Ordinance No. 5,355890914 -12
ORDINANCE NO. 5355
AN ORDINANCE ACCEPTING THE PROPOSAL OF INFOSOL, INC. FOR
THE LEASE- PURCHASE OF MICROCOMPUTER HARDWARE AT THE RATE
OF 10% PER ANNUM FOR A PERIOD OF FIVE YEARS; AUTHORIZING
THE PAYMENT BY THE CITY OF BAYTOWN OF THE SUM OF FIFTEEN
THOUSAND SIX HUNDRED FORTY AND N01100 ($15,640.00)
DOLLARS; AUTHORIZING THE EXECUTION OF THE VARIOUS
DOCUMENTS NECESSARY TO COMPLETE THE LEASE - PURCHASE; AND
PROVIDING FOR THE EFFECTIVE DATE THEREOF.
WHEREAS, the City Council of the City of Baytown, Texas,
did authorize the Purchasing Department for the City of Baytown
to advertise for proposals for the lease - purchase of
microcomputer hardware; and
WHEREAS, notice to bidders as to the time and place, when
and where the contract would be let was published pursuant to the
provisions of Section 74 of the Charter of the City of Baytown;
and
WHEREAS, all proposals were opened and publicly read at City
Hall at 2:00 p.m., Wednesday, September 6, 1989, 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 proposal of Infosol, Inc. for the lease- -
purchase of microcomputer hardware at the rate of 10% per annum
for a period of five years for the sum of FIFTEEN THOUSAND SIX
HUNDRED FORTY AND N01100 ($15,640.00) DOLLARS, and authorizes
payment thereof.
Section 2: That the Mayor and City Clerk are hereby
authorized to execute and attest the lease - purchase agreement
with Infosol, Inc., a copy of which is attached hereto and
identified as Exhibit "A," and made a part hereof by reference
for all purposes, and that the City Manager and various
appropriate department heads are authorized to execute all
documents necessary to complete the lease transaction.
Section 3: This ordinance shall take effect immediately
from and after its passage by the City Council of the City of
Baytown.
INTRODUCED, READ, and PASSED by the affirmative vote of the
City Council of the City of Baytown, this the 14th day of
September, 1989.
CZ
MMETT 0. HUTTO, Mayor
890914 -12a
ATTEST:
EILEEN P. HALL, City Clerk
4tANDALL B. STRONG, City A rney
C:1:28:17
MUNICIPAL LEASE- PURCHASE AGREEMENT
TIiiS MUNICIPAL LEASE-PURCHASE AGREEML'•Wr (hereinafter referred to #a'Agre -neat') by and between CONSOLIDATED FINANCIAL
RESOURCES, INC., a 'Cease corpora ti an (hereinafter referred to as - Lessor "). and
■ political subdivision or agency of the State of
(hereinafter referred to is -Lessee-).
WITNESSLMI: In consideration of the mutual covenants and conditions herein@ fter set forth, the parties hereto agree as follows:
1. Term and Payments. Leaser hereby leases to Lessee and lessee hereby leases from Lessor the property described in Exhibit
A hereto (hereinafter, with all replacement pans. substitutions, proceeds, increases, additions, accessions, repairs and accessories incorporated therein or affixed
thereto. referred to as the 'Property") for the amounts to be paid in the sums (the "Lease Payments ") and on the dates (the =.ease Payment Dates') tat forth in Exhibit B
hereto- Except ex specifically provided in Section 2 hereof, the obligation of the Lessee to make the Lase Payments called for in Exhibit B hereto shall be absolute and
unconditional in all events and shall not be subject to any set-off, defense. counterclsim or roeoupment for any reason. The term of the lease hereunder shall commence
upon the acceptance of possession of the Property by Lessor (or atxcptance. by Lessee of delivery of the first item of Property it this Agreement involves multiple items
of Property) and shall continue until the end of the Lessees current fiscal period and thereafter for such additional fiscal periods see are necessary to complUe the
anticipated total lease term as get forth in Exhibit B, unless earlier terminated as provided herein. Lessee will evidence its acceptance of the Property by executing and
delivering to Lessor a Certificate of Acceptance (hereinafter so called) in the form provided by Lessor.
