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LEASE TWO SEWER VACUUM TRUCKS TO ENVIRONMENTAL PRODUCTS OF GEORGIA UTILIZING ITB 18-305
ce "rC�/k' i'+u6s'r9is"2Ye�,: ,�� it pr ,w R / i1 2525 West State Road 114 Rochester, IN 46975 FIRST NATIONAL (800)700-7878 Fax: (800)865-8517 www.republicfirstnational.com January 17, 2019 To: Joe LaGanke Vendor: Environmental Products of Georgia From: Mackie Ozment Customer: City of Augusta Thanks for the opportunity to give you a quote on your latest project! Equipment: Two(2)Vactor Sewer Cleaner Unit Cost: $829,894.00 Trade-In: $0.00 Net Financed: $829,894.00 Frequency of Payments: Annual Term: 4 MaintenanceTotal Payment Payments: $169,789.49 $24,000.00 Residual Payment: $193,789.49 APR: $248,968.00 4.49% Delivery Date: To be determined First Lease Payment Due: July, 2019 The lease is to be executed within 14 days of the equipment purchase contract. The quote is subject to acceptance of our documentation and credit approval. Payments and rates reflect pre-application of escrow earnings and manufacturer discounts(if any); and are based upon vendor payments being made no earlier than above dates. Rates are subject to change with Treasury Bills of like-maturity prior to funding. The lease must qualify for Federal Income Tax Exempt status for the Lessor. Sincerely, Republic First National Corporation Mackie Ozment mackieasfnonline.com "When results matter" / PLf R// - 2525 West State Road 114 EPj Rochester, IN 46975 " -'` Phone: (800) 700-7878 FIRST NA' toNAL Fax: (800) 865-8517 <,... www.republicfirstnational.com March 29, 2019 Anthony Sebek City of Augusta 535 Telfair Street, Suite 800 Augusta, GA 30901 RE: Financing for Two(2) New Vactor Trucks Dear Anthony: The documents for financing of the equipment listed above are enclosed. A Documentation Checklist has been included to guide you through the process of executing the contract. Please use this checklist to ensure the contract is completed accurately and completely so we may expedite funding your lease when we receive the returned original contract. Please print the documents single sided only. No double sided documentation will be accepted. Listed below are the documents we will need to fund this transaction: • Government Obligation Contract & Exhibits • Notice of Assignment • Insurance Requirements • Debit Authorization —(Optional) • 8038G IRS Form • Signed and Completed Credit Application Upon receipt of all listed documents; delivery of the equipment and your approval of the equipment invoice; we will remit payment to the vendor. This transaction is subject to acceptance of the documentation and final review and approval by the Senior Credit Committee of Republic First National, its nominees or assigns. The interest rate quoted is valid through 4/12/2019. If you have any questions, please feel free to contact me at(800) 700-7878. On behalf of everyone at Republic First National, thank you for your business! Sincerely, Britney Middleton Administrative Assistant "When results matter" 2525 West State Road 114 REPuBLI C Rochester, IN 46975. Phone: (800) 700-7878 FIRST NATIONAL Fax: (800) 865-8517 N. www.republicfirstnational.com MUNICIPAL CREDIT APPLICATION Please return completed application with required financial information. Legal Name of Obligor: City of Augusta Fed.Tax ID#: 58-2204274 Address:535 Telfair Street, Suite 800 City: Augusta County: Richmond State: GA Zip:30901 Contact Person: Anthony M. Sebek Title:Fleet Operations Coordinator Phone: (706) 821-2894 Fax:(706) 821-1899 Email Address: asebek@augusta.gov Alt Contact Email Address:dbwilliams@augustaga.gov Alternative Contact Person: Donna Williams Title: Finance Director Phone: (706) 821-2334 Date municipal entity was established: 01/17/36 Does the obligor self-insure for property&liability insurance? Yes Total Cost of Equipment/Project: $ 829,894.00 Term(years):4 *Down Payment: $ Source of Down Payment: Trade In:$ Delivery Date: 05/30/19 Other: $ Payment Due: ❑ Advance 0 Arrears Amount to Finance:$ 829,894.00 Payments: 0 Monthly 0 Quarterly 0 Semi-Annual ElAnnual *Obligor's down payment should be made before or at delivery. Proof of down payment is required prior to payment of any contract proceeds,unless otherwise negotiated. Has the obligor paid,or does obligor intend to pay, a vendor for any portion of the equipment being financed with the intent of being reimbursed with proceeds from this financing? 0 Yes 0 No How will the contract payments be made? ID Check 0 ACH ['Other(specify) What fund will the remaining contract payments be made from? ❑General 0 Special(specify) Storm Water Fund Will any federal monies be applied to the contract payments? El Yes 0 No If yes, explain. Equipment Description: Two(2)Vactor Trucks New Equipment: 0 Yes ❑ No If no, list age of equipment or date manufactured: Refurbished: 0 Yes 0 No Year: ',Rept cement: l 'Yes 0 No Age of current eq(zi rent:,3-t/ Yews Year uictlased: 2015 If not a replacement,why is the equipment needed? Buyout Included: 0 Yes 0 No Amount of buyout included: $ Soft Costs Included: 0 Yes 0 No Amount of soft costs included(shipping, software, and sales tax): $ Physical Ioc$tion of equipment after*Nary: 18 N 0 ht. 14.s R oJd, 4,454,0-.fir Gd 301 Oq Describe the essential use"of the equipment: 5 e- Ont k In.,.in-f ,1cc. Has the obligor ever defaulted or non-appropriated on a lease, bond,or legal obligation? 0 Yes El No Will the obligor issue more than$10,000,000 in tax-exempt debt in this calendar year? 0 Yes 0 No Is the project a building? 0 Yes 0 No If yes,who owns the land? What is the physical address of the new building/project? n/a • Three(3)most recently completed Audits or year-end Financial Statements • If the fiscal year end of the Audit is more than six(6)months ago,also provide year-to-date Balance Sheet with Debt Service Commitments and Income Statement • Currentur�reBudget / � Completed By(signature): / / ,G.Z� Printed Name and Title:7,44,2/e• 4 e ei� ie£2 Date: 40,2 Y Alit • Additional financial information maybe requested if deemed necessary during credit review. ri1:74�414 6'4 '- By signing this application Obligor representative agrees to the following statement: "Everything stated in this application is correct to the best of my knowledge. I understand Obligee will retain this application whether or not it is approved. Obligee is authorized to verify any information on this application with an appropriate third party as necessary to complete the credit review process." GA 5FP Non-App BQ VPA GOVERNMENT OBLIGATION CONTRACT Obligor Obligee City of Augusta, Georgia Republic First National Corporation 535 Telfair Street, Suite 800 2525 West State Road 114 Augusta, Georgia 30901 Rochester, Indiana 46975 Dated as of March 28,2019 This Government Obligation Contract dated as of the date listed above is between Obligee and Obligor listed directly above.Obligee desires to finance the purchase of the Equipment described in Exhibit A to Obligor and Obligor desires to have Obligee finance the purchase of the Equipment subject to the terms and conditions of this Contract which are set forth below. I. Definitions Section 1.01 Definitions.The following terms will have the meanings indicated below unless the context clearly requires otherwise: "Additional Schedule"refers to the proper execution of additional schedules to Exhibit A and Exhibit B,as well as other exhibits or documents that may be required by the Obligee all of which relate to the financing of additional Equipment. "Budget Year"means the Obligor's fiscal year. "Commencement Date"is the date when Obligor's obligation to pay Contract Payments begins. "Contract"means this Government Obligation Contract and all Exhibits attached hereto,all addenda,modifications,schedules,refinancings,guarantees and all documents relied upon by Obligee prior to execution of this Contract. "Contract Payments"means the payments Obligor is required to make under this Contract as set forth on Exhibit B. "Contract Term"means the Original Term and all Renewal Terms. "Exhibit"includes the Exhibits attached hereto,and any"Additional Schedule",whether now existing or subsequently created. "Equipment"means all of the items of Equipment listed on Exhibit A and any Additional Schedule,whether now existing or subsequently created,and all replacements,restorations, modifications and improvements. "Government"as used in the title hereof means a State or a political subdivision of the State within the meaning of Section 103(a)of the Internal Revenue Code of 1986,as amended("Code"), or a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103-1(b),or a qualified volunteer fire company within the meaning of section 150(e)(1)of the Code. "Obligee"means the entity originally listed above as Obligee or any of its assignees. "Obligor"means