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HomeMy WebLinkAboutOrdinance No. 373 CIT~ OF ~HE t.t ~_O~ , ~ r~XAS .AN ORDINANCE OF THE CITY OF THE COLONY, TEXAS, AUTHORIZING THE CITY MANAGER lO ENTER INTO A CONTRACT Fi~iamc,nL-'~E&~,~,'~.!~t_--~,-]E-~ C- IN THE AMOUNT OF~/~t~ FOR THE LEASE OF /~t[)S~,-, E ~y6~,n - ATTACHING THE APPROVED FORM OF COHTRACT AS EXHIBIT 'A"; AND PROVIDING AN EFFECTIVE DATE. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: SECTION 1. That the City Manager of the City of The Colony, Texas is hereby authorized to execute on behalf of the City a contract for the Lease of ~k~ ~iqoa~ ~.The approved form of such contract is attached hereto as Exhibit "A", and made a part hereof for such purposes. SECTION 2. This Ordinance shall take effect immediately from and after its passage by the City Council of the City of The Colony, Texas. DULY PASSED AND APPROVED by the City Council of the City of The Colony, Texas, on this the /~day of ~E~F , 1985. APPROVED: ATTEST: AGENT: LESSOR: CONSOLIDATED FINANCIAL RESOURCES, INC. P.O. BOX 962 GREENVILLE, TEXAS 75401 LESSEE: The Colony, Texas 5576 N. Colony Blvd The Colony, TX 75056 VENDOR: Business Telecommunication Services 2105 Luna Road #300 Carrollton, TX 75006 _EQUIPYE~ ^~D?!SITI~ ~-~gNT This agreement made this 16th day of September, 1985 by and between The Colony, Texas hereinafter referred to as "The Colony" and CONSOLIDATED FINANCIAL RESOURCES, INC., hereinafter referred to as "C.F.R.". WITNESSETH WHEREAS, The Colony has determined that a present need exists for the personal property described in Exhibit A above, hereinafter referred to as the "EQUIPMENT" and that it desires to acquire as soon as possible the Equipment, and WHEREAS, The Colony has requested C.F.R. to provide funding for and on behalf of The Colony to acquire the Equipment, and WHEREAS, C.F.R. has agreed to arrange for the funding for the acquisition of the Equipment. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties agree as follows; Section 1. TE~M. The Agreement term shall commence as of the date of this Agreement and extend until the ter~ination of the Agreement, wbich is presently contemplated and intended by The Colony and C.F.R. to be for the total number of payments set forth in Exhibit B Attached hereto and made a part hereof, provided, however, that this Agreement shall be considered an annual contract which shall be renewable automatically from year'to year by The Colony unless The Colony, pursuant to the occurrence of the circumstances set forth in paragraph 5, ' terminates the Agreement effective at the end of its then current fiscal year by giving written notice to C.F.R. to such effect not less than 90 days prior to the end of the then current fiscal year. The words "Original Term" shall designate that period from time of the commencement date of this Agreement to the end of The Colony's then current fiscal year. The words "Renewal Term" shall designate each fiscal year of The Colony or fractional portion thereof following the Original Term during the remainder of the Agreement Term. The terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term. Section 2. COVENANTS OF The Colony. The Colony represents, covenants and warrants that it is a public body corporate and politic and is authorized by the Constitution, laws and regulations to which The Colony is subject to enter into the transaction contemplated by this Agreement and to carry out its obligations under this Agreement. The Colony has duly authorized the execution of this Agreement by its appropriate officiais and agrees that it will do or cause to be done all things necessary to preserve and keep the Agreement in full force and effect. The Colony further represents, covenants and warrants that all requirements have been met and proceedings taken so that this Agreement will be enforceable. Section 3. EQUIPMENT ACQUISITION. By appropriate instrument, title to the Equipment has been conveyed to The Colony for and in consideration of the Agreement Payments (herein called "Payments") and the Monthly, Quarterly, or Annual Remittances and upon and subject to the terms and conditions as herein set forth. Section 4. SECURITY ~ '-~ ~ ~ - performmnce and observance by The Colony of all the covenants expressed or implied herein, The Colony does hereby assign, grant, bargain and convey a security interest in and lien on the Equipment to C.F.R. and its