7- Renewal and Nonapproprintion. Lessee agrees that it will take all necessary steps and make timely requests for
the appropristion of funds to make all Lease Payments called for under Exhibit B and use its best efforts and take all steps to cause such appropriations to be made, In
the event that (i) funds for the succeeding fiscal period canna be, obtained. Cii) Lessee has exhausted all legally available means for making the payment called for under
this Agreement. (iii) Lessee has invoked and diligently pursued all legal procedures by which payment called for under this agreement may be made, (rv) such failure to
obtain funds has not resulted from any act or failure to act of Lessee. (v) Lessee ham not soquired, and has no intent to acquire during the subsequent fiscal period, items
of property having functions similar to those of the Property or which provide similar benefits to Lessee, and (vi) no funds have been appropriated for the scquisidOn
of such property. Lessee may terminate this Agreement at the end of any fiscal period during the payment schedule sal forth in Exhibit B by giving notice to Lessor or
its successors at least sixty (fiat) days prior to the first day of such fiscal period for which appropriations cannot be made. Such failure to obtain proper appropriation
and approval of the fuil amount of funds necessary to make requited payments hereunder during any fiscal period subsequent to the current fiscal period shall terminate
all of Lcsseea right, title and interest in and obligations under this Agreement and to all the Property. effective on the list day of the last fiscal period for which
Appropriation or approval wait properly obtained.
3. T a x e s. In addition to the Lease Payments to be made pursuant to Section I 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 license, atsessmcnts, sales, use, real or personal property,
grow receipts or other taxes, levies, imposts, duties or charges, if any, together with any penalties, lints or interest thereon imposed against a 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 sale of, or receipt of
payments fox, the Property, except any Federal or state income taxes, if any, payable by Lessor. l.casee may contest any such taxes prior to payment provided such
contest does not involve any risk of sale, rorfeiture or loss of the Property or any interest therein.
a, 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, executed, and delivered by Lessee and is a valid and binding obligation of Lessee enforceable in accordance with its terms,
and all requirements for execution, delivery and performance of this Agreement have been, or will ire, complied with in it timely manner,
(b) All payments hereunder have been, and will be, duly authorized and paid when due out of funds then on hand and legally
available for such purpose; Lessee will, to the extent permitted by State law and other terms and conditions of this agreement, include in its budget for each successive
fiscal period during the teens of this Agreement a sufficient amount to permit Lessee to discharge all its obligations hereunder; and, Lessee his budgeted and available
for the current fiscal period sufficient funds to comply with its obligations hereunder;
(c) There am no pending or threatened lawsuits or administrative or ocher proceedings contesting 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 of contemporaneously
with this Agreement are true and correct;
(e) Lessee has an immediate need for, and expects to make immediate use of, substantially all the Property, which need is not
temporary or expected to diminish in the foreseeable future; specifically, Lessee will not give priority or panty in the appropriation of funds for the squisition or use
of any additional property for purposes or functions similar to those Of the Property;
(1) There are no eircemnstanees presently affecting the Lessee that could reasonably be expected to miter its foreseeable need for the
Property rx adversely affect its ability or willingness to budget funds far the payment of sums due hereunder, and
(9) Lessees right to terminate this Agreement as specified in Section 2 hereof was sat ■n independently bargained for oonsidersFion,
but was included solely for the purpose of complying with the requirements of the laws of the State in which Lessee is located.
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 not install, use, Operate or maintain the Property improperly, carelessly, or
in violation of any applicable law, ordinance, rule or regulation of any governmental authority, or in a manner contrary to the nature of the Property or the use
contemplated by its manufactures. Lessee shall keep 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 Lessees operations. Lessee shall obtain, at its expense,
all registrations, permits and licences, if any, required by law for the installation and operation of the Property. Any license plates used an the Property shall 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. M a 1 n t e n a rl c e . 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 pans 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 fro 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 costa, expenses and insurance premiums necessary for the repair,
maintenance and preservation of the Property, and all gums so expended shall be due from Lessee in addition to rental payments hereunder.
