Lessee shall upon request delver to Lessor evidence of the required coverages togetther, r prior with pro receipts. Upon prior consent of Lessor, Lessee may elect to self- insure as to the comprehensive liability and which election shall be made on the Certificate of Acceptance. Lessee shall carry, and require any other person or entity wolWo on, in or about the Property to carry, worker's compensation insurance for employees on, in or about the Property. ff Lessee faft for any reason to comply with the provisions of this Paragraph 10, Lessee shall indemnify and Sava harmle Lessee's an" expense, defend Lessor and ifs agents, employees, officers and directors and the Properly against all tislcs d Iota not covered insurance. 11. Indemnifreatlom Lessee shall indemnify and save harmless Lessor and its agents, enh abyees, officers nd directors from and, at Lessee's expense, defend Lessor and its agents, employees„ offices and directors agaruhst tiabitilr, oislgatiara, Losses. damages, penalties, claims, actions, Costs and expenses (including but not limited to reasonable attoriheya' fees) d rlAtomoerw kind at nature which in any way relate to or arise out of this Agreement or the ownership, rectal, possession, o fees) f 4 sett w return of the Property. All amounts which become due from Lessee under this Paragraph 11 shelf be credited with any, amounts received by the Lessor from insurance provided by the Lessee, shall be payable by Lessee within thirty (30) days following demand therefor by Lessor and shall survive the termination or expiration of this Agreement 12 No Warranty, EXCEPT FOR REPRESENTATIONS` WARRANTIES AND SERVICE AGREEMENTS RELATING TO THE ERTY MADE OR ENTERED INTO BY THE MANUFACTURERS OR SUPPLIERS OF THE PROPERTY, ALL OF WHICH ARE HEREBY ASSIGNED TO LESSEE, LESSOR HAS MADE AND MAKES NO REPRESENTATION OR WARRANTY. D SS OR 1 ASSUMES NO OBLIGATION WITH RESPECT TO THE TITLE, MERCHANTABILITY, CONDlTtON, QUALITY OR FITNESS OF ED, AND ERTY DESCRIBED IN EXHIBIT A N. ANY PARTICULAR PURPOSE OR THE CONFORMITY OF VHE PROPERTY TO SPECIFICATIONS OR PURCHASE ORDER, ITS DESIGN, DELIVERY. INSTALLATION OR OPERATION. All such risks shag be ponce by lessee witfharut bit any way excusing Lessee from its obligations under this Agreement Lessw shall not be liable to Lessee for any damages on account of such risks. All claims or actions on any warranty so assigned shall be made or prosecuted by Iessee at its sole e upon prior written notice to Lessor. Lessor may, but shall have no obligation whatsoever to, participate in such Claim or nhCtlan ore such warranty, at Lessor's expense. Any recovery under sextdi a warranty shall be rtwtie payable jointly to { and Lraaa 1io Option to Purchase. Provided Lessee has complied with the terms and conditions of this Agreement, Lessee shag have the option to purchase not less than all of the Property which Is then subject to this Agreement as W' at the payment date and for the Option to Purchase Values set forth in Exhibit B, or such adjusted Option to Purchase Value as may have been determined in accordance with Paragraph 9 hereof, by giving written notice to lessor not less than sixty (60) days prior to the date specified in Exhibit B for the exercise of such option; provided that upon Lessee's timely payment of ail payments specified in Exhibit Bend the Final Purchase Option Price. Lessee shall be deemed to have properly exercised its option to purchase the Prop Ex and shag be deemed to have acqu ,ce all of Lessor's right. title and interest in and to the Property, free of any lien, encumtraarl a Security mug Interest except se:ch liens, encumbrances or security interests as may be created, -or permitted and not discharged, by Lessee but without other warranties. Payment of the applicable Option to Purchase Value shall occur on the applicable purchase data specified In Exhibit B hereto at which time Lessor SShhall, unless not required hereunder, deliver to Lessee a Lessor's interest in the Property to Lessee free from any lien, encumbrance or wur,jr I :teen's sex bs d safe traMfprirhr permitted and not discharged, by Lessee but without other warranties. Upon lessee's actual or constructive Payment of the option n to Purchase Value and Lessor's actual or constructive delivery of a quitclaim bill of sale covering the Property, this Agreement shelf terminate except as to obligations or liabilities accruing hereunder prior to such termination. 