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<br />EQUIPMENT LEASE-PURCHASE AGREEMENT
<br />Lessee: (Name and Address)
<br />City of San Marcos
<br />630 E. Hopkins Street
<br />San Marcos, TX 78666~0000
<br />
<br />lessor agrees to lease to Lessee and Lessee agrees to lease from
<br />Lessor the Equipment described in any Schedule A now or hereafter
<br />attached hereto (NEquipmenf') in accordance with the following terms
<br />and conditions of this Equipment Lease-Purchase Agreement ("Lease").
<br />
<br />1. TERM. This Lease will become effective upon the execution hereof
<br />by L8$SOF'. The term of this Lease will commence on the date the
<br />Equipment is accepted pursuant to Section 3 hereunder and, unless
<br />lrfier terminated as expressly provided for in this Lease, will continue
<br />ItiI the expiration date (the "Expiration Date") set forth in Schedule A
<br />!ached hereto (the "Lease Term").
<br />
<br />2. RENT. lessee agrees to pay to Lessor or its assignee the Lease
<br />Payments, including the interest portion, equal to the amounts specified
<br />in Schedule A. The Lease Payments will be payable without notice or
<br />demand at the office of Lessor (or such other place as Lessor or its
<br />assignee may from time to time designate in writing), and will
<br />commence on the first Lease Payment Date as set forth in Schedule A
<br />and thereafter on the subsequent dates set forth in Schedule A. Any
<br />paymen1s received later than ten (10) days from the due date will bear
<br />interest at the highest lawful rate from the due date. Except as
<br />specifically provided in Section e hereof, the obligation of Lessee to
<br />make the Lease Payments hereunder and perform all of its other
<br />obligations hereunder will be absolute and unconditional in all events and
<br />will not be subject to any setoff, defense, counterclaim, or recoupment
<br />for any reason whatsoever including, without limitation, any failure of the
<br />Equipment to be delivered or installed, any defects, malfunctions,
<br />breakdowns or infi(JT1ities in the Equipment or any accident,
<br />condemnation or unforeseen circumstances. Lessee reasonably
<br />believes that funds can be obtained sufficient to make all Lease
<br />Payments during the Lease Term and hereby covenants that it will
<br />do aD things lawfully within its power to obtain, maintain and properly
<br />request and pursue funds from which the Lease Payments may be
<br />made, including making provisions for such payments to the extent
<br />necessary in each budget submitted for the purpose of obtaining
<br />funding, using its bona fide best efforts to have such portion of the
<br />budget approved and exhausting all available administrative reviews and
<br />appeals in the event such portion of the budget is not approved. It is
<br />.essee's intent to make Lease Payments for the full Lease Term if funds
<br />Ire Iega/Iy available therefor and in that regard Lessee represents that
<br />he use of the Equipment is essential to its proper, efficient and
<br />/JCOnOmiC operation. Lessor and Lessee understand and intend that the
<br />obligation of Lessee to pay lease Payments hereunder shall constitute a
<br />current expense of Lessee and shaH not in any way be construed to be a
<br />debt of Lessee in contravention of any applicable constitutional or
<br />statutory limitation or requirement concerning the creation of
<br />indebtedness by Lessee, nor shall anything. contained herein constitute
<br />a pledge of the general tax revenues, funds or monies of Lessee.