7, Alterations.
(a) Lessee may, as its own expense, install nr 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 forks intended purposes provided thgt such equipment or accessories do not impair the value or utility of the Pmpesty.
m[iNICipAL LliASE- PURCIiASE AGRL-L-MENC PAGE I
fr
'r
U
+see u termination of this Agreement- provided that any resulting damage shell be repaired at Lessees
All such equipment and accesSOries shall be removed by I.e 1 rt of Lessor.
then alterations, modificatinna or improvements to the
eRpetaF Any such cquiiwnc t or aecessoriea not removed shall become the property shall immediately become pert oC the
Without the written consent of Lessor, Lessee shall not make any o tom real property. The
Property except as roquirui mr permitted hereunder. Any other alteretiona, modifications or improvanenls to the property anentiy emu spot any real property or any
Subject to the visions hereof. Without the prior written Consent of Laasor. Lessee shall not ■fftx ty attach any n the tests upon Y
Property, j t"O rt 'rdiess of whether it becomes affixed or attached to real property or perm
property shall remain personal property g
improvement thereon y pledge, lien.
title thereto or any interest therein, a :eept the mope rights of Lessor and Lessee hereunder.
g L I e n s . Lessee shat �e PropenyY or indirectly Create' incur' assume m suffer to exist any mortgage, s r and mtertat p
charge, encumbrance or claim on or with respor logo, theft, or
Destruction of Property. LF +am shall bear the a L" risk of li loon to pay the
g. Damage t0 or and no loss, damage, destruction or other event shall release Lessee fence LLtAgoe gill immediately
destruction of the property from any and every Cause whatsoever, pi4 in the event of dsmsga to sny item Oft he property, is lost,
full amount of the renal payment. or from any other obligation under this Agxeem oe the next Lease
s th an insurance recovery applied to the coat d such repair. If Lessor determines that ■ y or Property
place the same N good repair. with the proceed y lace the same with like Property in good rep an amount equal
ed or dame gad beyond repair, Erases at the option of La see will either (a) including this Lease Payment due on such date. and (ii)
Stolen, destroy amoamounts then owed by Lessee to Lessor under this Agreement
Payment bate Pay Lessor (i) all
to rite applicable Option to Purchase Value act forth in Exhibit B•
with R oral to the property or shall purchase and maintain insurance with regard
Lessee shall either be self • insu -d g Agreement its elation to be self - insured or company insured with
to, Insurance. 'ties
is self - insured or company insured, Lessee shall. for the term of this Agrrient
to the prnpery. Lessee shall indicate on each Certificate d Acceptance executed is relation W this g and such amounts as are customary for lessors of
regard to the Pmperty ii+tad rai that Cetifcata of Acceptance Whether Lessee insuring against such risks,
Provide comp rovide casualty insurance with respect to
own expense pmv reltensive liability insurance with resrpat 1. the Property. B g '1 ern of the Luse Paymenu roquired to be made
property ri a character similar to the Preperty. In addition, Lessee shall. for the terrmt d this Agreement, at its own expense, p
the Property, insuring against customary rinks. coverage at all times not less than the amount of the unpaid part is located and shall name both Lessor and I e+aee as
pursuant to Section l as d the last preceding Payment Datiu to do bussneaa in then State where theenprope Y i qtr a Lessor- insurance Nbject to the provisions of Soclt respect - which a Lease
to the Property. all insurance poliaea shall he with insurers
sur n proceeds from casualty losses shall be payable solely
insureds as their respective interest may appear. Insurance pros and each insure shall agree to love Lessor
other
Lessee shalt, aeon request, deliver to Lusor tvidehce of the required coverages together with premium ry Such. lie I.esSee shall also carry and require
to terry workmen's compensation insurance covering employ— on. in or about the property. In the avert
notice of nonpayment of any premium duo and tan (10) days notice prior 's canceile omPenosm or alteration save harnleapo and, at Lessee' sole expense, defend Lessor and its
person or entity working M. in or about the Property
Lessee fails, for any reason. to comply with the requirement+ of this risk of Lessee shall indemnify.