the entity listed above as Obligor and which is financing the Equipment through Obligee under the provisions of this Contract. "Original Term"means the period from the Commencement Date until the end of the Budget Year of Obligor. "Partial Prepayment Date"means the first Contract Payment date that occurs on or after the earlier of(a)the twenty-four month(24)anniversary of the Commencement Date or(b)the date on which Obligor has accepted all the Equipment and all amounts have been disbursed from the Vendor Payable Account to pay for the Equipment. "Purchase Price"means the total cost of the Equipment,including all delivery charges,installation charges,legal fees,financing costs,recording and filing fees and other costs necessary to vest full,clear legal title to the Equipment in Obligor,subject to the security interest granted to and retained by Obligee asset forth in this Contract,and otherwise incurred in connection with the financing of this Equipment. "Renewal Term"means the annual term which begins at the end of the Original Term and which is simultaneous with Obligor's Budget Year and each succeeding Budget Year for the number of Budget Years necessary to comprise the Contract Term. "State"means the state which Obligor is located. "Surplus Amount"means any amount on deposit in the Vendor Payable Account on the Partial Prepayment Date. "Vendor Payable Account"means the separate account of that name established pursuant to Section X of this Contract. II. Obligor Warranties Section 2.01 Obligor represents,warrants and covenants as follows for the benefit of Obligee or its assignees: (a) Obligor is an"issuer of tax exempt obligations"because Obligor is the State or a political subdivision of the State within the meaning of Section 103(a)of the Internal Revenue Code of 1986,as amended,(the"Code")or because Obligor is a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103-1(b),or a qualified volunteer fire company within the meaning of section 150(e)(1)of the Code. (b) Obligor has complied with any requirement for a referendum and/or competitive bidding. (c) Obligor has complied with all statutory laws and regulations that may be applicable to the execution of this Contract;Obligor,and its officer executing this Contract,are authorized under the Constitution and laws of the State to enter into this Contract and have used and followed all proper procedures of its governing body in executing and delivering this Contract.The officer of Obligor executing this Contract has the authority to execute and deliver this Contract.This Contract constitutes a legal,valid,binding and enforceable obligation of the Obligor in accordance with its terms. (d) Obligor shall use the Equipment only for essential,traditional government purposes. (e) Should the IRS disallow the tax-exempt status of the interest portion of the Contract Payments as a result of the failure of the Obligor to use the Equipment for governmental purposes, or should the Obligor cease to bean issuer of tax exempt obligations,or should the obligation of Obligor created under this Contract cease to be a tax exempt obligation for any reason, then Obligor shall be required to pay additional sums to the Obligee or its assignees so as to bring the after tax yield on this Contract to the same level as the Obligee or its assignees would attain if the transaction continued to be tax-exempt. (f) Obligor has never non-renewed funds under a contract similar to this Contract. (g) Obligor will submit to the Secretary of the Treasury an information reporting statement as required by the Code. (h) Upon request by Obligee,Obligor will provide Obligee with current financial statements,reports,budgets or other relevant fiscal information. (i) Obligor shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response,Compensation and Liability Act,42 U.S.C.9601 et.seq. as amended and supplemented. (j) Obligor hereby warrants the General Fund of the Obligor is the primary source of funds or a backup source of funds from which the Contract Payments will be made. (k) Obligor presently intends to continue this Contract for the Original Term and all Renewal Terms as set forth on Exhibit B hereto.The official of.Obligor responsible for budget preparation will include in the budget request for each Budget Year the Contract Payments to become due in such Budget Year,and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the Contract Payments coming due therein.Obligor reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose. (I) Obligor has selected both the Equipment and the vendor(s)from whom the Equipment is to be purchased upon its own judgment and without reliance on any manufacturer,merchant, vendor or distributor,or agent thereof,of such equipment to the public. (m) Obligor owns free and clear of any liens any additional collateral pledged,subject only to the lien described herein;Obligor has not and will not,during the Contract Term,create,permit, incur or assume any levies,liens or encumbrances of any kind with respect to the Equipment and any additional collateral except those created by this Contract. Section 2.02 Escrow Agreement.In the event both Obligee and Obligor mutually agree to utilize an Escrow Account,then immediately following the execution and delivery of this Contract, Obligee and Obligor agree to execute and deliver and to cause Escrow Agent to execute and deliver the Escrow Agreement.This Contract shall take effect only upon execution and delivery of the Escrow Agreement by the parties thereto.Obligee shall deposit or cause to be deposited with the Escrow Agent for credit to the Equipment Acquisition Fund the sum of N/A,which shall be held,invested and disbursed in accordance with the Escrow Agreement. III. Acquisition of Equipment,Contract Payments and the Purchase Option Price Section 3.01 Acquisition and Acceptance.Obligor shall be solely responsible for the ordering of the Equipment and for the delivery and installation of the Equipment.The Payment Request and Equipment Acceptance Form must be signed by the same authorized individual(s)who signed the Signature Card,Exhibit G.By making a Contract Payment after its receipt of the Equipment pursuant to this Contract,Obligor shall be deemed to have accepted the Equipment on the date of such Contract Payment for purposes of this Contract.All Contract Payments paid prior to delivery of the Payment Request and Equipment Acceptance Form shall be credited to Contract Payments as they become due as shown on the Contract Payment Schedule attached as Exhibit B hereto. Section 3.02 Contract Payments.Obligor shall pay Contract Payments exclusively to Obligee or its assignees in lawful,legally available money of the United States of America.The Contract Payments shall be sent to the location specified by the Obligee or its assignees.The Contract Payments shall constitute a current expense of the Obligor and shall not constitute an indebtedness of the Obligor.The Contract Payments,payable without notice or demand,are due as set forth on Exhibit B.Obligee shall have the option to charge interest at the highest lawful rate on any Contract Payment received later than the due date for the number of days that the Contract Payment(s)were late,plus any additional accrual on the outstanding balance for the number of days that the Contract Payment(s)were late.Obligee shall also have the option,on monthly payments only,to charge a late fee of up to 10%of the monthly Contract Payment that is past due. Furthermore,Obligor agrees to pay any fees associated with the use of a payment system other than check,wire transfer,or ACH.Once all amounts due Obligee hereunder have been received, Obligee will release any and all of its rights,title and interest in the Equipment. SECTION 3.03 CONTRACT PAYMENTS UNCONDITIONAL. Except as provided under Section 4.01,THE OBLIGATIONS OF OBLIGOR TO MAKE CONTRACT PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINED IN THIS CONTRACT SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT,DIMINUTION,DEDUCTION,SET-OFF,OR SUBJECT TO DEFENSE OR COUNTERCLAIM. Section 3.04 Purchase Option Price.Upon thirty(30)days written notice,Obligor shall have the option to pay,in addition to the Contract Payment,the corresponding Purchase Option Price which is listed on the same line on Exhibit B.This option is only available to the Obligor on the Contract Payment date and no partial prepayments are allowed.If Obligor chooses this option and pays the Purchase Option Price to Obligee then Obligee will transfer any and all of its rights,title and interest in the Equipment to Obligor. Section 3.05 Contract Term.The Contract Term shall be the Original Term and all Renewal Terms until all the Contract Payments are paid as set forth on Exhibit B except as provided under Section 4.01 