successors and assigns. Section 5. Payments. A. The Colony shall pay all Payments to C.F.R. or its assignees as hereinafter provided in the amounts set forth on Exhibit B attached hereto and ~de a part hereof. B. On any Payment date, The Colony may prepay the remaining amounts due to C.F.R. or its assignees under this Agreement by paying to C.F.R. or its assignees a sum equal to all remaining Payments for the then applicable Original or Renewal Term including the prepayment option payment designated for that fiscal year end as shown on Exhibit B, plus any other amounts then due under this Agreement. The security interest (if any) held by C.F.R. and its successors or assigns shall be released immediately without addi- tional payment. C. Each Payment and Monthly Remittance hereunder shall be paid in lawful money of the United States of America. Ail Payments and Monthly Remittances shall be paid by The Colony in accordance with section 15, below. Notwithstanding any dispute of any kind, The Colony shall pay when due all Payments and Monthly Remittances or other sums due bereunder and shall not withhold any Payments or Monthly Remittances pe'nding final resolution of such dispute. The Payments and Monthly Remittances shall be absolute and uncondi- tional in all events, and Payments and Monthly Remittances shall not be abated through accident or unforeseen circumstances. Pay- ments and Monthly Remittances shall be payable out of the general funds of The Colony or any other funds available therefor. D. If any Payment or portion thereof is not paid when due, such Payment or portion thereof shall incur a charge at the rate of 10% per annum until paid. E. The Colony reasonably believes that funds are available or can be obtained sufficient to pay all Payments and other sums hereunder during the Original Term and each of the Renewal Terms. The Colony hereby covenants that it will do all things lawfully within its power to continue this Agreement for its entire Term, and to obtain and maintain funds from which Payments and other sums may be paid, including making provision for such Payments to the extent necessary in each budget submitted for the purpose of obtaining funding, using its bona fide best efforts to have such portion of the budget approved, and exhausting all available reviews and appeals in the event such portion of the budget is not approved. F. Notwithstanding anything contained in paragraphs 13 or 14 of this Agreement to the contrary, if all the following events listed as 1 through 5, below, shall have occurred and C.F.R. has received a written opinion from The Colony's counsel verifying the occur- 3 fence of s~id events, O.F.~.fs oDiy r~med) for the occurrence of any evemt of default he~eu~der >mmll be to take possession of the Equipment (if The Colony has not otherwise returned the Equipment); provided, however, that no termination of the Agreement shall occur unless The Colony has been so notified that the provisions herein have been complied with by C.F.R. or its assignees: 1. Funds were not appropriated for any fiscal period during the term of this Agreement in an amount equal to the Payments due during such fiscal period for the acqui- sition of services and functions which in whole or in part are essentially the same services and functions for the performance of which the Equipment was acquired; and 2. Written notice thereof was given to C.F.E. within ten (10) days of adoption of the final budget for such fiscal year; and 3. The Colony has exhausted all f~nds legally available for all Payments due under this Agreement; and 4. The Colony properly and in a timely manner requested sufficient funds to satisfy the obligations due hereunder in each such subsequent fiscal period and The Colony diligently pursued and exercised all reasonable efforts to obtain such funds from the governing body which con- trois such appropriations; and 5. The Colony has paid all Payments due during the fiscal period immedlate~ly preceding the fiscal period for which sufficient funds were not appropriated. G. If The Colony terminated the Agreement because of nonapprop- riation of funds in accordance with the above or due to a default prior to the expiration of the Agreement Term, The Colony shall not during the period of The Colony's next succeeding fiscal year purchase, lease, or rent equipment performing functions similar to those performed by the Equipment covered by this