offices and dircaors and the Property against all rink of loan not covered by insunnea
agents. employees, en to officers and directors fran
Lessee shall indemnify and gave t harmless
II l ab Lessor s, damages, penalties, claims, actions,
II. I n d e m n l f l c a t i o n. officers and directors against a13 liability, B
and, at Lessees experisrr, defend Lessor and its agents. employees, a foes of whatsoever kind or name which in any way relate to err arise out d this shall be credited
di the
costs and expenses (including but not limited to reasonable 'homey ) n All amounts which bceona due from Lessee Under days Rowing demand therefor by
ownership. venue, possession, operation. condition, sale or return of the Property-
with any amounts received by the Lessor from insurance provided by the Lessee'nd shall be payable by Lessee within thirty (30) Yee B
Lessor and shall survive the termm■uen or expirrtion of this Agreerriertt AND SERVICE AGREEMENTS RELATING TO THE To
l2. NO Warranty. EXCEPrFORREPRESEN TACIONS. WARP ANTIES.
PROPERTY MADE OR EN iERED INTO BY Tim. MANt3FACIURER5 OR SUPPLIERS OF TIIE PROPERTY. A!L OF WIBCII ME-S N RLBY BIT A FOR ANY
ASSIGNED
BII riY, CONDITION, QUAIMY OR FITNESS Or �S OR
PROPERTY pUIICIlASE ORDER, DESIGN, DELIVERY.
LESSEE, LESSOR IlAS MADE AND MAKES NO RI PRi SEMI AT[DN OR WARRANTY, EX
PRESS OR IMPLIED, AHD ASS[]MES NO OBLIGATION W
RESPECT TO TIIE TITLE, MERCEIAYriA
without in any way excusing Lessee fnam
its obligations under this Agreement
by Lessee.
pART1CITLAR PURPOSE OR TIlE CONFORMITY OF TILE PROPERTY 70 SPECIFICATIONS
INSTALLATION OR OPERATION. All such risks Shall be home by Lessee
rime writhe notice, to Lessor. Lessor may, but shall have no obligation what
to, partiaPate w each claim or action on such warranty, at
Lessor shall not he liable m Lessee for any damages an account of such asks. All claims nx actions on any e, to, p warranty is assigned Shall be made ti prosecuted
at its sole expense, upon p under such a warranty shall he made payable jointly to Lessee and Lessor.
Lessors expanse. Any recovery ent, Lessee shall have the
lied with the terms and conditions of this Agreen
to this A ent "ac is' at the payment date, for the Option to PurThese Values Set forth in
13. option t0 Purchase. PtovidedLe+sechgremen W rovidedtitatupon
option to purchase not less than all of the property which is then subject BrOe�i and shell be
Exhibit B by $ s or to the dart specified r p ribexercised is option to puurch Se the property
vier written notice to Lessor not ksiuedau CxhibitrB.dLessee shall be deemed to have props Y nncumbnnce err ■xurity interest except such liens,
Lessees timely payment of all Lease Payments apcci free of any ban,
deemed to have acquired all of Lessoi s right title and interest in real di the Property. Lessee but without other warranties. unless of nc� applicable Option to
encumbrances or security interest as may be created, c permitted end not discharged. by fees lien, encumbrance
or Security interest except such as may be
Purchase Value shill occur on the applicanbleLSor s Merest iinn the properly to Lessee IIree frfrom any ie time Lessor shall• ent nsF the Opu to Punch se Veilue sand hereto, at Which
Lessee a quitclaim bill of sale transfem g this A
or ermined and not discharged, y ent shall terminate except as to obligations or liabilities acrnutng
b Lessee but without other warranties. Upon Lessees actual or constructive pe
created, P o€ a quitclaim bill of sale covering the Property, gin
Lessors actual or constructive delivery 4
hereunder prior to such termination,
whether occurring
la. Default and Lessor's Remedies.