and Section 9.01 below.If,after the end of the budgeting process which occurs at the end of the Original Term or any Renewal Term,Obligor has renewed as provided for in this Contract then the Contract Term shall be extended into the next Renewal Term and the Obligor shall be obligated to make all the Contract Payments that come due during such Renewal Term. Section 3.06 Disclaimer of Warranties.OBLIGEE MAKES NO WARRANTY OR REPRESENTATION,EITHER EXPRESS OR IMPLIED,AS TO THE VALUE,DESIGN,CONDITION,MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT,OBLIGEE IS NOT A MANUFACTURER,SELLER,VENDOR OR DISTRIBUTOR,OR AGENT THEREOF,OF SUCH EQUIPMENT;NOR IS OBLIGEE A MERCHANT OR IN THE BUSINESS OF DISTRIBUTING SUCH EQUIPMENT TO THE PUBLIC.OBLIGEE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION,OPERATION,POSSESSION,STORAGE OR USE OF THE EQUIPMENT BY OBLIGOR. IV. Non-Renewal Section 4.01 Non-Renewal.The Contract shall terminate absolutely and without further obligation on the part of the Obligor at the end of each Budget Year during the Contract Term unless it is automatically renewed as set forth below.If Obligor chooses to not renew,then all obligations of the Obligor under this Contract regarding Contract Payments for all remaining Renewal Terms shall be terminated at the end of the then current Budget Year without penalty or liability to the Obligor of any kind provided that if Obligor has not delivered possession of the Equipment to Obligee as provided herein and conveyed to Obligee or released its interest in the Equipment by the end of the last Budget Year for which Contract Payments were paid,the termination shall nevertheless be effective but Obligor shall be responsible for the payment of damages in an amount equal to the amount of the Contract Payments thereafter coming due under Exhibit B which are attributable to the number of days after such Budget Year during which Obligor fails to take such actions and for any other loss suffered by Obligee as a result of Obligor's failure to take such actions as required.This Contract will automatically renew at the end of each Budget Year unless positive action is taken by Obligor as evidenced by a resolution passed by the Obligor's governing body to terminate the Contract.Obligor shall immediately notify the Obligee as soon as the decision to non-renew is made.If such non-renewal occurs,then Obligor shall deliver the Equipment to Obligee as provided below in Section 9.04.Obligor shall be liable for all damage to the Equipment other than normal wear and tear.If Obligor fails to deliver the Equipment to Obligee,then Obligee may enter the premises where the Equipment is located and take possession of the Equipment and charge Obligor for costs incurred. V. Insurance,Damage,Insufficiency of Proceeds Section 5.01 Insurance.Obligor shall maintain both property insurance and liability insurance at its own expense with respect to the Equipment.Obligor shall be solely responsible for selecting the insurer(s)and for making all premium payments and ensuring that all policies are continuously kept in effect during the period when Obligor is required to make Contract Payments.Obligor shall provide Obligee with a certificate of Insurance which lists the Obligee and/or assigns as a loss payee and an additional insured on the policies with respect to the Equipment. (a) Obligor shall insure the Equipment against any loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Obligee in an amount at least equal to the then applicable Purchase Option Price of the Equipment.Alternatively,Obligor may insure the Equipment under a blanket insurance policy or policies. (b) The liability insurance shall insure Obligee from liability and property damage in any form and amount satisfactory to Obligee. (c) Obligor may self-insure against the casualty risks and liability risks described above.If Obligor chooses this option,Obligor must furnish Obligee with a certificate and/or other documents which evidences such coverage. (d) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Obligee and its assignees are named additional insureds and loss payees and that all losses are payable to Obligor and Obligee or its assignees as their interests may appear.Each policy issued or affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the policy without first giving thirty(30)days advance notice to Obligee or its assignees.Obligor shall furnish to Obligee certificates evidencing such coverage throughout the Contract Term. Section 5.02 Damage to or Destruction of Equipment.Obligor assumes the risk of loss or damage to the Equipment.If the Equipment or any portion thereof is lost,stolen,damaged,or destroyed by fire or other casualty,Obligor will immediately report all such losses to all possible insurers and take the proper procedures to obtain all insurance proceeds.At the option of Obligee,Obligor shall either(1)apply the Net Proceeds to replace,repair or restore the Equipment or(2)apply the Net Proceeds to the applicable Purchase Option Price.For purposes of this Section and Section 5.03,the term Net Proceeds shall mean the amount of insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof. Section 5.03 Insufficiency of Net Proceeds.If there are no Net Proceeds for whatever reason or if the Net Proceeds are insufficient to pay in full the cost of any replacement,repair,restoration, modification or improvement of the Equipment,then Obligor shall,at the option of Obligee,either(1)complete such replacement,repair,restoration,modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or(2)apply the Net Proceeds to the Purchase Option Price and pay the deficiency,if any,to the Obligee. Section 5.04 Obligor Negligence. Obligor assumes all risks and liabilities,whether or not covered by insurance,for loss or damage to the Equipment and for injury to or death of any person or damage to any property whether such injury or death be with respect to agents or employees of Obligor or of third parties,and whether such property damage be to Obligor's property or the property of others(including,without limitation,liabilities for loss or damage related to the release or threatened release of hazardous substances under the Comprehensive Environmental Response,Compensation and Liability Act,the Resource Conservation and Recovery Actor similar or successor law or any State or local equivalent now existing or hereinafter enacted which in any manner arise out of or are incident to any possession,use,operation,condition or storage of any Equipment by Obligor),which is proximately caused by the negligent conduct of Obligor, its officers,employees and agents. Section 5.05 Reimbursement. Obligor hereby assumes responsibility for and agrees to reimburse Obligee for all liabilities,obligations,losses,damages,penalties,claims,actions,costs and expenses(including reasonable attorneys'fees)of whatsoever kind and nature,imposed on,incurred by or asserted against Obligee that in any way relate to or arise out of a claim,suit or proceeding,based in whole or in part upon the negligent conduct of Obligor,its officers,employees and agents,or arose out of installation,operation,possession,storage or use of any item of the Equipment,to the maximum extent permitted by law. VI. Title and Security Interest Section 6.01 Title.Title to the Equipment shall vest in Obligor when Obligor acquires and accepts the Equipment.Title to the Equipment will automatically transfer to the Obligee in the event Obligor chooses to not renew under Section 4.01 or in the event Obligor defaults under Section 9.01.In such event,Obligor shall execute and deliver to Obligee such documents as Obligee may request to evidence the passage of legal title to the Equipment to Obligee. Section 6.02 Security Interest.To secure the payment of all Obligor's obligations under this Contract,as well as all other obligations,debts and liabilities,plus interest thereon,whether now existing or subsequently created,Obligor hereby grants to Obligee a security interest under the Uniform Commercial Code constituting a first lien on the Equipment described more fully on Exhibit A.Furthermore,Obligor agrees that any other collateral securing any other obligation(s)to Obligee,whether offered prior to or subsequent hereto,also secures this obligation.The security interest established by this section includes not only all additions,attachments,repairs and replacements to the Equipment but also all proceeds therefrom.Obligor authorizes Obligee to prepare and record any Financing Statement required under the Uniform Commercial Code to perfect the security interest created hereunder.Obligor agrees that any Equipment listed on Exhibit A is and will remain personal property and will not be considered a fixture even if attached to real property. VII. Assignment