Agreement. Fur- tber, The Colony agrees not to permit functions similar to those performed through the use of the Equipment to be performed by its own employees or by an agency or entity affiliated with or hired by The Colony during the period of the The Colony's next succeeding fiscal year. H. Notwithstanding the foregoing, if during the term of this Agree- ment, The Colony shall subsequently acquire services and/or fun- ctions which in whole or in part are essentially the same services and/or functions for the performance of which the Equipment was orginally acquired from C.F.R., C.F.R. shall have, to the extent permitted by law, the first right to receive such payments up to an amount equal to the aggregate unpaid Payments. Section 6. TAXES. Unless The Colony provided C.F.R. with evidence necessary to sustain an exemption therefrom, The Colony agrees to pay, when due, all license or registration fees, gross receipts taxes, rental taxes, asses- sments, charges, and sales, use, property, excise and other taxes now or 4 hereafter im?csec by any goveln~.entzl b~d? ir ai~ncy upon t~e Equipment, or the use thereof, other than taxes ~,n rr -~e~ared o5, the net income of C.F.R.. Any fees, taxes or other lawful charges paid by C.F.R. or its assigns for the account of The Colony shall become immediately due from The Colony to C.F.R. or its assigns. Section 7. USE AND MAINTENANCE. The Colony shall use the Equipment in a careful and proper manner, in compliance with all applicable laws and regu- lations, and at its sole expense and cost, maintain the Equipment in good repair, condition and working order. The Colony shall not do or permit to be done anything whereby any part of Equipment shall be physically damaged or destroyed or C.F.R.'s security interest in the Equipment legally preju- diced. Further, if the Equipment is data, communications or word processing equipment which the The Colony is not normally capable of maintaining, The Colony, at its expense, shall enter into and maintain in full force and effect for the duration of the Agreement, the manufacturer's or supplier's standard maintenance contract, and shall comply with all its obligations thereunder. An alternate source of maintenance may be used with C.F.R.'s prior written consent. Such consent shall be granted if, in C.F.R.'s reasonable opinion, the Equipment will be maintained in an equivalent state of good repair, condition and working order. Upon the expiration or early termination of this Agreement, The Colony shall return the Equipment in a condition which will permit C.F.R. to be eligible for the supplier's standard maintenance contract without incurring any expense to repair or rehabilitate such Equipment. The Equipment shall not be moved or relocated from the location shown on the DESCRIPTION OF EQUIPMENT in this Agreement without the prior written consent of C.F.R., which consent shall not be unreasonably withheld. Section 8. INSURANCE;IDEMNIFICATION. The Colony shall deliver to C.F.R. or its assignees prior to the inception of this Agreement and annually thereaf- ter, if requested by C.F.R. or its assignees, a Certificate of Insurance evidencing that the Equipment is insured through an accep~ble insurance carrier or by self insurance as to casualty~ public liability and property damage with C.F,R. and its assignees, as loss payees as their interest may appear. The coverage pursuant to the casualty insurance shall be at least equal at all times during the Agreement Term to the amount necessary to make all re~ining Payments for the then applicable Original or Renewal Term including the prepayment option payment as set forth in Exhibit B if the Agreement was terminated on a date 90 days following the date of loss. The Colony agrees to continue their insurance throughout the entire Agree- ment Term. The Colony shall indemnify and hold C.F.R., its successors and assigns, harmless from any and all claims, actions, proceedings, expenses, damages and liabilities, including attorneys' fees and court costs, arising in connection with the Equipment, including without limitation its selec- tion, purchase, delivery, possession, use, operation, cause of injury or damage, rejection or return and the recovery of claims under insurance policies or self insurance thereon or related thereto. Section 9. LIENS. The Colony shall not directly or indirectly create, incur, assume or suffer to exist any mortgage, pledge, lien, charge, encum- brance