(a) The occurrence of one or more of the following events shall constitute an Event of Default,
(a) or
Lion of law or pursuant to any ordn of any court governm hereunder whcu due nr within ten (10) days thacafier
involunurily, by opera (I) Lessen fails to make any paym ee heeunder for a period o€ the (10) ten
(2) Lessee fails to comply with any other Covenant, condition or agrernnent of Less
der shall be tmwe in any material respect as of the date made
d'ys after notice thereof: Agreement or any
(3) Any represent:uon or warranty made by lessee hereunder
(4 ) Lessee mtke+, per or suffers any unauthorized assignment. trsrt+Eer or other disposition of this Agree
interest herein. or any pen of the Prnpesty or any interest therein; or consent or
in the Shscnce of such application,
(5) Lessee becomes insolvent; or admiu m writing its inability to pay its debts as they mature: or applies+ for, consents or any
acquiesces in the appointment of s trustee. mcciver or euatndian for the Lessee or a Substantial rpa coo insolvency law, or any dissolution err liquidation proceeding
acquiescence, a trustee, receiver or custodian ris appointed f osny ssee oding under any part ofPunyprnperty and is not discharged within sixty (GO} days;
bankruptcy, reOrganixation, debt area g Lessee or is not dismix is within sixty n e days,
is instituted by or against I,rsSee and. if instituted against Lessee, is consented to cc acquiesced a by
(b)
Upon the occurrence of any Event of Defauit spacificd herein. Lessor may err its sole discretion exercise any or all of e
following remedies:
MUNICIPAL I .EASE- pURCITASE AGREEMEENT PAGE 2
(1) Enforce this Agreement by appropriate action to collect amounts due or to become due hereunder, by acceleration or
otherwise, or to comse Lessee to perform its other obligations hereunder in which event Lessee shall be liable for all coats and expenses incurred by Lessor;
(2) Take possession or the Property, without demand or notice and without court order or any process of law, and remove and
relet the some for Lessees account, in which event Lessee waives any and all damages resulting therefrom and shall be liable for all costa and expenses incurred by
Lessor in connection therewith and the difference, if any, between the amounts to be paid pursuant to Section L hereof and the amounts received and to be received by
Lessor in connection with any such reletting;
(3) Terminate this Agreement and repossess the Property, in which event Lessee shall be liable for any amounts payable
hereunder through the date of such warninstiat and all costs and expenses incurred by Lessor in connection herewith;
(4) Sell the Property or any portion thereof for Lessors account at public or private ssle, for cash or credit, without demand
on or notice to Lessee of Lessors intention to do so, OF relet the Property for a term surd a rental which may be equal to, greater than or less than the rental and term
provided herein. If the proceeds from any such sale or rental payments received under a new agreement made for the periods prior to the expiration of this Agreanrnt
ate Jess than the sum of (i) the coats of such repossession, sale, relocation, storage, reconditioning, relctting and reinstallation (including but not limited to reasonable
attorneys' fees), (ii) the unpaid principal balance derived from Exhibit B as of the last preceding Lease Payment Date specified in Exhibit B, and (iii) any past due
amounts hereunder (plus interest on such unpaid principal balance at the rate specified in Section 19 hereof, prorated to the date of such sale), all 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 inequity, in which event Lessee shalt be liable for any and all costs
and expenses incurred by Lessor in connection therewith. "Costs and expenses', as that term is used in this Section 14, shall mean, to the extent allowed by law: (i)
reasonable attorneys' fees if this Agreement is referred for collection to an attorney not a salaried employee of Lessor or the holder of this Agreement; (ii) court costa
and disbursements including such casts in the event of any action necessary to secure possession of the Property; and (iii) actual and reasonable out-of-pocket expense[
incurred in connection with any repossession or foreclosure, including costs of storing, reconditioning and reselling the Property, subject to the standards of good faith
and commercial reasonableness set by the applicable Uniform Commercial Coda Leaaee waives all rights snider all exemption Laws.