Section 7.01 Assignment by Obligee.All of Obligee's rights,title and/or interest in and to this Contract may be assigned and reassigned in whole or in part to one or more assignees or sub- assignees by Obligee at any time without the consent of Obligor.No such assignment shall be effective as against Obligor until the assignor shall have filed with Obligor written notice of assignment identifying the assignee.Obligor shall pay all Contract Payments due hereunder relating to such Equipment to or at the direction of Obligee or the assignee named in the notice of assignment.Obligor shall keep a complete and accurate record of all such assignments. Section 7.02 Assignment by Obligor.None of Obligor's right,title and interest under this Contract and in the Equipment maybe assigned by Obligor unless Obligee approves of such assignment in writing before such assignment occurs and only after Obligor first obtains an opinion from nationally recognized counsel stating that such assignment will not jeopardize the tax-exempt status of the obligation. VIII. Maintenance of Equipment Section 8.01 Equipment.Obligor shall keep the Equipment in good repair and working order,and as required by manufacturer's and warranty specifications.If Equipment consists of copiers, Obligor is required to enter into a copier maintenance/service agreement.Obligee shall have no obligation to inspect,test,service,maintain,repair or make improvements or additions to the Equipment under any circumstances.Obligor will be liable for all damage to the Equipment,other than normal wear and tear,caused by Obligor,its employees or its agents.Obligor shall pay for and obtain all permits,licenses and taxes related to the ownership,installation,operation,possession,storage or use of the Equipment.If the Equipment includes any titled vehicle(s),then Obligor is responsible for obtaining such title(s)from the State and also for ensuring that Obligee is listed as First Lienholder on all of the title(s).Obligor shall not use the Equipment to haul, convey or transport hazardous waste as defined in the Resource Conservation and Recovery Act,42 U.S.C.6901 et.seq.Obligor agrees that Obligee or its Assignee may execute any additional documents including financing statements,affidavits,notices,and similar instruments,for and on behalf of Obligor which Obligee deems necessary or appropriate to protect Obligee's interest in the Equipment and in this Contract.Obligor shall allow Obligee to examine and inspect the Equipment at all reasonable times. IX. Default . Section 9.01 Events of Default defined.The following events shall constitute an"Event of Default"under this Contract: (a) Failure by Obligor to pay any Contract Payment listed on Exhibit B for fifteen(15)days after such payment is due according to the Payment Date listed on Exhibit B. (b) Failure to pay any other payment required to be paid under this Contract at the time specified herein and a continuation of said failure for a period of fifteen(15)days after written notice by Obligee that such payment must be made.If Obligor continues to fail to pay any payment after such period,then Obligee may,but will not be obligated to,make such payments and charge Obligor for all costs incurred plus interest at the highest lawful rate. (c) Failure by Obligor to observe and perform any warranty,covenant,condition,promise or duty under this Contract for a period of thirty(30)days after written notice specifying such failure is given to Obligor by Obligee,unless Obligee agrees in writing to an extension of time.Obligee will not unreasonably withhold its consent to an extension of time if corrective action is instituted by Obligor.Subsection(c)does not apply to Contract Payments and other payments discussed above. (d) Any statement,material omission,representation or warranty made by Obligor in or pursuant to this Contract which proves to be false,incorrect or misleading on the date when made regardless of Obligor's intent and which materially adversely affects the rights or security of Obligee under this Contract. (e) Any provision of this Contract which ceases to be valid for whatever reason and the loss of such provision would materially adversely affect the rights or security of Obligee. (f) Except as provided in Section 4.01 above,Obligor admits in writing its inability to pay its obligations. (g) Obligor defaults on one or more of its other obligations. (h) Obligor becomes insolvent,is unable to pay its debts as they become due,makes an assignment for the benefit of creditors,applies for or consents to the appointment of a receiver, trustee,conservator,custodian,or liquidator of Obligor,or all or substantially all of its assets,or a petition for relief is filed by Obligor under federal bankruptcy,insolvency or similar laws,or is filed against Obligor and is not dismissed within thirty(30)days thereafter. Section 9.02 Remedies on Default.Whenever any Event of Default exists,Obligee shall have the right to take one or any combination of the following remedial steps: (a) With or without terminating this Contract,Obligee may declare all Contract Payments and other amounts payable by Obligor hereunder to the end of the then current Budget Year to be immediately due and payable. (b) With or without terminating this Contract,Obligee may require Obligor at Obligor's expense to redeliver any or all of the Equipment and any additional collateral to Obligee as provided below in Section 9.04.Such delivery shall take place within fifteen(15)days after the Event of Default occurs. If Obligor fails to deliver the Equipment and any additional collateral, Obligee may enter the premises where the Equipment and any additional collateral is located and take possession of the Equipment and any additional collateral and charge Obligor for costs incurred.Notwithstanding that Obligee has taken possession of the Equipment and any additional collateral,Obligor shall still be obligated to pay the remaining Contract Payments due up until the end of the then current Original Term or Renewal Term.Obligor will be liable for any damage to the Equipment and any additional collateral caused by Obligor or its employees or agents. (c) Obligee may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights.Obligor shall be responsible to Obligee for all costs incurred by Obligee in the enforcement of its rights under this Contract including,but not limited to,reasonable attorney fees. Section 9.03 No Remedy Exclusive.No remedy herein conferred upon or reserved to Obligee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Contract now or hereafter existing at law or in equity.No delay or omission to exercise any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof. Section 9.04 Return of Equipment and Storage. (a) Surrender:The Obligor shall,at its own expense,surrender the Equipment,any additional collateral and all required documentation to evidence transfer of title from Obligor to the Obligee in the event of a default or a non-renewal by delivering the Equipment and any additional collateral to the Obligee to a location accessible by common carrier and designated by Obligee.In the case that any of the Equipment and any additional collateral consists of software,Obligor shall destroy all intangible items constituting such software and shall deliver to Obligee all tangible items constituting such software.At Obligee's request,Obligor shall also certify in a form acceptable to Obligee that Obligor has complied with the above software return provisions and that they will immediately cease using the software and that they shall permit Obligee and/or the vendor of the software to inspect Obligor's locations to verify compliance with the terms hereto. (b) Delivery:The Equipment and any additional collateral shall be delivered to the location designated by the Obligee by a common carrier unless the Obligee agrees in writing that a common carrier is not needed.When the Equipment and any additional collateral is delivered into the custody of a common carrier,the Obligor shall arrange for the shipping of the item and its insurance in transit in accordance with the Obligee's instructions and at the Obligor's sole expense.Obligor at its expense shall completely sever and disconnect the Equipment and any additional collateral or its component parts from the Obligor's property all without liability to the Obligee.Obligor shall pack or crate the Equipment and any additional collateral and all of the component parts of the Equipment and any additional collateral carefully and in accordance with any recommendations of the manufacturer.The Obligor shall deliver to the Obligee the plans,specifications,operation manuals or other warranties and documents furnished by the manufacturer or vendor on the Equipment and any additional