R-78-169 - 6/8/1978ei
,,RESOLUTION NO. /%9A?
' 3 t
WHEREAS, the City Council of the City of •Round Rock has
previously authorized the expenditure of funds for the lease
of certain telephone ° equipment, and,' -e
k -
WHEREAS, said equipment has been delivered and installed
ATTEST:
•
to the satisfaction of the City Manager, and
WHEREAS, Professional Financial Associates have presented
the City with a lease agreement to be executed by the City;
NOW, THEREFORE BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF ROUND ROCK, TEXAS THAT:
The Mayor of the City be authorized to execute the lease
agreement on behalf of the City. A copy of the lease agreement
is attached hereto as an exhibit.
READ, APPROVED, and ADOPTED this I day of June, 1978.
1
AV Ael e /I / /.L!
o.{ne Land, City Secretary
a Litton, Mayor
City of Round Rock, Texas
PROFESSIONAL FINANCIAL ASSOCIATES, INC.
and Chief place of business at
CREEK GARDENS • 8705 SHOAL CREEK BOULLVARD • SUITE 104 • AUSTIN, TEXAS • 78758 .1512) 454 -6739
EQUIPMENT LEASE AGREEMENT
THIS EQUIPMENT LEASE AGREEMENT, hereinafter referred to as "Agreement," by and between PROFESSIONAL
FINANCIAL ASSOCIATES, INC., a corporation organized and Incorporated under the laws of the State of Texas, with office address at 6705
Shoal Creek Blvd., Suite 104, Austin, Texas 70758 (hereinafter called, together ith Its assignos, if any, "Lessor "), and
The City of Round Roc
(INCORPORATED, FORMED)
)NEREINAFTCR CALLED - LESSEE "):
214 East Main
(COR•ORATION, •ARTNERSNIP, PROPRIETORSNIPI organized and
under the laws of the State of with Its residence, mailing address
Round Rock, Texas 78664
WITNE55ETH:
I• LEASING: Subject to the terms and conditions set forth below, Lessor agrees to lease to Lessee and Lessee agrees to hire from
Lessor such unit or units Of equipment, hereinafter referred to as "Equipment," described in any Schedule attached herel0 and hereby made a part hereof
and any Schedule which may be executed from time to time by the parties hereto and thereby become a part hereof.
IL TERM, RENT AND PAYMENT. (a) The lease of and rant for Equipment shall commence on the day specified In the Schedule
pertaining thereto and shall continue for the period specified as the "term" In said Schedule. If any term be extended or any renewal option or option,
be exercised, the word "term" or "period,' as sed herein, shall be deemed to refer to all extended and renewal terms, and all provisions of this Agree-
ment shall apply during any extended and renewal terms, except as may be otherwise specifically provided In this Agreement or In any subsequent written
agreement of the parties.
therein. Lessee snail
report Rent for Equipment shall be In the amount set forth In the Schedule and shall be payable In advance at the times set forth
r port and pay promptly any and all taxes; license lees, assessments and public and private charges (Including penalty and Interest,
if any) due, assessed or levied against Equipment or the ownership, purchase, rental or use thereof, and reimburse Lessor or Its assigns upon receipt of
written request for reimbursement for any (axes assessed against Lessor or Its assigns by reason of the ownership, purchase, rental or use of Equipment,
or by reason of Lessor's sale (hereof t0 any third party, 11 such sale eliminates the necessity of paying tax on the ownership, purchase, rental or use Of
Equipment; and Lessee will, on request of Lessor, submit to Lessor written evidence of Lessee's payment thereof. Lessee shall reimburse Lessor on a pro-
portionate bails for any such taxes, fees, assessments and charges payable subsequent to the term of lease.
rated for any cause or reas .R ent 1h e e be a to specifically r at Its off Ica address stated above, except as otherwise directed by Lessor, and shall not be pro-
provided. Initial term advance rental shall be due In the specified amount upon acceptance by
Lessor of each Schedule providing for such rental. Subsequent rent payments shall be due periodically In advance on the same day of the month as the
lease commencement date specified in the Schedule. In no event shall any advance rental be refunded to Lessee. Lessor shall apply advance rentals
received upon acceptance of schedules to the first rent payment of the initial term of lease of the Equipment to which such Schedule applies, and the
balance of the advance rentals shall be applied to the final rental payments of the Initial term of lease of said Equipment.