or claim on or with respect to the Equipment, except with respect to the respective rights of C.F.R. or its assignees and The Colony shall properly, at its own expense, take such action as my be necessary to discharge any mortgage, pledge, lien, charge, encumbrance or claim not excepted above if the same shall arise at any time. Section 10. D~lAGE OR D_S~RU~..0.,_~._.._K.. in the event the Equipment is partially lost, stolen, damaged or destroyed, The Colony will promptly repair and restore the Equipment so damaged or destroyed to working order for the purpose intended. In the event net insurance proceeds (including proceeds of self-insurance) are not sufficient to pay in full the cost of such repairs or restoration, The Colony will nevertheless complete the work thereof and will pay any cost in excess of the amount of the net proceeds of insurance. The Colony agrees that, if by reason of any such insufficiency of the net pro6eeds of insurance The Colony shall make payments pursuant to this paragraph, The Colony shall not be entitled to any reimbursement therefor from the C.F.R. or its assignees nor shall The Colony be entitled to any diminution of Payments or other amounts payable by it pursuant to this Agreement. In the event the Equipment is totally lost, stolen, damaged, or destroyed, The Colony shall pay to C.F.R. or its assignees a sum equal to all remaining Payments for the then applicable Original or Renewal Term including the prepayment option payment designated for the immediately preceeding fiscal year end as shown on Exhibit B and this Agreement shall terminate. Section 11. DISCLAIMER OF WARRANTIES; Compliance With Laws And Rules. C.F.R. MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR USE OF ANY OF THE EQUIPMENT OR AS TO ITS TITLE THERETO OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT. The Colony acknowledges that the Equipment has been purchased in accordance with its specifications and that C.F.R. is not a manufacturer of or dealer in such Equipment, and that C.F.R. bas made no representation or warranty and assumes no obligation with res- pect to the merchantability, condition, quality or fitness of the Equipment or the enforcement of the manufacturer's warranties or guaranties. The parties acknowledge that all representations and warranties relating to the equipment are being given directly by the manufacturer of the Equipment to The Colony. The Colony agrees, for the benefit of C.F.R. and its assignees, to comply in all respects (including, without limitation, with respect to the -use, maintenance and operation of each item of the Equipment) with all laws of the jurisdictions in which its operations involving the Equipment may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the Equipment, provided, however, that The Colony may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not adversely affect the title to the Equipment or the security interest therein or lien thereon created under paragraph 4 or its interest or rights under this Agreement that may be determintal in the opinion of C.F.R. and its assignees. Section 12. PERSONAL PROPERTY. The Equipment is, and shall at all times during the Agreemeut Term be and remain, personal property notwithstanding that the Equipment or any part thereof may be, or hereinafter become, in any manner affixed or attached to, or imbedded in, or permanently resting upon, real property or any buildings thereon or any fixture, or attached in any manner to what is permanent as by means of cement, plaster, nails., bolts, screws or otherwise. Section 13. EVENTS OF DEFAULT. The Colony shall be deemed to be in default hereunder upon the happening of any of the following events of default: A. The Colony shall fail to make any Payment, or to pay any B. The Colony shall fail to keep any other terms, covenants or conditions contained herein. Section 14. RgMEDIES ON DEFAULT. Upon the occurrence of an event of de- fault as specified in this Agreement, and The Colony shall fail to remedy such event of default with all reasonable dispatch within a period of thirty (30) days, then C.F.R. or its assignees shall have the right, at its option without any further demand or ,otice, to pursue any one or more of the following remedies. A. By written notice to The Colony declare aa amount equal to all Payments due during the then applicable Original or Renewal Term then in effect to be immediately