collateral and such other documents in the Obligor's possession relating to the maintenance and methods of operation of such Equipment and any additional collateral. (c) Condition:When the Equipment is surrendered to the Obligee it shall be in the condition and repair required to be maintained under this Contract.It will also meet all legal regulatory conditions necessary for the Obligee to sell or lease it to a third party and be free of all liens.If Obligee reasonably determines that the Equipment or an item of the Equipment,once it is returned,is not in the condition required hereby,Obligee may cause the repair,service,upgrade,modification or overhaul of the Equipment or an item of the Equipment to achieve such condition and upon demand,Obligor shall promptly reimburse Obligee for all amounts reasonably expended in connection with the foregoing. (d) Storage:Upon written request by the Obligee,the Obligor shall provide free storage for the Equipment and any additional collateral for a period not to exceed 60 days after the expiration of the Contract Term before returning it to the Obligee.The Obligor shall arrange for the insurance described to continue in full force and effect with respect to such item during its storage period and the Obligee shall reimburse the Obligor on demand for the incremental premium cost of providing such insurance. X. Vendor Payable Account Section 10.01 Establishment of Vendor Payable Account.On the date that the Obligee executed this Contract,which is on or after the date that the Obligor executes this Contract,Obligee agrees to(i)make available to Obligor an amount sufficient to pay the total Purchase Price for the Equipment by establishing a separate,non-interest bearing account(the"Vendor Payable Account"),as agent for Obligor's account,with a financial institution that Obligee selects that is acceptable to Obligor(including Obligee or any of its affiliates)and(ii)to deposit an amount equal to such Purchase Price as reflected on Exhibit B in the Vendor Payable Account.Obligor hereby further agrees to make the representations,warranties and covenants relating to the Vendor Payable Account as set forth in Exhibit C attached hereto.Upon Obligor's delivery to Obligee of a Payment Request and Equipment Acceptance Form in the form set forth in Exhibit F attached hereto,Obligor authorizes Obligee to withdraw funds from the Vendor Payable Account from time to time to pay the Purchase Price,or a portion thereof,for each item of Equipment as it is delivered to Obligor.The Payment Request and Equipment Acceptance Form must be signed by an authorized individual acting on behalf of Obligor.The authorized individual or individuals designated by the Obligor must sign the Signature Card which will be kept in the possession of the Obligee. Section 10.02 Down Payment.Prior to the disbursement of any funds from the Vendor Payable Account,the Obligor must either(1)deposit all the down payment funds that the Obligor has committed towards the purchase of the Equipment into the Vendor Payable Account or(2)Obligor must provide written verification to the satisfaction of the Obligee that all the down payment funds Obligor has committed towards the purchase of the Equipment have already been spent or are simultaneously being spent with the funds requested from the initial Payment Request and Equipment Acceptance Form. For purposes of this Section,the down payment funds committed towards the Equipment from the Obligor are the down payment funds that were represented to the Obligee at the time this transaction was submitted for credit approval by the Obligor to the Obligee. Schedule(01) EXHIBIT A DESCRIPTION OF EQUIPMENT RE: Government Obligation Contract dated as of March 28,2019,between Republic First National Corporation(Obligee)and City of Augusta, Georgia(Obligor) Below is a detailed description of all the items of Equipment including quantity,model number and serial number where applicable: Two(2)Vactor Trucks Physical Address of Equipment after Delivery: I V LI O GNI_I"P R V' nu GA 3o90 7 �' VT Schedule(01) EXHIBIT B PAYMENT SCHEDULE RE: Government Obligation Contract dated as of March 28,2019,between Republic First National Corporation(Obligee)and City of Augusta, Georgia(Obligor) Date of First Payment: July 1,2019 Original Balance: $829,894.00 Total Number of Payments: Five(5) Number of Payments Per Year: One(1) Pmt Due Total Servicing Contract Applied to Applied to *Purchase No. Date Payment Payment Payment Interest Principal Option Price 1 1-Jul-19 $193,789.49 $24,000.00 $169,789.49 $10,499.79 $159,289.70 $690,906.05 2 1-Jul-20 $193,789.49 $24,000.00 $169,789.49 $32,151.64 $137,637.85 $545,989.18 3 1-Jul-21 $193,789.49 $24,000.00 $169,789.49 $25,552.69 $144,236.80 $395,855.30 4 1-Jul-22 $193,789.49 $24,000.00 $169,789.49 $18,637.36 $151,152.13 $240,316.60 5 1-Jul-23 $248,968.00 $0.00 $248,968.00 $11,390.48 $237,577.52 $0.00 City of Augusta,Georgia Signature /i/�y Hardie Davis,Jr.,Mayor 4/12.4# ���7I► Printed Name and Title `IZ *Assumes all Contract Payments due to date are paid Schedule(01) EXHIBIT C ACCEPTANCE OF OBLIGATION TO COMMENCE CONTRACT PAYMENTS UNDER EXHIBIT B RE: Government Obligation Contract dated as of March 28,2019,between Republic First National Corporation(Obligee)and City of Augusta, Georgia(Obligor) I,the undersigned,hereby certify that I am a duly qualified representative of Obligor and that I have been given the authority by the governing body of Obligor to sign this Acceptance of Obligation to commence Contract Payments with respect to the above referenced Contract. I hereby certify that: 1. The Equipment described on Exhibit A has not been delivered,installed or available for use as of the Commencement date of this Contract. 2. Obligor acknowledges that Obligee has agreed to deposit into a Vendor Payable Account an amount sufficient to pay the total purchase price (the"Purchase Price")for the Equipment so identified in such Exhibit A; 3. The principal amount of the Contract Payments in the Exhibit B accurately reflects the Purchase Price; 4. Obligor agrees to execute a Payment Request and Equipment Acceptance Form authorizing payment of the Purchase Price,or a portion thereof, for each withdrawal of funds from the Vendor Payable Account. Notwithstanding that the Equipment has not been delivered to or accepted by Obligor on the date of execution of the Contract, Obligor hereby warrants that: (a) Obligor's obligation to commence Contract Payments as set forth in Exhibit B is absolute and unconditional as of the Commencement Date and on each date set forth in Exhibit B thereafter,subject to the terms and conditions of the Contract; (b) immediately upon delivery and acceptance of all the Equipment,Obligor will notify Obligee of Obligor's final acceptance of the Equipment by delivering to Obligee the"Payment Request and Equipment Acceptance Form"in the form set forth in Exhibit F attached to the Contract; (c) in the event that any Surplus Amount is on deposit in the Vendor Payable Account when an event of non-renewal or default under the Contract occurs,then those amounts shall be applied as provided in Section 10 of the Contract; (d) regardless of whether Obligor delivers a final Payment Request and Equipment Acceptance Form,all Contract Payments paid prior to delivery of all the Equipment shall be credited to Contract Payments as they become due under the Contract as set forth in Exhibit B. City of Augusta,Geor is Signature 4 Hardie Davis,Jr.,Mayor 44Hardie Name and Title 141/2/14 Schedule(01) EXHIBIT D OBLIGOR RESOLUTION RE: Government Obligation Contract dated as of March 28,2019,between Republic First National Corporation(Obligee)and City of Augusta, Georgia(Obligor) ' 1 � At a duly called meeting of the Governing Body of the Obligor(as defined in the Contract)held on 311G)/ i I the following resolution was introduced and adopted: BE IT RESOLVED by the Governing Body of Obligor as follows: 1. Determination of Need.The Governing Body of Obligor has determined that a true and very real need exists for the acquisition of the Equipment described on Exhibit A of the Government Obligation Contract dated as of March 28, 2019, between City of Augusta, Georgia (Obligor) and Republic First National Corporation(Obligee). 