(d) if any rental Is not paid within tan (10) days after due date, Lessee agrees to pay a late charge of five cents (54) per dollar
on, and In addition to, the amount of such rental but not exceeding the lawful maximum, If any.
111• SECURITY DEPOSIT: Security deposit shall be due In the specified amount upon acceptance by Lessor or each Schedule
providing therefor. Security deposit than be security for the full payment and performance of all terms, conditions, and obligations of the Lessee here.
under and under any and all Schedules. Such deposit shall not excuse the performance at the time and in the manner prescribed of any obligatigrl of
Lessee or prevent default thereof. Lessor may, but shall not be required to, apply such security deposit towards discharge of any Overdue Obligation of
Lessee. At the option of Lessee, the portion of the security deposit received by Lessor at the time Lessor accepted a particular Schedule, provided that
Lessee has fully compiled with and performed all Its obligations under such Schedule and Is not and has not been In default hereunder or under any
Schedule hereunder, may be credited toward the last rent payment or payments due during the Initial term of lease of Equipment under such Schedule
)after the application of all rental payments received by Lessor which are applicable to such Schedule) or re funded to Lessee.
IV. REPORTS: (a) Upon demand Lessee will advise Lessor where Equipment Is located and permit Lessor l0 examine the Same.
EqulpmenL /a tlue or detect (b) Lessee Equipment, � agrees that Lessor shall not be responsible for any loss or damage to Lessee, Its customers or anyone else, caused by
r ul p a Improper dfect of or otherwise. Nevertheless, Lessee will Immediately notify Lessor of each accident arising out Of the alleged
or apparent
O} p manufacturing, or operation of any Equipment, the time, place and naturo of the accident and damage, the names and
advise Lessor
of corresponden e, papers, injured, notices and documents whatsoever received by Lessee In connection with any claim o ng
relating to Improper manufacturing, operation or functioning of any Equipment or charging Lessor with liability, and together with Lessee's employees,
Lessee will Investgate and defend all such claims and recover damages from any third persons liable therefore. • Lessee Equipment, of the location )) f such Equ on s within tan (10) days alter any_day on which any tax or other Ilan shall attach to any or
tl011vared to Lasses or /rom a e ,se. will s aa t a Lessor forthwith q h In writing of the location of any Equipment moved by Lessee DOm the place where
greement any Schedule or any subsequent agreement executed.
(0) Upon request Lessee will deliver to Lents, In a form satisfactory to Lessor duplicate copies 01 Lessee's most recent financial
r , Accountan Including ts La or nce's by th most e chief f 5.000) iscal a offi al reof port
Les anseed . balance sheet and pro /II and loss statement, certified to by either a recognized firm of Certified
V. USE AND OPERATION: (a) Lessee shall not assign, sublet, mortgage, hypothecate or alter any of the Equipment leased here -
under or any Interest In this Agreement, nor shall Lessee remove any of the Equipment from the specified place of Equipment location, without the prior
wr`tt as consent t Lessor, and any attempt to so assign, sublet, mortgage, hypothecate, alter or remove shall constitute an act of default hereunder and
such assignment, sublease, mortgage or hypothecation shall be void and without effect. Lessee shall keep Items leased hereunder free and clear from all
claims, liens and encumbrances whatsoever. Lasses agrees to save and hold Lessor harmless from and against all claims, costs, expenses, damages and
liabilities, Including personal Injury, death or property damage claims arising or In any manner Occasioned by Equipment, 10 operation or use.
(0) Lessee assumes and shall be solely responsible for the entire risk and each and every cause or hazard of loss of any and all
Equipment, whether arising through operation or otherwise.
V(. SERVICE: (a) Lessee will at Its sole expense at all times maintain Equipment In good operating order, repair, condition and
appearance and keep Equipment protected from the elements, except during use In the normally contemplated manner. Lasses shall, 15 at any time re.