doe and payable whereupon the same shall become immediately due and payable and The Colony shall have the obligation to immediately return the Equipment to C.F.R. in lieu of Payments which would otherwise be due beyond the Original or Renewal Term then in effect; B. Re-enter and take possession of the Equipment, enforcing the Agreement or terminating the Agreement and repossess the Equipment and sell or lease the Equipment or sell it for the account of the C.F.R. and its assignees holding The Colony liable for all Payments due up to the effective date of such selling or leasing and for the difference in the purchase price, rental and other amounts paid by the purchaser or lessee pursua~t to such sale or lease and the amounts payable by The Colony due during' the Agreement Term; and C. Take whatever action at law or in equity which m~y appear necessary or desirable to collect the Payments then due and there- after to become due during the then applicable Original or Renewal Term, or to enforce performance and observance of any obligation, agreement or covenant of The Colony under this Agreementf- inclu- ding payment of any amounts which The Colony shall fail to pay hereunder (such as insurance premiums, costs of repairs, taxes) any of which payments when made becoming an additional obligation of The Colony to C.F.R. and its assignees under this Agreement. C.F.R. and its assignees shall also be entitled to recover all costs and expenses, including attorney's fees, incurred in connec- tion with the enforcement of any rights or remedies of C.F.R. or its assignees against The Colony. Section 15. ASSIGNMENT. A. The Colony agrees not to sell, assign, lease, sublicense, pledge or otherwise encumber or suffer a lien or encumbrance uoon or against any interest in this Agreement or the Equipment without C.F.R.'s prior written consent, which consent shall not be unrea- sonably withheld. Under no circumstances shall C.F.R.'s withhol- ding of consent to any such sale, assignment, lease, sublicense, pledge, or other encumbrance or lien by The Colony be deemed unreasonable if such sale, assignment, lease, sublicense, pledge, or other encumbrance or lien would cause The Colony's obligation under this Agreement to become an obligation not described in 7 Section 1C3~a)(1) of the ~n.terna! keven~ bode of l:,Sq. Tn= operation of law. B. The Colony agrees that C.F.R. may grant a security interest in and lien on this Agreement and the Equipment. The Colony further agrees that C.F.R. may assign, in whole or in part, its right, title and interest in and to this Agreement, the Equipment and any more third' parties (subject to compliance with section 15). Any such assignees shall have the rights of C.F.R. under the Agreement. Section 16. NOTICES. All notices to be given under this Agreement shall be made in writing and mailed by certified or registered mail, postage prepaid, to the other party at its address set forth herein or at such address as the party may provide in writing from time to time. Section 17. MISCELLANEOUS. This Agreement, together with the Exhibits hereto, constitutes the entire agreement between the parties and this Agree- ment shall not be modified, amended, altered or changed except in writing signed by The Colony and C.F.R. or its assignees. Any provision of this Agreement found to be prohibited by law shall be ineffective to the extent of such prohibition without invalidating the remainder of this Agreement. Subject to the specific provisions of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties and their respective OTHER ADDITIONAL PROVISIONS. Any additional provisions of this Agreement are set forth in Exhibit B'attached hereto and incorporated herein by refe- IN WITNESS WHEREOF, The Colony and C.F.R. have caused this Agreement to be executed by their respective officers hereunto duly authorized, all as of the day and year first above written. CONSOLIDATED FINANCIAL RESOURCES, Inc. The Colony, Texas By: ~ By: 3anice Carroll, City Manager Tom Shirey Attest: Attest: By: ~ By: Officer: Dfficer: (seal) (seal) E[HiB1T A QUANTITY DESCRIPTION OF EQUIPMENT MODEL NO. SERIAL NUMBER See Attached Equipment List Equipment shall be located at: City Hall ESSENTIAL USE CERTIFICATE With respect to the Equipment Acquisition Agreement dated September, 16, 1985, between CFR and The Colony, Texas (The Colony)it is represented to you that the Equipment as set forth in the Equipment