2. Approval and Authorization. The Governing Body of Obligor has determined that the Contract, substantially in the form presented to this meeting,is in the best interests of the Obligor for the acquisition of such Equipment,and the Governing Body hereby approves the entering into of the Contract by the Obligor and hereby designates and authorizes the following person(s)to execute and deliver the Contract on Obligor's behalf with such changes thereto as such person(s) deem(s) appropriate, and any related documents, including any Escrow Agreement, necessary to the consummation of the transaction contemplated by the Contract. Authorized Individual(s): Hardie Davis,Jr.,Mayor (Typed or Printed Name and Title of individual(s)authorized to execute the Contract) 3. Adoption of Resolution.The signatures below from the designated individuals from the Governing Body of the Obligor evidence the adoption by the Governing Body of this Resolution. Signature: (Signature of Secretary,Board airman or other member of the Governing Body) Printed Name&Title: Hardie Davis,Jr.,Mayor ;j,! (Printed Name and Title of individual who signed directly above) Attested By: �t �.kSd nature�of^©ne�a itlTi s17- elite"s tl�d� assage of this Resolution) Printed Nayne&Title: Lena J.Bonner,Clerk of Commissic t (Print40~4ftlivtel who signed direly above) .01 ft ..0,\.) e a o s s !A • nr ar a, c e:•.'moi "0e 9% �, Schedule(01) EXHIBIT E OFFICER'S CERTIFICATE RE: Government Obligation Contract dated as of March 28,2019,between Republic First National Corporation(Obligee)and City of Augusta, Georgia(Obligor) I,the undersigned,hereby certify that I am a duly qualified representative of Obligor and that I have been given the authority by the governing body of Obligor to sign this Officer's Certificate with respect to the above referenced Contract.I hereby certify that: 1. Obligor has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Contract Payments required to be paid under the Contract during the current Budget Year of Obligor,and such moneys will be applied in payment of all Contract Payments due and payable during such current Budget Year. 2. Obligor has obtained insurance coverage as required under the Contract from an insurer qualified to do business in the State. 3. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof. 4. The governing body of Obligor has approved the authorization, execution and delivery of this Contract on its behalf by the authorized representative of Obligor who signed the Contract. 5. Please list the Source of Funds(Fund Item in Budget)for the Contract Payments that come due under Exhibit B of this Contract. Source of Funds': Ell 4urt)ris-c of c°r sT 0,",k� By signing below,Obligor hereby authorizes the General Fund of the Obligor as a backup source of funds from which the Contract Payments can be made. • City of Augusta, Georgia 1a Signature v Hardie Davis,Jr.,Mayor 02fiqPrinted Name and Title Schedule(01) EXHIBIT F PAYMENT REQUEST AND EQUIPMENT ACCEPTANCE FORM RE: Government Obligation Contract dated as of March 28,2019,between Republic First National Corporation(Obligee)and City of Augusta, Georgia(Obligor) In accordance with Section 10.01,by executing this Payment Request and Equipment Acceptance Form the Obligor hereby represents that the Payee or Payees listed below who are requesting payment have delivered the Equipment or a portion of the Equipment or performed the services to the satisfaction of the Obligor and that the amounts requested below by the Payee or Payees are proportionate with the value of the Equipment delivered or services rendered by the Payee or Payees.The Obligor hereby represents and warrantsraqfor`all purposes that: 1. Pursuant to the invoice attached hereto,the amount to be disbursed is$ 2-` i[+9LI 00 and this amount is consistent with the Contract between Obligor and Vendor. 2. Payment is to be made to: Payee: �A MZ6 f4 1' j(A:5 oC GeC; 3. The undersigned certifies that the following documents are attached to this Payment Request and Equipment Acceptance Form when there is a request for a release of funds from the Vendor Payable Account to pay for a portion,or all,of the Equipment:(1)Invoice from the Vendor,(2) copy of the Contract between Obligor and Vendor(if requested by the Obligee),(3)Insurance Certificate(if applicable),(4)front and back copy of the original MSO/Title listing KS StateBank and/or its assigns as the first lien holder(if applicable). By executing this Payment Request and Equipment Acceptance Form and attaching the documents as required above,the Obligor shall be deemed to have accepted this portion of the Equipment for all purposes under the Contract, including, without limitation,the obligation of Obligor to make the Contract Payments with respect thereto in a proportionate amount of the total Contract Payment. 4. No amount listed in this exhibit was included in any such exhibit previously submitted. 5. Each disbursement hereby requested has been incurred and is a proper charge against the Vendor Payable Account. No amount hereby requested to be disbursed will be paid to Obligor as reimbursement for any expenditure paid by Obligor more than 60 days prior to the date of execution and delivery of the Contract. 6. The Equipment referenced in the attached has been delivered, installed, inspected and tested as necessary and in accordance with Obligor's specifications and accepted for all purposes. 7. That Obligor is or will be the title owner to the Equipment referenced in the attached,and that in the event that any third party makes a claim to such title that Obligor will take all measures necessary to secure title including,without limitation,the appropriation of additional funds to secure title to such Equipment,or a portion thereof,and keep the Contract in full force and effect.Furthermore,Obligor has obtained insurance coverage as required under the Contract from an insurer qualified to do business in the State. 8. Obligor has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Contract Payments required to be paid under the Contract during the current Budget Year of Obligor,and such moneys will be applied in payment of all Contract Payments due and payable during such current Budget Year. 9. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof. I,the undersigned,hereby certify that I am a duly qualified representative of Obligor and that I have been given the authority by the governing body of Obligor to sign this Payment Request and Equipment Acceptance Form. Please forward this document and any correspondence relating to vendor payment to: • Email: britney@rfnonline.com or Fax:800-865-8517 Please call 800-700-7878 if you have any questions. City of Augusta,Geor is (Piv Signature Hardie Davis,Jr.,Ma 1 L�,�if Printed Name and Ti Schedule(01) EXHIBIT G SIGNATURE CARD RE: Government Obligation Contract dated as of March 28,2019,between Republic First National Corporation(Obligee)and City of Augusta, Georgia(Obligor) The below signatures will be used for purposes of verifying the signature on a Payment Request and Equipment Acceptance Form prior to making payments from the Equipment Acquisition Fund or Vendor Payable Account.By signing below,the undersigned represents and warrants that s/he has received all appropriate authority from City of Augusta,Georgia. City of Augusta,Georgia i L Signature AMHardie Davis,Jr.,Mayor Printed Name and Title W12/6 Sign ure of additional thorized individual(optional)of Obligor i11441/1/,'''; ilP Si nature Dena'J^:BonPler,-,Clerk.of*Comrnissjon, ,..,.., Printed Name and Title 'a Y n "� o., h 4,6; ¢ i "k- Uw 4,.mss 0. / 10 Schedule(01) EXHIBIT H OBLIGOR ACKNOWLEDGEMENT RE: Government Obligation Contract dated as of March 28,2019,between Republic First National Corporation(Obligee)and City of Augusta, Georgia(Obligor) Obligor hereby acknowledges that it has ordered or caused to be ordered the equipment that is the subject of the above-mentioned Contract. Please complete the below information,attach another page if necessary� Fn' Vendor Name: onI1erkt F G L +S (-2-t ec.^i f'c� 'IUL'L -13 _ 97o0 l-c; GA6K(e 0 � Equipment: '1 c ciJ1 �P NeW Vt,L-}'t%^ 2I15S .Se.)e,- 1/6,t,04,1 1,^,iCki. Cost of Equipment: Vendor Name: Equipment: Cost of Equipment: Vendor Name: Equipment: Cost of Equipment: Vendor Name: Equipment: Cost of Equipment: Vendor Name: Equipment: Cost of Equipment: Obligor will immediately notify Obligee if any of the information listed above is changed. Schedule(01) EXHIBIT I BANK QUALIFIED CERTIFICATE RE: Government Obligation Contract dated as of March 28,2019,between Republic First National Corporation(Obligee)and City of Augusta, Georgia(Obligor) Whereas,Obligor hereby represents that it is a"Bank Qualified"Issuer for the calendar year in which this Contract is executed by making the following designations with respect to Section 265 of the Internal Revenue Code of 1986,as amended(the"Code").