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<br /> EQUIPMENT LEASE-PURCHASE AGREEMENT Lease No. 29654
<br /> Lessee: (Name and Address) Lessor: (Name and Address)
<br /> City of San Marcos Associates> Commercial Corporation
<br /> 630 E. Hopkins Street 300 E. John Carpenter Freeway
<br /> San Marcos, TX 78666-0000 Irving, TX 75062
<br /> Lessor agrees to lease to Lessee and Lessee agrees to lease from Lessor the Equipment described in any Schedule A now or hereafter attached
<br /> hereto ("Equipment") in accordance with the following terms and conditions of this Equipment Leass,.Purchase Agreement ("Lease").
<br /> 1. TERM. This Lease will become effective upon the execution hereof by Lessor. The term of this Lease will commence on the date the Equipment is
<br /> accepted pursuant to Section 3 hereunder and, unless earlier terminated as expressly provided for in this Lease, will continue until the expiration date
<br /> (the "Expiration Date") set forth in Schedule A attached hereto (the "Lease Term").
<br /> 2. RENT. Lessee agrees to pay to Lessor or its assignee the Lease Payments, ir'1cluding the interest portion, equal to the amounts specified in
<br /> )chedule A. The Lease Payments will be payable without notice or demand at the office of Lessor (or such other place as Lessor or its assignee may
<br /> rom time to time designate in writing), and will commence on the first Lease Payment Date as set forth in Schedule A and thereafter on the subsequent
<br /> dates set forth in Schedule A Any payments received. later than ten (10) days from the due date will bear interest at the highest lawful rate from the due
<br /> date. Except as specifically provided in Section 6 hereof, the obligation of Lessee to make the Lease Payments hereunder and peñorm all of its other
<br /> obligations hereunder will be absolute and unconditional in all events and will not be subject to any setoff, defense, counterclaim, or recoupment for any
<br /> reason whatsoever including, without limitation, any failure of the Equipment to be. delivered or installed, any defects, malfunctions, breakdowns or
<br /> infirmities in the Equipment or any accident, condemnation or unforeseen circumstances. Lessee. reasonably believes that funds can be obtained
<br /> sufficient to make all Lease Payments during the Lease Term. aRe! "Sf88Y SII'I.'ØRaAW ~. if- "dll tils 8D thil"l§s Iewf4.111y '.iA j(I¡¡ iwRr t8 sWøift;
<br /> ",aiMai.. aRtiI pr'1p"'rly r~'~t aAEI ptlretle ftJl"lele"Ift .Jto1is" th8 1...8 PaYFRs. "'lilY No """"~, iRsltlEliRfi Ift8Mil"lg I'l'ClÎsi"R81er StleM I'~lfteAt8 te 1iÞIe
<br /> U eMaFit R85188e81')1 iR e8s~ 8W8gIK ~'lbFRitt.ed fQr #:Ill pWFJii88 ef 8bt8i¡,il'l§ MllliiAI. wsiR9 ä 8el"l8 fiel8 Isððt aff'{¡rl'$ te "8".8 stle" P"ÄiSR at thð budget
<br /> .FAI'lrtltil 8REl8I(ÅIiIWGR9 jllI a><ailable a~FRiR;dr.Mñ,~ r...w>'~ ~Rd appeal," iR #:Ill ¡PIeAt~, KõR peÁÍeFWIIJ tA8 8Welget is r,vl" JpluvtKt. It is Lessee's intent to
<br /> make Lease Payments for the full Lease Term if funds. are legally available therefor and in that regard Lessee represents that the use of the Equipment
<br /> is essential to its proper, efficient and. economic operation. Lessor and Lessee understand and. intend. that the obligation of Lessee to pay Lease
<br /> Payments hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee, in contravention of any
<br /> applicable constitutional or statutory limitation or requirement concerning. the creation of indebtedness by Lessee, nor shall anything contained herein
<br /> constitute a pledge of the general tax revenues, funds or monies of Lessee.
<br /> 3. DELIVERY AND ACCEPTANCE. Lessee shall order the Equipment, cause the Equipment to be delivered and installed at the location specified on
<br /> Schedule A ("Equipment Location") and pay any and all delivery and installation costs in connection therewith. Lessee will accept the Equipment as
<br /> soon as it has been delivered. and inspected. Lessee will evidence its acceptance of the Equipment by executing and delivering to Lessor a Delivery and
<br /> Acceptance Certificate (in the form provided by Lessor) upon delivery of the Equipment.