(6) Under no circumstance shall Lessee be Gable under t da subsection 14 (b) for any amount in excess of the sum appropriated
pursuant to Section 1 hereof for the previous and current fiscal years, less all amounts previously due and paid daring ouch previous and current fiscal years from
amounts ao appropriated.
15. Term 1 n a t 1 o n . Unless Lessee has properly exemiged its option to purchase pursuant to Section 13 hereof, Lessee shall, upon the
expiration of the term of this Agreement or any earlier termination hereof pursuant to Section 14 hereof, deliver the Property to Lessor unencumbered and in at least
as good condition and repair as when delivered to Lessee, ordinary wear and tear resulting from proper use alone excepted, by loading the Property, at Lessees sole
expense, on such carrier, or delivering the Property to such location, as Lessor shall provide or designate at or within ■ reasonable distance from the general location
of the Property. If Lessee fails to deliver the Property to Lessor, as provided in this Section 15, an or before the date of termination of this Agreement, Lessee shall pay
to Lessor upon demand, far the hnld -over period, a portion of the total payment for the applicable period as set forth in Exhibit B prorated from the date of tcmunstion
of this Agreement to the date Lessee either redeliver the Property to Lessor or Lessor repossesses the Property. Lessee hereby waives any right which it now has or
which may be acquired or conferred upon it by any law or order of any court or other governments] authority to terminate this Agreement or its obligations
hereunder, except in accordance with the express provisions hereof.
16. Assignment. Without Lessees prior written consent. Lessee will not either. (i) assign, transfer, pledge, hypothecate, grant any
security interest in nr otherwise dispose of this Agreement or the Property or any interest in this Agreement or the Property; or (ii) sublet or lend the Property or
Permit it to be used by anyone other than Lessee or Lessee's employees. Lessor may assign its rights, title and interest in and to this Agreement, the Property and any
other documents executed with respect to this Agreement and /or grant or assign a security interest in this Agmenent and the Property, in whole or in part. Any such
assignees shall have all of the rights of Lessor under this Agreement. Subject to the foregoing, this Agreement inures to the benefit of and is binding upon the heirs,
executors, adminislr,toa, successors and assigns of the parties herein. No assignment or reassignment of any of Lessors rights, title or interest in this Agreement or
the Property shall be effective with regard to Lessee unless and until Lessee shall have received a copy or the document by which the assignment or restsignment is
made, disclosing the name and address of such assignee. No further action will be required by Lessor or by Lessee to evidence the assignment, but Lessee will
acknowledge receipt of such aasignmems in writing if go required. During the term of this Agreement, Lessee shall keep a complete and accurate record of all such
assignments in form necessary to comply with the United States Internal Revenue Code, Section 103 0), and the regulations, proposed or existing, from time to time
promulgated thereunder.
17. Personal Property. 'Me Property is and shall at all times be and remain peronalproperty,
is. Lessor's Right to Perform for Lessee. If Lessee Fails to make any payment or perform orcom ply with
any of its covenants L or obligations hereunder, cocoa 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' fora) incurred by Lessor in performing or
complying with such covenants and obligations, is on the case may be, together with interest there at the highest lawful rate, shall be payable by L.ustee upon demand.
19. Interest on Default. ifLz asce fails topsy any Lease Payment specifiiedin Section I hereof within ten (10)dayo 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 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 tern given and received forty -eight (48) hour after a registered or certified letter
containing such notice, postage prepaid, is deposited in the United States mail, and if given otherwise shall be deemed to have been given when delivered to and received
by the party 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 Lessees covenants and obligations hereunder, Lessee hereby grants to Lessor, and its
successors, a security interest in the Property, all accessions thereto and proceeds therefrom, and, in addition to lessors rights hereunder, all of the rights and benefits
of a secured party under the Uniform Commercial Code as in effect from time to time hereafter in the State in which the Property is located or any other State which
may have jurisdiction over the Property, Lessee agrees to execute, acknowledge and deliver to Lessor in recordable form 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 in accordance with the laws of the applicable jurisdiction.