(A"Bank Qualified Issuer"is an issuer that issues less than ten million($10,000,000)dollars of tax-exempt obligations other than"private activity bonds"as defined in Section 141 of the Code, excluding certain"qualified 501(c)(3)bonds"as defined in Section 145 of the Code,during the calendar year). Now,therefor,Obligor hereby designates this Contract as follows: 1. Designation as Qualified Tax-Exempt Obligation.Pursuant to Section 265(b)(3)(B)(i)of the Code,the Obligor hereby specifically designates the Contract as a "qualified tax-exempt obligation"for purposes of Section 265(b)(3)of the Code. In compliance with Section 265(b)(3)(D)of the Code, the Obligor hereby represents that the Obligor will not designate more than $10,000,000 of obligations issued by the Obligor in the calendar year during which the Contract is executed and delivered as such"qualified tax-exempt obligations". 2. Issuance Limitation.In compliance with the requirements of Section 265(b)(3)(C)of the Code,the Obligor hereby represents that the Obligor (including all subordinate entities of the Obligor within the meaning of Section 265(b)(3)(E)of the Code)reasonably anticipates not to issue in the calendar year during which the Contract is executed and delivered,obligations bearing interest exempt from federal income taxation under Section 103 of the Code(other than "private activity bonds"as defined in Section 141 of the Code and excluding certain "qualified 501(c)(3) bonds"as defined in Section 145 of the Code)in an amount greater than$10,000,000. City of Augusta,Georgia AOSignature Hardie Davis,Jr.,Mayor Printed Name and Title NOTICE OF ASSIGNMENT MARCH 28,2019 Republic First National Corporation(Obligee/Assignor)hereby gives notice of an Assignment between Obligee/Assignor and KS StateBank(Assignee) of the Government Obligation Contract(Contract)between Obligee/Assignor and City of Augusta,Georgia,dated as of March 28,2019. All Contract Payments coming due pursuant to the Contract shall be made to: KS StateBank P.O.Box 69 Manhattan,Kansas 66505-0069 Republic First National Corporation,Obligee/Assignor Signature Printed Name and Title ACKNOWLEDGEMENT OF AND CONSENT TO ASSIGNMENT City of Augusta, Georgia (Obligor) as party to a Government Obligation Contract dated as of March 28, 2019 between Obligor and Republic First National Corporation(Obligee), hereby acknowledges receipt of a Notice of Assignment dated March 28,2019 whereby Obligee gave notice of its assignment to KS StateBank of its right to receive all Contract Payments due from Obligor under the Contract and hereby consents to that Assignment. Pursuant to the Notice of Assignment from Obligee,Obligor agrees to deliver all Contract Payments coming due under the Contract to: KS StateBank P.O.Box 69 Manhattan,Kansas 66505-0069 City of Augusta,Gem— . eor ' -- �./ Signa ure - `-. Hardie Davis,Jr.,Mayor 4(12 f If Printed Name and Title INSURANCE REQUIREMENTS Pursuant to Article V of the Government Obligation Contract, you have agreed to provide us evidence of insurance covering the Equipment. A Certificate of Insurance listing the information stated below should be sent to us no later than the date on which the equipment is delivered. Insured: Certificate Holder: City of Augusta,Georgia KS StateBank 535 Telfair Street,Suite 800 1010 Westloop, P.O. Box 69 Augusta,Georgia 30901 Manhattan, Kansas 66505-0069 1. Equipment Description • Two(2)Vactor Trucks • Please include all applicable VIN's,serial numbers,etc. 2. Physical Damage • All risk coverage to guarantee proceeds of at least$829,894.00. 3. Liability • Minimum Combined Single Limit of$1,000,000.00 on bodily injury and property damage. 4. Additional Insured and Loss Payee • KS StateBank AOIA(and/or Its Assigns)MUST be listed as additional insured and loss payee. Please forward certificate as soon as possible to: Email: britney@rfnonline.com or Fax:800-865-8517 Please complete the information below and return this form along with the Contract. () p /� City of Augusta,Georgia Insurance Company: /JoT AP�'LIChgLt - Sec- Ce7 Agent's Name: S 4k yec4 0 t� � �f� Coin-Ajc. A.ff� Telephone#: Fax#: Address: City,State Zip: Email: FINANCE DEPARTMENT / RISK MANAGEMENT DIVISION G OR 01A Donna Williams, CGFM Director of Finance Joseph Crozier, CM, CWCP Risk Management Manager January 2,2019 AS OF July 18, 1997 STATEMENT OF LIABILITY COVERAGE AUGUSTA-RICHMOND COUNTY,GEORGIA As Augusta-Richmond County, Georgia is a local government pursuant to the "Home Rule Act", liability claims are handled in-house through the Risk Management Division of the Finance Department and any settlement awards are paid from available Commission funds. Augusta-Richmond County, Georgia does not carry commercial insurance coverage on its fleet, equipment or machinery. Damages to property are handled in-house through the Risk Management Division of the Finance Department and available funds are used to repair or replace damaged items. Under lease agreements, the Augusta Commission will fulfill its obligation under the lease agreement as if there were insurance to cover the loss. Please be advised that Augusta-Richmond County,Georgia is entitled to the defense of sovereign immunity. ,490'Prt 6.eti e6,--;"4-7 /--(9- /9 Donna Williams Date Director of Finance 535 Tetfair Street,Suite 920 Augusta,Georgia 30901-2382(706)821-2301(Office)(706)821-2502(Fax) WWW.ALIGUSTAGA.GOV Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.September 2011) OMB No.1545-0720 11- Under Internal Revenue Code section 149(e) Department of the Treasury ► See separate instructions. Internal Revenue Service Caution:If the issue price is under$100,000, use Form 8038-GC. Part I Reporting Authority If Amended Return, check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) • City of Augusta,Georgia 58-2204274 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 535 Telfair Street,Suite 800 13 I I 6 City,town,or post office,state,and ZIP code 7 Date of issue Augusta,Georgia 30901 03/28/2019 8 Name of issue 9 CUSIP number Government Obligation Contract None 10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other instructions) employee shown on 10a Mr.Anthony Sebek,Fleet Operations Coordinator (706)821-2894 Part II Type of Issue(enter the issue price).See the instructions and attach schedule. 11 Education 11 12 Health and hospital 12 13 Transportation 13 14 Public safety 14 15 Environment(including sewage bonds) 15 16 Housing 16 17 Utilities 17 18 Other.Describe► Two(2)Vactor Trucks 18 846,790 99 19 If obligations are TANs or RANs,check only box 19a ► ❑ : l; If obligations are BANs,check only box 19b ► ❑ ��' 20 If obligations are in the form of a lease or installment sale,check box ► ❑ Part Ill Description of Obligations.Complete for the entire issue for which this form is being filed. (a)Final maturity date (b)issue price (c)Stated redemption (d)Weighted a Yield price at maturity average maturity ( ) 21 07/01/2023 $ 846,790.99 $ 829,894.00 3.205 years 4.745 Part IV Uses of Proceeds of Bond Issue(including underwriters'discount) 22 Proceeds used for accrued interest 22 23 Issue price of entire issue(enter amount from line 21,column(b)) 23 846,790 99 24 Proceeds used for bond issuance costs(including underwriters'discount) . . . . 24 16,896 99 25 Proceeds used for credit enhancement 25 26 Proceeds allocated to reasonably required reserve or replacement fund 26 27 Proceeds used to refund prior tax-exempt bonds.Complete Part V. 27 28 Proceeds used to refund prior taxable bonds.Complete Part V. 28 29 Total(add lines 24 through 28) 29 16,896 99 30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30 829,894 00 Part V Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded . . ► years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be called(MM/DD/YYYY) ► 34 Enter the date(s)the refunded bonds were issued ► (MM/DD/YYYY) For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G (Rev.9-2011) Form 8038-G(Rev.9-2011) Page 2 Part VI Miscellaneous 35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) 36a b Enter the final maturity date of the GIC► (MM/DD/YYYY) c Enter the name of the GIC provider► 37 Pooled financings:Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑ and enter the following information: b Enter the date of the master pool bond ►(MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond ► d Enter the name of the issuer of the master pool bond 1- 39 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box ► EI 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box ► ❑ 41a If the issuer has identified a hedge,check here ► ❑ and enter the following information: b Name of hedge provider► c Type of hedge 1- d d Term of hedge ► 42 If the issuer has superintegrated the hedge,check box ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount of reimbursement ► b Enter the date the official intent was adopted ► (MM/DD/YYYY) Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to process this return,to the person that I have aut uaa4eho e. and �L Consent l L /12/14 Signature of issuer's authorized representative Date Type or print name and title / Print/Type preparer's name Preparer's signature Date PTIN Paid //,, gRaIiyslgnedbyH.Evan Howe Check❑if Preparer H.Evan