14. Default and Lassoes Remedies. (a) The occurrence of one or more of the following events shall constitute an Event of Default whether occurring volun- tarily or involuntarily, by operation of law or pursuant to any order of any court or governmental agency. (1) Lessee's failure to make any payment hereunder when due or within ten (10) days thereafter; of ten (10) days a(t) Lesseehefreotfe to comply with any other c,venant, condition or agreement of Lessee hereunder for a period datr; made; (3) Any representation or warranty made by Lessee hereunder shaft be untrue in any material respect as of the (4) Lessee shall make, permit or suffer any unauthorized assignment, transfer or other disposition of this Agree. ment or any interest herein, or any part of the Property or any interest therein; or (5) Lessee becomes Insolvent or admits in writing its inability to pay its debts as they mature or applies for, consents to, or acquiesces in the appointment of 3 trustee, receiver or custodian for the Lessee or a substantial part of its property - or in the absence of such application, consent or acquiescence, a trustee, receiver or custodian is appointed for Lessee or a substan- tial part of its property and is not discharged within sixty (60) days; or any bankruptcy, reore3nization, debt arrangement; - morator- ium, or any proceeding under any bankruptcy or insolvency law, or any dissolution or ,aquidation proceeding, is instituted by or against Lessee and, if instituted against Lessee, is consented to or acquiesced In by Lessee or is not dismissed within sixty (60) days. (b) Upon the occurrence of any Event of Default specified herein Lessor may at its sole discretion exercise any or all . of the following remedies: ration or otherwise for to cause this tAgreement rfform its appropriate obligations hereunder minunwhhich event Lessee become be liable hereunder. beu � ® and expenses incurred by Lessor, n v and remove and r the spa ie iwLasseem the ft��' or notion aria Shan be liable for ell costs and experraas incurred' ink event Lessee waives eery Coat! order w ar91 Puss d connection rreelabati paid pursuant to Paragraph 1 hereof and the�an ids neo s is o Keraeae an7reudbng ^� b!f Lessor io cutb+aetion (3) Terminate this Agreement aed r VCSS as the �� in which Payable hereunder through the date of such termination and all Costs and ' Lessee sAag be Ilebfe 40r ar4r ereormts (4) Sell the Properpr or any portion thereof for Lessors at p by Lessor in eonnectios �errf out demand on le notice th Lessee Of lessor's inlieotion to do so, or rent the Properq iw a teem mid t � or �'� greater the less tw rental and term � 1% a new a Provided herein. H the tar tse session, sale, relocatio s Pads prior to the expiration of this Agneernerit ateareless tiarh the sum "I r �� u"� (ii) the unpaid n' dioni ^g• n6 and reiresteUation fndudi o tm � � pa' principal balance derived from Exhibit 8 as of the last nQ reoi >irt bo re Past due amounts hereunder (plus interest on such un preceding !>symart data Tot In Eedhibdt B Past due amounts at the rate specified in Paragraph 19 Ptinc�iPal balance the rate specified in Exh;tdt B and pA Lessor. Lessor shall retain all such proceeds and Lessee j Prorated to the date of such sale), an of adlia stft9 be n (5) Pursue and exercise arty other �'r Dade for airy or for any and all costs and expenses incurred remedy emrailab[a at law or in equity, ir. uihid evert t o"" ah" be Rabb Paragraph 14, shall mean to the extent ellOebed r in oonemectiofr therewith. ••Cpats am, Cxpeil es ; as that Lora is used in aft an attorney, not a salaried by laws (n) reasonable a Ys' fees if this Leese fs referred for aareclfoo m costs in the event of emPlcYee of Lss;or w the holder of this Agreement: GU Court ousts and disWrrserrnanta eery action necessary s secure possessiorh of the Property; and run) actual and reasonable atdsTf atr perhses incurred t d in toorineetro^ with any repossession w foreebsure; including cost of With arty, subject ht the s'.andards of gootl faith and commercial b s set by the ing t the IMP. waives all rights under an exemption laws, aPDmpriated (6) Under no circumstance shall Lessee be liable under paragraph 14 (b) for any amount in excess aft* tape during such pursuant and paragraph III yearsfor the Pr nits sand current i S Years, less an amor>Ms prev;ouW, due and paid 15. Termination. Unless lessee has _ upon ropertY Visor unencum�ed and this Agreement as a� earlier tr reattiion� her of purs ant to f *iph 4r , Lem r So resulting from proper use alone excepted. by loading condition and repair as when delivered to Lessee oe� wear � tear Property to such location, as Lessor shall Provide or designate �' within a reason able distaiwe frtxn rriff. ar yq Property. If Lessee fails to deliver the Property to les sor. provided en this this Agreement. Lessee shall pay to Lessor upon demand, fw the hold Chien Paragraph 15, on or before am data of termbrmlpp of perod es set forth in Exhibit B prorated from the date vt termination of this' a of the total payment for the ap¢Cata>ble PcueMrtY t�tessor or Lessor repossesses the Pro Agreernert to the date Lessee GMW hereunder a rt ` w order of any rt w n W°, ny ngfit whutlr d now has w wh aw to apt in aCOOrdence with the express Provisions hereof. authority