900,5,d to do so by Lessor, affix In a prominent position on each unit of Equlpmant plates, tags or other identifying labels Blowing ownership of Equip-
ment by Lessor.
not without equipent, or deViC0 on an
Equipment leased hereunderr if such addition will Impair the originally Intended } nction or l
use ot any Equipment. All additions, repairs, parts, sup-
plies, accessories, equipment and devices furnished, attached or affxed to any Equipment shall thereupon become the property Of Lessor (except such as
may be removed without In any way affecting or Impairing the originally Intended function or use of such unit). Further, Lessee will not, without the
prior written consent of LeSSOr and subject to such conditions as Lessor may Impose for Its protection, affix or Install any Equipment leased hereunder to
or In any other personal property Or t0 Or In any real propartY•
ment Or any Sane.. hec( der be required alterations t to comply with with respect to the Equipment that may at any time During the term of this Lease Agee -
Y with any applicable law of any governmental rule or regulation shall be at the expense of Lessee.
i
e VII. INSURANCE: Lessee agrees, at its own expense, to keep Equipment Insured, with companies 00003Iable IG Lessor, for such
amounts and agaItl SuCh hazards as Lessor may require, including, but not limited to, insurance for damage 10 Equipment Itself and liability coverage for
yersonalsnjurles, death or property damage, with losses under policies payable to Lessor Or Its assigns, it any, as co- Insured, In terms satisfactory to Lessor,
and deliver said policies, or evidence of Insurance satisfactory to Lessor, to Lessor with premium receipts therefor. Lessee hereby appoints Lessor as
Lessee's atlorney.ln• fact 10 make proof of loss, and claim for, receive payment of and execute or endorse all documents, checks or drafts In connection
wi th yments made as a result of such Insurance policies. Said policies shall provide That such Insurance may not be altered or cancelled by the Insurer
hl after ten (10) days' ,n Itlen notice to Lessor. In the event of damage to or loss, secretion, destruction or theft of Equipment. Or any portion of
Equipment, whether In whole or In part, Lessee will pay to Lessor the full value of all Equipment, or of the portion of Equipment affected 11 the value
and use 05 the remainder Of Equipment are not af fected, at the time of such occurrence, except 10 the extent that Lessor receives Proceeds of Insurance
covering such Equipment Lessor may, at Its option, apply Proceeds of Insurance. in whale or in part, (1) to repair or replace Equipment or any portion
thereof, (2) to of ford Lessee a pro•rata reduction In the rental payments attributable to Equipment or any portion thereof.
VIII. RETURN OF EQUIPMENT: Lessee warrants, upon acceptance of delivery Of Equipment, that It is In proper operating order
and appearance. Unless Lessee gives Lessor written notice of each Defect or other irregularity In an Item of Equipment within five (5) business days alter
receipt thereof, 11 shall be conclusively presumed, as between Lessee and Lessor, that the item was delivered In good repair and that Lessee accepts it as
an Item Of Equipment described In this Lease Agreement or Schedule hereof. Upon termination of lease by expiration of the period thereof or upon term.