22. Tax Exemption. Lessee certifies that it does reasonably anticipate that not mote than $10,000,000 of "quslified tax -
exempt obligations" (so that tern is defined in Section 265 (b) 3 (D) of the Internal Revenue Code, as amended by the Tax Reform Act of 1986, (the "Code)) will be
issued by it and any subordinate entities during 1988.
Further, Lessee will, by resolution, designate this issue as comprising a portion of the $10 million in aggregate issues to be designated as "qualified tax exempt
obligations" eligible for the exception contained in Section 265 (b) 3 (D) of the Code allowing for an exception to the general rule of the Code which provides for a total
disallowance of a deduction for interest expense allocable to the carrying of tax exempt obligations.
MUNiCTPALT I�.ASr- PURCIiASrAGPr.E -MENi' PAGE 3
27. MIsceIIaneous.
(a) Lessee shall, whenever requested, advise Lessor of the exact location and condition of the Property and shall give the Lessor
immediate notice of any attachment or other judicial process affecting the Property, and indemnify and save Lessor harmless from any loss or damage caused thereby.
Lessor may, for the purpose of inspection, at all reasonable times enter upon any job, building or place where the Property and the books and records of the Lessee with
respect thereto art located.
(b) Lessee agrees to equitably adjust the payments payable under this Agreement if there is a determination for any reason that the
interest payable pursuant to this Agreement (as incorporated within the schedule of payments) is not excludable from income in accordance with the Internal Revenue
Code of 1986, as amended, such as to make Lessor and its assigns whole.
(c) Time is of the essence. No covenant or obligations hereunder to be performed by Lessee may be waived except by the written
consent of Leomr, and a waiver of any such covenant or obligation or a forbearance to invoke any remedy on any occasion shall not constitute or be treated as a waiver
of such covenant or obligation sit to any other occasion and shall not preclude Lessor from invoking such remedy at any later time prior to the Lessees cure of the
condition giving rise to such remedy. Lessors rights hereunder am cumulative and not alternative.
(d) This Agreement shall be construed in accordance with, and governed by, the laws of the State in which the Property is leased.
(e) This Agreement constitutes the entire agreement between the parties and shad not be modified, waived, discharged, terminated,
amended, altered or changed in any respect except by ■ written document signed by both Lessor and Lessee.
(f) Any term or provision of this Agreement found to be prohibited by low or unenforceable shall be ineffective to the extent of such
prohibition or urnenforeeability without, to the extent reasonably possible, invalidating the remainder of this Agreement.
(g) The Lesser hereunder shall have the right at any time or times, by notice to Lessee, to designate or appoint any person or entity to
act as agent or trustee for Lessor for any purposes hereunder.
(h) All transportation charges shall be bome by Lassen Lessee will immediately notify Lessor of any change occurring in or to the
Pro perty, of a change in Lessees address, or in any fact or circumstance warranted or represented by Lessee to Lessor, or if any Event of Default occurs.
G) Use of the neuter gender herein is for purposes of convenience only and shad be deemed to mean and include the masculine or
feminine gender whenever and wherever appropriate,
(j The captions set forth herein are for convenience of reference only and shall not define or limit any of the terms or provisions
hereof.
(k) Except as otherwise provided herein, this Agreement shad be binding upon and inure to the benefit of the Parties hereto and their
respective heirs, executors, administrators, legal representatives, successors and assigns, where permitted by this Agreement,
IIN WITNESS WHEREOF, the parties have executed this Agreement as of the day of .19_
LESSOR: CONSOLIDATED FINANCIAL RESOURCES, INC. LESSEE:
1917 Sanford P.O. Ilox 962
Greenville, Texas 75401
ATTEST:
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(name, title)
ATTEST:
MUNICIPAL ],ASE- PURCILASEAGREEhfL•NC PAGE 4
EXHIBIT A
LESSEE
DESCRIPTION OF PROPERTY
PROPERTY LOCATION
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CERTIFICATE OF APPROPRIATION
ESSENTIAL USE AND INCUMBENCY
1, (name, title) of , ( "Lessee "),
hereby certify that all lease payments due by Lessee under that certain Municipal Lease - Purchase Agreement dated as of
between Lessee and Consolidated Financial Resources, Inc. as Lessor, for the fiscal period
ending _ 19_, are within such fiscal period's budget for Lessee and within an available,
unexhausted and unencumbered appropriation for Lessee, further certify that the Property, to be leased to the
undersigned under the above referenced Municipal Lease- Purchase Agreement, will be used by the undersigned Lessee for
the following purpose:
The undersigned hereby represents that the use of the Property is essential to its proper, efficient and economic
operation.