<br />
<br />3. DELIVERY AND ACCEPTANCE. Lessee shall order the
<br />Equipment. cause the Equipment to be delivered and installed at the
<br />location specified on SChedule A (HEquipment LocationH) and pay any
<br />and aD delivery and installation costs in connection therewith. Lessee
<br />will accept the Equipment as soon as it has been delivered and
<br />inspected. Lessee will evidence its acceptance of the Equipment by
<br />executing and delivering to Lessor a Delivery and Acceptance Certificate
<br />(in the form provided by Lessor) upon delivery of the Equipment
<br />4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and
<br />agrees that the Equipment is of a size, design and capacity selected by
<br />Lessee, that L8$SOF' is neither a manufacturer nor a vendor of such
<br />equipment, that LESSOR LEASES AND LESSEE TAKES THE
<br />EOUIPMENT AND EACH PART THEREOF "AS_IS' AND THAT
<br />LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY
<br />625689 Rev. 8-90
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<br />31
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<br />Lease No. 29093
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<br />LeSsor: (Name and Address)
<br />
<br />Associates Commercial Corporation
<br />
<br />300 E. John Carpenter Freeway
<br />
<br />Irving, TX 75062
<br />
<br />REPRESENTATION, WARRANTY, OR COVENANT, EXPRESS OR
<br />IMPLIED, WITH RESPECT TO THE MERCHANTABILITY
<br />CONDITION, QUALITY, DURABILITY, DESIGN, OPERATION:
<br />FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY
<br />RESPECT WHATSOEVER OR IN CONNECTION WITH OR FOR THE
<br />PURPOSES AND USES OF LESSEE, OR AS TO THE ABSENCE OF
<br />LATENT OR OTHER DEFECTS, WHETHER OR NOT
<br />DISCOVERABLE, OR AS TO THE ABSENCE OF ANY
<br />INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT,
<br />OR AS TO ANY OBLIGATION BASED ON STRICT LIABILITY IN
<br />TORT OR ANY OTHER REPRESENTATION, WARRANTY, OR
<br />COVENANT OF ANY KIND OR CHARACTER, EXPRESS OR
<br />IMPLIED, WITH RESPECT THERETO, IT BEING AGREED THAT ALL
<br />RISKS INCIDENT THERETO ARE TO BE BORNE BY LESSEE AND
<br />LESSOR SHALL NOT BE OBLIGATED OR UABLE FOR ACTUAL,
<br />INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF OR TO
<br />LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF
<br />OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THE
<br />EQUIPMENT AND THE MAINTENANCE THEREOF. Lessor hereby
<br />assigns to Lessee during the Lease Term, so long as no Event of
<br />Default has occurred hereunder and is continuing, all manufacturer's
<br />warranties, if any, expressed or implied with respect to the Equipment,
<br />and Lessor authorizes Lessee to obtain the customary services
<br />furnished in connection with such warranties at Lessee's expense.
<br />Lessee's sole remedy for the breach of any such manufacturer's
<br />warranty shall be against the manufacturer of the Equipment, and not
<br />against Lessor. Lessee expressly acknowledges that Lessor makes,
<br />and has made, no representations or warranties whatsoever as to the
<br />existence or the availability of such warranties of the manufacturer of the
<br />Equipment
<br />
<br />5. RETURN OF EQUIPMENT. Unless Lessee shall have exercised
<br />its purchase option as provided in Section 20 hereof, upon the expiration
<br />of earlier termination of this Lease pursuant to the terms hereof, Lessee
<br />shall, at its sole expense but at Lessor's option, return the Equipment to
<br />Lessor to any location in the continental United States designated by
<br />Lessor.
<br />
<br />6. NON-APPROPRIATION OF FUNDS; NON-SUBSTITU-
<br />TION. Notwiths1anding anything contained in this Lease to the contrary,
<br />in the event no funds or insufficient funds are appropriated and
<br />budgeted or are otherwise unavailable by any means whatsoever in any
<br />fiscal period for Lease Payments due under this Lease, Lessee will
<br />immediately notify lessor or its assignee in writing of such occurrence
<br />and this Lease shall terminate on the last day of the fiscal period for
<br />which appropriations have been received or made without penalty or
<br />expense to Lessee, except as to (i) the portions of Lease Payments
<br />herein agreed upon for which funds shall have been appropriated and
<br />budgeted or are otherwise available and (ii) Lessee's other obligations
<br />and rl8bilities under this Lease relating to, or accruing or arising prior to,
<br />such termination. In the event of such tennination. Lessee agrees to
<br />peaceably surrender possession of the Equipment to Lessor or its
<br />assignee on the date of such termination in the manner set forth in
<br />Section 5 hereof and Lessor will have all legal and equitable rights and
<br />remedies to take possession of the Equipment Notwithstanding the
<br />foregoing, Lessee agrees (i) that it will not cancel this Lease and this
<br />Lease shall not terminate under the provisions of this Section if any
<br />funds are appropriated to it, or by it, for the acquisition, retention or
<br />operation of the Equipment or other equipment or services performing
<br />functions similar to the functions of the Equipment for the fiscal period in
<br />which such termination would have otherwise occurred or for the next
<br />succeeding fiscal period, and (ii) that it will not during the Lease Term
<br />give priority in the application of funds to any other functionally similar
<br />equipment or to services performing functions similar to the functions of
<br />the Equipment. This section will not be construed so as to permit
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