Acquisition Agreement will be used by City for the following purposes: Communication and the use of the Equipment is essential to its proper, efficient and economic operation. APPROPRIATION CERTIFICATE The undersigned The Colony, Texas (;'The Colony") hereby certifies that all payments due by The Colony under that certain Equipment Acquisition Agreement dated as of September 16, 1985, between The Colony and CFR for the fiscal year ending September 30, are within such fiscal year's Budget for The Colony and within an available, unexhausted and unencumbered appropriation for The Colony. INSURANCE CERTIFICATE The Colony hereby warrantes and covenants that the Equipment, which is the subject matter of the above-mentioned Equipment Acquisition Agreement, has been placed under coverage of the master insurance policy which is presently carried by The Colony. The Colony states that this master insurance policy has limits which are sufficient to cover the costs of the said-Equipment and that any deductible portion ~f said policy is not is not in an amount greater t~han the cost of the Equipment, so as to make the policy of no value. The Colony further states the master policy shall be in effect during the entire term of the Equipment Aquisition Agreement, and The Colony further states thats that at all times during the Equipment Aquisition Agreement, the policy as it pertains to the Equipment will be an anount equal to 100 percent of the then insurable interest of CoF.R. C.F.R's insurable interest is defined as the amount that would then be due C.F.R. on the most recent "Purchase Option" date as set forth on Exhibit "B" attached to the Equipment Aquisition Agreement and made a part thereof. The above Essential Use Certificate, Appropriation Certificate and Insurance Certifi- cates are acknowledged as true and valid, and The Colony agrees to make payments due in the manner set forth in the Equipment Acquisition Agreement. In witness whereof, I have set my hand and the seal of The Colony this day of . 19 (SEAL) The Colony, Texas By: Janice Carroll, City Manager EQUIPMENT LIST FOR T~E COLONY, TEXAS Omega 4 1638 Telephone System 1 Key Service Unit 1 1648 Expansion System 26 1648 Key Telephones 5 2500 Sets Exhibit B Payment - $ 361.82 Term - 60 months Advance Rent - $ 361.82 Security Deposit - $ 0.00 Due date - 16 Exhibit B is a schedule of payments showing interest, principal portions along with periodic preparchase amounts. However it is impossible to be calculated before the transaction is sold. The items mentioned above will re~in unchanged, Invoice Advanced Rental and Security Deposit - 361.82 Terms: Upon signing £onsolid~ted Financial ~ources ,Inc. G~e~¥1lle, Tx (214) Date: 9/tl/85 quote for :Th~ PRI~IP~ $16,~,~ C~ ~/~r 12 PAY~ $~1,~ $ ~ts/~r 12 iNTE~ .1~4 10.74~ Total ! ~ts ~ PRI~IP~ IN~T ~I~IP~ PRI~IP~ I~ TOT~ S PA~ PA~ ~INI~ P~ TO ~ ~ TO ~ ~ ~ 1 $212.01 $149.81 $1b,5~.~ $212.01 $149.81 $17,~.~ 2 $213.~1 $]~7.~1 $1~,312.07 ~.~ $~.71 $17, ]~.~ 4 $2~7.76 $1~.~ $15,878.49 ~.51 $5~.~ $16,6~.81 5 $219.71 $142.1] $15,65B.~ $I,0~.~ $~.~ $]6~4~.12 B $~.~ $I~.16 $1~,~7.~ $1,~.21 S1,1~.~ $15,6~.~ 9 S~.~ $1~.14 $14,7~.I1 $I,~.~ $1,~.49 $15,~2.~ 12 $~.~ $127.~ $1~,~.~ $2,6~.23 $I,~.61 $1~,6~.~ 1~ $2~.94 S1~.~ $13,~.~ ~,~.17 $I,~4.19 $14,~21.~ II $2~.~ $12~.~ $13,5~.~ ~, 1~7.~ $1,918.26 15 $2~.18 $121.~ $I3,~0.~ ~,~7.~ $2,~.~ $13,~.~ 16 $2~2.~ $119.49 $13,1~.~ ~,~.74 $2,159.~ $13,~.~ 17 $2~.~ $117.~ $12,~.76 ~,~4.2~ $2,~6.~ $13,~1.~ 18 $2~.6~ $115.13 $12,617.~ ~,1~.~ $2,~1.~ $13,1~.~ ~ 75~1.12 . - $110.~ -$12,117.~ ~,6~.~ $2,615.~5' $12,5M.70 21 $~3.~ $1~.45 $11,~.~ ~,~.~ $2,~.~ $i2,~1.~ ~ $~5.~ $1~.lB $11,~.~ $5,1~.% $2,~.~ $12,017.13 23 $~7.~ $1~.~ $11,~0.11 ~,~.~ $2,~.~ $Ih7~.43 24 $2~.2~ $101.~ $lh~.~ ~,~.12 $3,~.~ $11,%1.~ ~ $2~.57 ~.~ $10,~7.31 ~,910.6~ $3,1~.B1 $11,181.14 27 $267.~ $9&.~ $10,~.11 ~,~2.~ $3,~.~ $10,6~3.~ ~ $269.~ ~.14 $10,~.~3 ~,712.57 ~,MS.~ $10,327.~ ~ $~'~ ~.~ ~,~3.~ ~.~ ~,~.12 31 $276.~ ~.~ $9,~1.~ $7,5~.18 $3,~.2; $~,455.10 32 $~.~ ~-~ ~,~.~ $7,B15.~ ~,7~.~ ~ $~.~ $74.~ ~,~.~ ~,~.13 ~,~.57 ~,~3.13 ~ $~.~ $~.~ $7,~.~ ~,~.~ ~,~.~ $7,%9.~ ~ $~-~ ~9.~ $7,~.~ ~,~.~3 ~,I~.M $7,~.~ ~ $~4.81 ~7.01 $7,1~.~ ~,545.7~ M,~.~2 $7,~.~ ~ ~.~5 ~.~ ~,~4.81 ~,~.19 ~,~7.~ $7,~.~ 49 $2~25.17 $.36.65 $3,769. ~0 $12,9643.10 50 $~.~ ~.74 ~3,~1.~ $13,~6.]B ~.~ 51 $~1.~ ~.~ $3,110.~ $13,~7.~ ~.~.~ S3, i43.~ 54 $~.~ $21.~ $2,~.~ $14~.13 ~,~.15 $2~118.~ 5~ $~3.~ $18.~ $1,~4.