Inat Ion for any other cause, Lessee will, at Its own cost and expense, promptly return Equipment to Lessor at an address specified by Lessor, In same con - ion as received
co Lessee r shall wD h ut u
cause Equipment to be and ! crated at ny 0x0en and l del li ivered a t0 ce a air !Oman[ a its aci nag
Lessor for shipment to such location as Lessor shat) direct, (freight collect, unless termination occurs prior to expiration of Inc lea. period) dsignate by
IX. DEFAULT: (a) if Lessee broaches Its obligation to pay rent when due and falls to cure said breach within ten (10) days, or
11 Lessee breaches any of the terms hereof or any of the terms of any Schedule hereunder, or if Lessee becomes Insolvent or ceases to do business as a
going co n cern If the Equipment or any part of It be abused, Illegally wed, Or misused, or If LOSSee makes an assignment for the benefit of creditors, Or if
a petition In bankruptcy or for arrangement or reorganization be filed by Or against Lessee, Or property of Lessee be attached or a receiver be appointed
for Lessee or any of Lessee's property or whenever Lessor may deem the rentals of Equipment Insecure, all initial term rentals for Equlpmenl shall at the
option of Lessor and without notice be accelerated and become due and payable forthwith, and Lessee hereby authorizes Lessor to enter with or without
legal process any premises where Equipment may be and take possession thereof. Lessee will upon default at request of Lessor assemble Equipment and
make Equipment available to the Lessor, in whole or In part as requested, at such place or places designated by Inc Lessor as are reasonably convenient
to
or In both Lessee and Lessor. To the extent not forbidden by law, Lessor may, but shall not be required to, sell Equipment at private or pub11C sale, In bulk
parcels,
not beequired to, or lease or otherwise 31530se a of n all t or part of the Equipment: and Lessor use Lessee's premises to any Or all of the foregoing t w i th-
out llablllty for rent, costs, damages or otherwise. The proceeds of sale lease or other disposition, If any, shall first be applied to all costs and charges and
hereon which incur shall Include unpald lor the ba ance the Initial term o g and selling. lease Equipme ti Lessee Equipment
tp then, to day se sums r thwit h . unpaid
alter acceleration Shall be at Inc rate of 1 /30th Of 1% per day but not to exceed the maximum lawful rate. All remedies herein c are cumulative, and'any or Interest
all there01 may be exercised in lieu of or In addition to any remedies at law, In equity, or under statute. Lessee waives demand of performance and notice
Of sage or other disposition. Lessee waives place of sale Or other dNOOSltlon and manner and place Of any advertising. If alter default this Agreement Is
placed In the hands of an attorney for collection of unpaid rent or enforcement of any other right or remedy of Lessor, Lessee shall pay as reasonable at-
t orneys' lees twenty percent (20 %) Of the rental then remaining unpaid or of the value of Equipment. whichever Is greater. If such attorneys' fees are par -
Itled by law, or If prohibited by law, such lesser sum as may De permitted. Waiver of any default shall not be a waiver of any other or subsequent de fault.
ad by Lessor to be a default under Inc the terms of any c oiner lea. agreement o Schedule by and betw Lessor and Lessee. r antl Lessee may be tleClar•
X. ASSIGNMENT: Lessee acknowledges and understands that Lessor may assign this Agreement Or any Schedule or part hereof
to a bank or any other lending institution or any other person, organization or agency, and Lessee shall (1) recognize any such assignment, (2) accept the
lawful demands of such assignee, (3) surrender assigned Equipment only to such assignee, (4) pay all rent payable hereunder and do any and all things re-
quired of Lessee hereunder, notwithstanding any default of the Lessor or the existence of any offset between Lessor and Lessee, and (5) not require any
assignee of the Agreement to perform any duty, covenant or condition requited to be performed by Lessor under the terms of this Agreement.
XI. DELIVERY OF EQUIPMENT TO LESSEE: Equipment shall be shlpped directly from the supplier thereof to the Lessee.
essee ogre. to accept such shipments and the parties agree that their rights and obligations under this Agreement shall not be allected by any delay In
shipment by suppliers caused by circumstances beyond their control, Including but not limited to acts Of God, fire, flood, war, government regulations,
directions or request, accidents Or labor (rouble. Lessee further agrees that Lessor shall not be liable for any loss or damage by reason 01 delay In shipment
or delivery caused by any of the 10,090109 Or any other circumstances. Lessee agrees to lase Equipment for the term and at the rental set forth In the
Schedules and to pay rent when due Irrespective of any claims, demands, set -offs, actions, sults or proceedings that If may have or assert against Lessor or
any supplier or manufacturer of Equipment or any portion thereof, Or any one or more others. Lessor Mall have no liability to Lessee In the event any
supplier, manufacturer or one or more Others fall to perform any obligations at any time due to Lessor and /or Lessee.
