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<br />8.5
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<br />MASTER LEASE-PURCHASE AGREEMENT
<br />Dated as of March 17, 1999
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<br />This Master Lease-Purchase Agreement together with all addenda, riders and attachments hereto, as the same
<br />may from time to time be amended, modified or supplemented ("Master Lease") is made and entered by and between
<br />Banc One Leasing Corporation ("Lessor") and the lessee identified below ("Lessee"),
<br />
<br />LESSEE:
<br />
<br />City of San Marcos, (TX)
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<br />1, LEASE OF EQUIPMENT. Subject to the terms and conditions of this Master Lease, Lessor agrees to lease to
<br />Lessee, and Lessee agrees to lease from Lessor, all Equipment described in each Schedule signed from time to time by
<br />Lessee and Lessor.
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<br />2. CERTAIN DEFINITIONS. All terms defined in the Lease are equally applicable to both the singular and plural form of
<br />such terms. (a) "Schedule" means each Lease Schedule signed and delivered by Lessee and Lessor, together with all
<br />addenda, riders, attachments, certificates and exhibits thereto, as the same may from time to time be amended, modified
<br />or supplemented. Lessee and Lessor agree that each Schedule (except as expressly provided in said Schedule)
<br />incorporates by reference all of the terms and conditions of the Master Lease. (b) "Lease" means anyone Schedule and
<br />this Master Lease as incorporated into said Schedule. (c) "Equipment" means the property described in each Schedule,
<br />together with all attachments, additions, accessions, parts, repairs, improvements, replacements and substitutions
<br />thereto. (d) "Lien" means any security interest, lien, mortgage, pledge, encumbrance, judgment, execution, attachment,
<br />warrant, writ,levy, other judicial process or claim of any nature whatsoever by or of any person.
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<br />3. LEASE TERM. The term of the lease of the Equipment described in each Lease ("Lease Term") commences on the
<br />first date any of such Equipment is accepted by Lessee pursuant to Section 5 hereof and, unless earlier terminated as
<br />expressly provided in the Lease, continues until Lessee's payment and performance in full of all of Lessee's obligations
<br />under the Lease.
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<br />4. RENT PAYMENTS.
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<br />4.1 For each Lease, Lessee agrees to pay to Lessor the rent payments in the amounts and at the times as set
<br />forth in the Payment Schedule attached to the Schedule ("Rent Payments"). A portion of each Rent Payment is paid as
<br />and represents the payment of interest as set forth in the Payment Schedule. Lessee acknowledges that its obligation to
<br />pay Rent Payments including interest therein accrues as of the Accrual Date stated in the Schedule or its Payment
<br />Schedule; provided, that no Rent Payment is due until Lessee accepts the Equipment under the Lease or the parties
<br />execute an escrow agreement. Rent Payments will be payable for the Lease Term in U.S. dollars, without notice or
<br />demand at the office of Lessor (or such other place as Lessor may designate from time to time in writing).
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<br />4.2 If Lessor receives any payment from Lessee later than ten (10) days from the due date, Lessee shall pay
<br />Lessor on demand as a late charge five per cent (5%) of such overdue amount, limited, however, to the maximum
<br />amount allowed by law.
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<br />4.3. EXCEPT AS SPECIFICALLY PROVIDED IN SECTION 6 HEREOF OR IN ANY WRITTEN
<br />MODIFICATION TO THE LEASE SIGNED BY LESSOR, THE OBLIGATION TO PAY RENT PAYMENTS UNDER
<br />EACH LEASE SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS AND SHALL NOT BE SUBJECT TO
<br />ANY SETOFF, DEFENSE, COUNTERCLAIM, ABATEMENT OR RECOUPMENT FOR ANY REASON
<br />WHATSOEVER.
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<br />5. DELIVERY; ACCEPTANCE; FUNDING CONDITIONS.
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<br />5.1 Lessee shall arrange for the transportation, delivery and installation of all Equipment to the location
<br />specified in the Schedule ("Location") by Equipment suppliers ("Suppliers") selected by Lessee. Lessee shall pay all
<br />costs related thereto.
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<br />5.2 Lessee shall accept Equipment as soon as it has been delivered and is operational. Lessee shall evidence
<br />its acceptance of any Equipment by signing and delivering to Lessor the applicable Schedule. If Lessee signs and
<br />delivers a Schedule and if all Funding Conditions have been satisfied in full, then Lessor will payor cause to be paid the
<br />costs of such Equipment as stated in the Schedule ("Purchase Price") to the applicable Supplier.
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<br />MLD 002 (4/98)
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