IN WITNESS WHEREOF, I have set my ]land this clay of 19
LESSEE:
BY:
(name, title)
I, (name) " do hereby certify that I am the duly elected or appointed and acting (title) , of
(lessee) ___ _ , a political subdivision or agency duly
organized and existing under the laws of the State of , that I have custody of the records of
such entity, and that, as of the date hereof, the individual named above is the duly elected or appointed officer of such
entity holding the office set forth following his/her name. I further certify that (i) the signature above his/her name
and title is his/her true and authentic signature and (ii) such officer has the authority on behalf of such entity to enter
into that certain Municipal Lease - Purchase Agreement dated as of , 19_ , between such entity
and Consolidated Financial Resources, Inc. as Lessor.
IN WITNESS WHEREOF, I have duly executed this certificate and affixed the seal of such entity hereto this
day of , 19_.
I BY.,
(name, title)
1 (SEAL)
u
'i
CERTIFICATE OF ACCEPTANCE
Municipal Lease - purchase Agreement (the "Agreement ")
By and Between
CONSOLIDATED FINANCIAL RESOURCES, INC. (Lessor)
and
(Lessee)
Dated as of: , 19_
1. ACCEPTANCE: In accordance with the Agreement, Lessee hereby certifies that all of the Property described herein (i)
has been received by Lessee, (ii) has been thoroughly examined and inspected to the complete satisfaction of Lessee, (iii) has been
found by Lessee to be in good operating order, repair and condition, (iv) has been found to be of the size, design, quality, type and
manufacture specified by Lessee, (v) has been found to be and is wholly suitable for Lessee's purpose, and (vi) is hereby
unconditionally accepted by Lessee, in the condition received, for all purposes of the Agreement.
2. PROPERTY:
3. USG The primary use of the Property is as follows:
4. PROPERTY LOCATION:
5. PAYIv1ENTS: Invoicing shall be to the following address:
6. INSURANCE. Lessee certifies that property and liability insurance have been secured in accordance with the Agreement
and such coverage will be maintained in full force for the term of the Agreement. Lessor will be designated loss payee until
Lessce is notified, in writing, to substitute a new loss payee.
Company insured
Elect to self- insure in accordance with Section 10 of the Agreement
7. MA]InT TANCE: In accordance with Section 6 of the Agreement, t,essce agrees to, at its own expense, service, repair and
maintain the Property for the term of the Agreement as follows:
Maintenance contract
Elect to self - maintain
LPMEE:
BY
(name and title)
ACCEP'T'ED the day of 19
SELF- INSURANCE CERTIFICATE
DATE
_(lessee)_ is self- insured with respect to all its insurance risks which risks include, but are not limited to, the
Property which is the subject matter of the herein mentioned Municipal Lease Purchase Agreement. !(lessee)_
further states that should they cease to be self - insured, they will either purchase insurance or provide insurance under
their then acquired master policy. In the event that _(lessee)_ should cease to be self- insured, this certificate
shall become null and void and _(lessee) -) shall immediately notify Consolidated Financial Resources, Inc. by
certified mail, return receipt requested, of such change and shall comply in full with the requirements to obtain
insurance as contained in the Municipal Lease Purchase Agreement by obtaining insurance on the equipment in the
form of a single policy or under a master policy.
By:
l]
a
name and title