XII. MISCELLANEOUS: (a) Nothing herein Contained shall give or convey to Lessee any right, title or Interest In and to any
Equipment leased hereunder except as a Lessoe. The obligations of Lessor hereunder Mall be suspended to the extent that It is hindered or prevented•from
complying therewith because of labor disturbances (Including strikes and lockouts), war, acts of God, fires, storms, accidents, governmental regulations Or
Interference or any cause whatever beyond Its control. No obligation of Lessor hereunder shall survive the term of the sea. of any Equipment Or sooner
termination of this Agreement, and should Lessor permit the uSe of any Equipment beyond the term MCKIM 0 therefor, the obligations of Lessee her.
obligation shall permissive s shall construed of Lessor he 00000,, and Lessor maytake posse sion of any such Equipment at any time. n Any cancellation ter ation, to the
provisions hereof, by Lessor, of this Agreement, any Schedule, supplement Or amendment hereto Or the lease of any Equipment hereunder, shall not re-
lease Lessee from any then outstanding Obligations to Lessor hereunder. Equipment shall at all times remain personal property of Lessor regardless of the
degree of Its annexation to the real property and shall not by reason of any Installation In or affixation to real or personal property become a part thereof.
(0) Time Is Of the essence of this Agreement. Lessor's !allure at any time to require strict performance by Lessee of any of the
provisions hereof shall not waive or diminish Lessor's right thereafter to demand strict compliance therewith or with any other provision. Lessor's rights
h ereunder are cumulative and not alternative. Lessee agrees to execute any Instrument necessary or expedient for filing, recording or perfecting the Inter.
1 Of Lessor upon request of Lessor. Lessor is hereby authorized to Insert In Schedules hereunder the serial numbers of Equipment and Other Identifying
marks or similar information. Lessee waives all fight to trial by jury In any litigation arising heefrom or In relation hereto. All notices required to be
given by Lesser hereunder shall be deemed adequately given If sent by registered or certified mall to Lessor at address of Lessor stated herein, or at such
other place as Lessor may designate. This Agreement and any addendum thereto attached and signed by the parties, and any Supplement now or hero-
alter dgned by the parties, constitute the entire agreement of the parties with respect t0 the sub)tct matter hereof. No agent or employee of any supplier
or manufacturer is authorized to bind Lessor to tills Agreement or any Schedule, or to waive, alter Or add to the terms and conditions printed herein and
In any Schedule. THIS AGREEMENT, ANY VARIATION OR MODIFICATION OF THIS AGREEMENT, ANY WAIVER OF ANY OF ITS PRO-
VISIONS OR CONDITIONS AND ALL SCHEDULES SHALL NOT BE VALID UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED OFFICER
OR MANAGER OF LESSOR.
obligated to effect such (0) In case of failure of Lessee to comply with any provision of this Agreement, Lessor shall have the right, but shall not be
compliance In whole or In part, and all moneys spent by, and expenes of, Lessor shall be paid by Lessee forthwith and snail bear
interest at the rate of 1 /30th of 1% per day but not t0 exceed the maximum lawful rate If not so paid. Lessor's effecting such compliance Shall not be a
compliance shall constitute Additional moneys such
onal antpayable by,
o Lents, with 1110 next s rental payment. Any provision In this Agreement and any Schedule which
are In conflict with any statute, law or rule applicable snail be deemed omitted, modified or altered to conform thereto.
XIII. DISCLAIMER: LESSOR MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED.
WITH RESPECT TO EQUIPMENT, LESSEE UNDERSTANDS AND AGREES THAT NO WARRANTY I5 TO BE IMPLIED WITH RESPECT TO THE
CONDITION OF THE EQUIPMENT' ITS MERCHANTABILITY, THE FITNESS OF THE EQUIPMENT FOR A PARTICULAR PURPOSE, OR WITH
RESPECT TO INFRINGEMENT OR THE LIKE. NOTHING HEREIN CONTAINED SHALL BE CONSTRUED AS DEPRIVING THE LESSEE OF
WHATEVER RIGHTS, IF ANY, LESSEE MAY HAVE AGAINST THE SUPPLIER OF THE EQUIPMENT. a.4
IN WITNESS WH OF, Inc parties hereto have executed thee presents as Of the R h Day 05
Max 19
PROFESSIONAL FINANCIAL ASSOCIATES, INC., Lessor City of Round Rock Lasses
BY By Guarantor
(NAME) (NAME)
By Donald L. Bradford, President Ray Litton, Mayor
(TITLE) (TITLE)
(Seal)
Attest By
(NAME B. TITLE)
Joanne Land, City Secretary