to terminate this Agmernart or ks opCl;itliona 16. wise cis (a � en tonsert of Lessor Les Pose of this Agreement, the Pro see shall not n assign, transte or (iii) permit the Pro •wen Part thereof or arty interest therein, (ri) sublet theme ape or proof (b) Lasso sshhal bye it perm i�or airy Purpose not permitted by Paragraph 5 hereon i a any Part tfherepf. ® consent of upon compliance with the provisions Cuff this Paragraph 16, with or without notice to or the Lessee, to sell, assign or sfer all or any part of Lessors right, (including, without limitation, rights r,, a Property and all a ale and interest i^, to and under this Agrees assignees) or transferee(s) shall thereafter f' intly, if more than oney be deem oend kind due e eu�rob�� p (s). or transferee(s) will have made no represerrtt M or warranty and therefore will assume no oW mss)• asrti�ree(s) chantability, condition, quality or fitness of the Property for any particular igation with respect to the � circa agreement made or assigned try the initial Lessor to Lessee. y Purp�. or for the enforcement of any warranties or sarvioe Part of Lessors interest hereunder, lessee Pon receipt of written notice of sale6 assignment w transfer of all or any (jointly, if more than one) as Lessors) under a s es to aim to and �ue s� Purchaser(s), assignee(s) or trariale s) may reasonably be requested, including separate acknowledgements of assignment and att r�runerlt or Other irrshlerrs as or transfer of all or any part of Lessors rights in or under this Agreement, cerbflCates. No salmi assigrutse� become due hereunder shall be effective unless (i) made Pursuant to wrritii the Property, or any Payments or other sums to transferred and the name and address of ng Setting forth the in;er-st three and (ii) d a COPY na a such writing shall have each r. � nor or transferor and of each Purchaser assignees for COPY of such writing shall have been received by a nominee acting on ehalfloff the originall)t ssrequired t set mfortth in as any such sale, assignment or transfer, upon becoming ff effective in accordance with the preceding sentence. The Initiale'Lemssorbordnomin e, have occurred on a date prior tD its becetrtIng may containing such sales, assignments or transfers and shalt keep a record thereof.NNeitthherhthe i� Ieesso�r nor � rp�n� a fag have any liability under the preceding sentence, or pursuant to any agreement covering the obligations described for wilful misconduct or gross negligence. 13y making or accepting any such sale, assignment w transfer, each orw transferor and each purchaser, assignee or transferee agrees to keep Permanently in its records a copy of the related writing making VmgeK except such sale, assignment or transfer. 17. Personal ProPerty. The Property is and shall at all times be and remain personal properly 1& Lessors Right to Perform for Lessee, If Lessee fails to make an nants or obligations hereunder. Lessor may, but shall not be y Payment or perform or comply with any of its Cove, covenants and obligations on behalf of Lessee and the amount otga1fe such make such payment or perform w comply with such to reasonable attorneys' fees) inhaled by Lessor in n Payment and the expenses (including but root limited be, together with interest thereon at the highest lawfulrate, shall complying with such Covenants and obligatiatrs, as the case may 19. Interest on Default. If Lessee fails to payable by upon demand, due date thereof, Lessee shall Pay any Payments specified in Paragraph 1 hereof within ten (20) days after the & Pay to Lessor Interest on such delinquent payment from the due date until paid at the highest IeMifW 20. Notices, Any notices to be given or to be served upon any party herein in connection with this Agreement must be in writing and may be given by certified or registered mail, and shall be deemed to have been given . nd received hours after a registered or certified letter containing such notice, postage prepaid• is deposited in the United States mailLar ifj Riven otherwise shall be deemed to have a been given when delivered to and received by the party to whom it is add ressed, Such notice shall be given party rtytmape hereafter er desi naPtective addresses designated on the signature page of this Agreement or at such other address as either a g 21. Security Interest As security for Lessee's covenants and obligations hereunder Lessee hereby grants to Lessor; and Its heirs, successors, assigns and personal representatives, a security interest In the Pro rho• all accessions therefrom, and, in addition to Lessors rights hereunder, all of the rights and benefits of a secured artu thereto and proceeds Com- mercial Code as in effect from time to time hereafter in the state in which the Pro party under the Uniform have jurisdiction over the Property. Lessee agrees to execute, acknowledge and deliver to Lebp felt^ recordable � which � financing statements or any other Instruments with respect to the Property or this Agreement considered • Lessor to perfect and continue the security interest granted herein In accordance with the laws of the applicable jurisdiction. 