<br /> 4. DISCLAIMER OF WARRANTIES. Lessee acknowledges and agrees that the Equipment is of a size, design and capacity selected by Lessee, that
<br /> Lessor is neither a manufacturer nor a vendor of such equipment, that LESSOR LEASES AND LESSEE TAKES THE EQUIRMENT AND EACH PART
<br /> THEREOF "AS-IS" AND THAT LESSOR HAS NOT MADE, AND DOES NOT HEREBY MAKE, ANY REPRESENTATION, WARRANTY, OR
<br /> Co.VENANT, EXPRESS OR IMPLIED, WITH RESPECT To. THE MERCHANTABILITY, CONDITION, QUALITY. DURABILITY, DESIGN,
<br /> OPERATION, FITNESS FOR USE, OR SUITABILITY OF THE EQUIPMENT IN ANY RESPECT WHATSOEVER OR IN CONNECTION WITH OR
<br /> FOR THE PURPOSES AND USES OF LESSEE, OR AS TO THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT
<br /> DISCOVERABLE, OR AS TO THE ABSENCE OF ANY INFRINGEMENT OF ANY PATENT, TRADEMARK OR COPYRIGHT, OR AS TO ANY
<br /> OBLIGATION BASED ON STRICT LIABILITY IN TORT OR ANY OTHER REPRESENTATION, WARRANTY, OR COVENANT OF ANY KIND OR
<br /> CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT THERETO, IT BEING AGREED THAT ALL RISKS INCIDENT THERETO ARE TO BE
<br /> BORNE BY LESSEE AND LESSOR SHALL NOT BE OBLIGATED OR LIABLE FOR ACTUAL, INCIDENTAL, CONSEQUENTIAL, OR OTHER
<br /> DAMAGES OF OR TO LESSEE OR ANY OTHER PERSON OR ENTITY ARISING OUT OF OR IN CONNECTION WITH THE USE OR
<br /> PERFORMANCE.. OF THE EQUIPMENT AND THE MAINTENANCE THEREOF. Lessor hereby assigns to Lessee during the Lease Term, so long as
<br /> no Event of Default has occurred hereunder and is continuing, all manufacturer's warranties, if any, expressed or implied with respect. to the Equipment,
<br /> and lessor authorizes lessee to obtain the customary services fumished in connection with such warranties at lessee's expense. Lessee's sole
<br /> remedy for the breach of any such manufacturer's warranty shall be ag;¡inst the manufacturer of the Equipment, and not against Lessor. Lessee
<br /> expressly acknowledges that lessor makes, and has made, no representations or warranties whatsoever as to the exis1ence or the availability of such
<br /> warranties of the manufacturer of the Equipment.
<br /> 5. RETURN OF EQUIPMENT. Unless Lessee shall have exercised its purchase option as provided in Section 20 hereof, upon the expiration of
<br /> earlier termination of this Lease pursuant to the terms hereof, Lessee shall, at its sole expense but at Lessor's option. return the Equipment to Lessor to
<br /> any location in the State of Texas designated by Lessor.
<br /> 6. NON-APPROPRIATION OF FUNDS; NON-SUBSTITUTION. Notwithstanding anything contained in this Lease to the contrary, in the event no
<br /> funds or insufficient funds are appropriated and budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for Lease
<br /> Payments due under this Lease, Lessee will immediately notify Lessor or its assignee. in writing of such occurrence and this Lease shall terminate on the
<br /> last day of the fiscal period for which appropriations have been received or made without penalty or expense to Lessee, except as to (i) the portions of
<br /> Lease Payments herein agreed upon for which funds shall have been appropriated and budgeted. or are otherwise available and (ii) Lessee's other
<br /> obligations and liabilities under this Lease relating to. or accruing or arising prior to, such termination. In the event of such termination, Lessee agrees to
<br /> peaceably surrender possession of the Equipment to Lessor or its assignee on the date of such termination in the manner set forth in Section 5 hereof
<br /> and Lessor will have all legal and equitable rights and> remedies. to take possession of the Equipment Notwithstanding the foregoing, Lessee agrees (i)
<br /> that it will not cancel this Lease and this Lease shall not terminate under the provisions. of this Section if any funds are appropriated to it, or by it, for the
<br /> acquisition, retention or operation of the Equipment or other equipment or services peñorming functions similar to the functions of the Equipment for the
<br /> fiscal period in which such termination would have otherwise occurred or for the next succeeding fiscal period,. and (ü) that it will not during the Lease
<br /> Term give priority in the application of funds to any other functionally similar equipment or to services peñorming.. functions similar to the functions of the
<br /> Equipment This section will not be construed so as to permit Lessee to terminate this Lease in order to purchase, lease, rent or otherwise acquire the
<br /> use of any other equipment or services peñorming functions similar to the functions of the Equipment, and, if this Lease terminates pursuant to this
<br /> Section, lessee agrees that during the fiscal period immediately following the fiscal period in which such termination occurs it will not so purchase,
<br /> lease, rent or otherwise acquire the use of any such other equipment or services.
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