~ $14,~I.15 ~,918.5 $1,~1.~ 56 $~.10 $15.72 ~1,410.~ $15,~7.5 ~,~.67 5B $~2.~ $9.50 S7~.24 $16,~.76 ~,~.~ $716.~ 59 S~5.~7 ~.~ ~53.~ $16~.23 ~,9~.15 ~.~ ~ $~.65 ~3.17 {~.~) {16,742.~ ~,~.31 (S.01) CONSOLIDATED FINANCIAL RESOUR£ES, !NC. P.O. BOX 962 GREENVILLE, TEXAS 75401 Gentlemen: As legal counsel' for The Colony, Texas, ("The Colony"} I am authorized to furnish opinions that may be required in connection with this Equipment Acquisition Agreement (the "Agreement~) dated September 16, 1985, between The Colony and C.F.R. I have examined duly executed originals of the Agreement, the proceedings taken by The Colony to authorize and execute the Agreement~ and such other public records, documents and proceedings as I have deemed relevant and necessary in rendering this opinion Based on my ex~mination~ I am of the opinion that: 1. The Colony is a duly created and presently existing [agency] [political subdivision] of the State of Texas 2. The Agreement has been duly authorized, executed and delivered by The Colony and is a legal, valid and binding obligation of The Colony enforceable in accordance with its terms. 3. To the best of my knowledge, the authorization, execution and delivery of the Agreement by The Colony and the performance of The Colony of its obligations with respect thereto will not contravene any provisions of any applicable law or any applicable judgment, order, decree or regulation of any Court or any public or governmental agency or authority of the State of Texas , and will not conflict with, result in any breach of, or constitute a default under, any agreement or instrument to which the The Colony is a party or by which The Colony is bound. 4. To the best of my knowledge, there is no action~ suit, proceeding, inquiry or investigation at law or in equity or before or by any court, public board or body pending or, to my knowledge, threatened against or affecting The Colony wherein an unfavorable decision, ruling or finding would adversely affect the transaction contemplated by the Agreement or the validity or enforceability of the Agreement or any agreement or instrument to which The Colony is a party and which is used or contemplated by the Agreement. Counsel for Printed Name I, y , do hereby certify that I am the elected or appointed and acting as of The Colony, Texas which is a political subdivision or agency duly organized and existing under the laws the state of Texas, that I have custody of such records of such entity, and that as the date hereof, the individual na~,~ed below is a duly elected or appointed officer of such entity holding the office set forth opposite his/her name, I further certify that the sign~tare set opposite their respective name and title are their true and authentic signature and such officer have atbority on behalf of such entity to e. ter into that certain Equipment Aquisltion Agreement dated September 16, 1985, such entity and Consolidated Financial Resources, Inc. Name Title Signature Janice Carroll, City Manager ~ ........................... IN WITNESS WHEREOF, I hav~ duly executed this certificate and affixed the seal of such entity hereto this 16th day of September, 1985. SEAL AC~.~ ~A.~.E Ci~?iFICATE CONSOLIDATED FINANCIAL RESOURCES, INC. P.O. Box 962 Greenviile, Texas 75401 Gentlemen: In accordance with the terms of the Equipment Acquisition Agreement dated September 16, 1985, (the "Agreement") between Consolidated Financial Resources, Inc., ("CFk") and the undersigned, The Colony hereby certifies and represents to, and agrees with, CFR as fol- lows: 1. The Equipment, as such term is defined in the Agreement, has been deli- vered and installed at the Equipment Location specified in the Agreement and accepted on the date indicated below. 2. The Colony has conducted such inspection and/or testing of'tbs Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. No event of Default, as such term is defined in the Agreement, ~nd no event which with notice or lapse of time, or both, would become an Event of Default, nas occurred and is continuing at the date hereof. Based on the foregoing, The Colony shall commence the Payments under the Agreement on , 19 Da te: , 19 The Colony, Texas By: ~ 3anice Carroll, City Manager NOTE: This certificate should be mailed directly to Consolidated Financial Resources, Inc., Inc. at P.O. Box 962, Greenville, Texas, 75401 when the equipment has been delivered to and accepted by The Colony, Texas.