22. Miscellaneous necessary Or desirable by (a) Lessee shall, whenever requested, advise Lessor of the exact location and condition of the Property and Shall give El - n n v u Lessor T 105:5 of - "Itte of any attadwnant or nlher judicial props: �Propeyi, and kdm r sad sase Lasser th�radasa from any toss m damage caused thereby. Lessor my, for the o! at aU rssaerable ts%es enrtar building or piece +.ban the Property and the books and reeads ct Lo am WAM respect thereto are Locaiad. ado° m► k4 (b) TMe Ls of the esseros. Ne eovemrrt or obilgoons ho nrder to be path rote by tesrin mar pa wahlad arcapt by then shairh noncom of Lessor and a waiver of MY such cenimm or �or a tarbearaaoa m fwoYa aa� aCeasion shag not Consttbrte or ba tr mot- d as a waiver of such oovensrt or or ear atlher ooremnt p as other oocasiar and stag not preside Lessor from bNoWag such nmedlr at any Istor time prior to the Core of the coadow giving The to such amedy. Lassoes rights hereunder are Cm>idove and not ab&rativ& In cited troan tirree�te r� bbee and gonaoed In accordance wm the Laos of the Stde in which LGU" Is lecdmL P�niabW In pages County, Taos. (d) This Agreement CoraUtutss the entire agreerrar I be!>reerh the parti n and stag nag be modified, wai, dKAargd, terminated, amended, afteed or changed in wW respect eneept by a - -.fteh doerur m shed br both Lesion and Lasses. the extent �) A form or Wfthilon of this Agreement found to be prohibited by bw or uenertarosable shall be loeffecom eo such Agreernent. prohibition or u - dim eeebiGty wtaro L to the anI I reasonably p den te iadar of this (f) The Lesser hervinder shag have the right at any time or timosr by notice to Lessee to das aft or appoid any person or entity to act as agent or trustee for Lessor for arty purposes heeeundw or in any fact or Lessee will circumstance waffantadr presented try Less" or If oy v0i'• oh s etr e , Lessee`s addrasy (h) Use of the neuter gender herein is for purposes or convenience nY Event O! Ddaelt eo0, the.rns$Mline Or feminine gender whenever and wherever appropriate. a^h arhd shag be deanned to Masai and Include or provisionsiheraef eaptlort6 sat forth herein an for ea ift"le ce of reference "and shag not defi ne or limit and of fire tsma hWft and G) Exert as otherwise Provided herein, this Agreenent shag be binding upon and inure to the traheRt of the parties heirs, nocsnrt ors, administrators, legal reprase:ntaiives, successors aid assigns„ vAnee prnra4lad by this AgroernenL IN WITNESS WHEREOF, the parties have executed this • LESSOR: 1r (Name) (Tltla) (Address of Lessor) (City, County, State, ZIP Code) STATE OF Texas COUNTYOF- Harric is in ent was acknowledged of [SEAL] My Commission Expires: Agreement as of tha e , et 19 LESSEE- City of, BaVtOwn BY A11Pn Cannon ��) Mayor (YM) P. 0. Box 424 (Address of Lena) Raytown. Texas 77520 (City. County, State, tip Code) - 0#1311 RUG 00F Notarys Name Printed STATE OF TEXAS COUNTY OF DALLAS This inst•ument was acknowledged before me on 29 by corporation. of Mercantile National Bank at Dallas, N.A., a national banking assoeidion, an behalf of said [SEAL] My Commission Expires: Notary Public, State of Texas Notary's Name Printed OPINION OF COUNSEL The undersigned attorney has acted as legal counsel for the Lessee identified in the foregoing tease. s ons,astatutes,, ordinances. and regulations, ons, and it is the opinion the undersigned that tdheeLLesseeee applicable state. Constitutional sUt&. or a political subdivision of a state, that Lessee has full power and authority to enter into the Lease•P'rchase Agreement that the aLee Purchase Agreement has been duly authorized, executed and delivered by Lessee, and is a valid and binding obligation of Lessee entorq able in accordance with its terms, assuming due authorization, exeantion and delivery by the Lessor named herein, subject to ordy bankruptcy, reorganization and other similar laws or equitable principles of general application affecting the enforceability of ereQtoes' Randall B. Strong (Name printed or F•5050 (Rev. 284) typed) Attorney for Lessee E L, U v r1 U v EXHIBIT "B" 3 04 -03 -87 26,865.02 2,538.48 29,403.50 ® -------- - - - - -- ------- - - - - -- -------- - - - - -- 73,837.33 14,373.17 88,210.50 :7 OPTION PRICE 52,43x.86 27,225.06 Rate: 9.4492 PAYMENT DATE PRINCIPAL INTEREST ANNUAL, PORTION PORTION PAYMENT 1 04 -03 -85 22,426.61 6,976.89 29,403.50 2 04 -03 -86 24,545.70 4,857.80 29,403.50 3 04 -03 -87 26,865.02 2,538.48 29,403.50 ® -------- - - - - -- ------- - - - - -- -------- - - - - -- 73,837.33 14,373.17 88,210.50 :7 OPTION PRICE 52,43x.86 27,225.06 El E