Howe (� �py„`ioate2o,9o3zs,3:2,02-0500' 03/28/2019 self-employed P01438994 Firm's Name 11. Baystone Financial LLC Firm's EIN► 48-1223987 Use Only Firm's Address► 12980 Metcalf,Suite 310,Overland Park,KS 66213 Phone no. (800)752-3562 Form 8038-G (Rev.9-2011)) NOTICE OF ASSIGNMENT MARCH 28,2019 Republic First National Corporation(Obligee/Assignor)hereby gives notice of an Assignment between Obligee/Assignor and KS StateBank(Assignee) of the Government Obligation Contract(Contract)between Obligee/Assignor and City of Augusta,Georgia,dated as of March 28,2019. Ali Contract Payments coming due pursuant to the Contract shall be made to: KS State Bank P.O.Box 69 Manhattan,Kansas 66505-0069 Republic First National Corporation,Obligee/Assignor 6tal E• Si nature Darling, x1 •. Presid Ylf Printed Name and Title ACKNOWLEDGEMENT OF AND CONSENT TO ASSIGNMENT City of Augusta,Georgia(Obligor)as party to a Government Obligation Contract dated as of March 28,2019 between Obligor and Republic First National Corporation(Obligee),hereby acknowledges receipt of a Notice of Assignment dated March 28,2019 whereby Obligee gave notice of its assignment to KS StateBank of its right to receive all Contract Payments due from Obligor under the Contract and hereby consents to that Assignment. Pursuant to the Notice of Assignment from Obligee,Obligor agrees to deliver all Contract Payments coming due under the Contract to: KS StateBank P.O.Box 69 Manhattan,Kansas 66505-0069 City of Augusta,Georgia Signature Hardie Davis,Jr.,Mayor Printed Name and Title Section 10,03 Disbursement upon Non-Renewal or Default.If an event of non-renewal or default occurs prior to the Partial Prepayment Date,the amount then on deposit in the Vendor Payable Account shall be retained by the Obligee and Obligor will have no interest therein. Section 10.04 Surplus Amount.Any Surplus Amount then on deposit in the Vendor Payable Account on the Partial Prepayment Date shall be applied to pay on such Partial Prepayment Date a portion of the Purchase Option Price then applicable. Section 10.05 Recalculation of Contract Payments.Upon payment of a portion of the Purchase Option Price as provided in Section 10.04 above,each Contract Payment thereafter shall be reduced by an amount calculated by Obligee based upon a fraction the numerator of which is the Surplus Amount and the denominator of which is the Purchase Option Price on such Partial Prepayment Date.Within 15 days after such Partial Prepayment Date,Obligee shall provide to Obligor a revised Exhibit B to this Contract,which shall take into account such payment of a portion of the Purchase Option Price thereafter and shall be and become thereafter Exhibit B to this Contract,Notwithstanding any other provision of this Section 10,this Contract shall remain in full force and effect with respect to all or the portion of the Equipment accepted by Obligor as provided in this Contract,and the portion of the principal component of Contract Payments remaining unpaid after the Partial Prepayment Date plus accrued interest thereon shall remain payable in accordance with the terms of this Contract,including revised Exhibit B hereto which shall be binding and conclusive upon Obligee and Obligor. Xl. Miscellaneous Section 11.01 Notices.All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,postage prepaid,to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing. Section 11.02 Binding Effect.Obligor acknowledges this Contract is not binding upon the Obligee or its assignees unless the Conditions to Funding listed on the Documentation Instructions have been met to Obligee's satisfaction,and Obligee has executed the Contract.Thereafter,this Contract shall Inure to the benefit of and shall be binding upon Obligee and Obligor and their respective successors and assigns. section 11.03 Severability.In the event any provision of this Contract shall be held Invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 11.04 Amendments,Addenda,Changes or Modifications.This Contract may be amended,added to,changed or modified by written agreement duly executed by Obligee and Obligor. Furthermore,Obligee reserves the right to directly charge or amortize into the remaining balance due from Obligor,a reasonable fee,to be determined at that time,as compensation to Obligee for the additional administrative expense resulting from such amendment,addenda,change or modification requested by Obligor. Section 11.05 Execution in Counterparts.This Contract may be simultaneously executed In several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.06 Captions.The captions or headings in this Contract do not define,limit or describe the scope or intent of any provisions or sections of this Contract, Section 11,07 Master Contract.This Contract can be utilized as a Master Contract.This means that the Obligee and the Obligor may agree to the financing of additional Equipment under this Contract at some point in the future by executing one or more Additional Schedules to ExhibitA and Exhibit 8,as well as other exhibits or documents that may be required by Obligee.Additional Schedules will be consecutively numbered on each of the exhibits which make up the Additional Schedule and all the terms and conditions of the Contract shall govern each Additional Schedule. Section 11.08 Entire Writing.This Contract constitutes the entire writing between Obligee and Obligor.No waiver,consent,modification or change of terms of this Contract shall bind either party unless in writing and signed by both parties,and then such waiver,consent,modification or change shall be effective only in the specific instance and for the specific purpose given.There are no understandings,agreements,representations,conditions,or warranties,express or implied,which are not specified herein regarding this Contract,the Equipment or any additional collateral,financed hereunder.Any terms and conditions of any purchase order or other documents submitted by Obligor in connection with this Contract which are in addition to or inconsistent with the terms and conditions of this Contract will not be binding on Obligee and will not apply to this Contract. Obligee and Obligor have caused this Contract to be executed in their names by their duly authorized representatives listed below. City of Augusta,Georgia Republic First National Corporation I Signature Signature Hardie Davis,Jr.,MayorAeN 7la R_ �iL Title Printed Name and Title Printe3 Name and 7itt��a��� CITY OF AUGUSTA,GEORGIA DOCUMENTATION INSTRUCTIONS The instructions listed below should be followed when completing the enclosed documentation.Please print on single sided paper only.Documentation completed improperly will delay funding. If you have any questions regarding the Conditions to Funding,instructions or the documentation,please call us at 800-700-7878. I. Attached Documentation 1. Government Obligation Contract • An authorized individual that is with the Obligor should sign on the first space provided. 2. Exhibit A—Description of Equipment • Review equipment description.Complete serial number/VIN if applicable. • List the location where the equipment will be located after delivery/installation. 3. Exhibit B—Payment Schedule • Sign and print name and title 4. Exhibit C-Acceptance of Obligation • Sign and print name and title 5. Exhibit D-Obligor Resolution • Type in the date of the meeting in which the purchase was approved. • Print or type the name and title of the individual(s)who is authorized to execute the Contract. • The secretary,chairman or other authorized board member of the Obligor must sign the Resolution where indicated. • A second authorized individual that is with the Obligor should attest the Resolution where indicated. 6. Exhibit E-Officer's Certificate • Sign and print name and title • Please list the Source of Funds for the Contract Payments. 7. Exhibit F-Payment Request&Equipment Acceptance Form • Do Not Return until you need to request funds from the Vendor Payable Account. 8. Exhibit G-Signature Card • Sign and print name and title • An additional individual may sign as an authorized individual,if desired. 9. Exhibit H-Obligor Acknowledgement • Complete information as indicated. 10. Exhibit I-Bank Qualified Certificate • Sign and print name and title 11. Notice of Assignment • Sign and print name and title. 12. Insurance Requirements • Complete insurance company contact information where indicated. 13. Debit Authorization—(Preferred) • Complete form and attach a voided check 14. 80386 IRS Form • Please read 8038 Review Form • In Box 2,type Employer Identification Number • Sign and print name and title II. Additional Documentation Required 1. Signed and completed Credit Application Ill. Condition to Funding If,for any reason:(i)the required documentation is not returned by May 28,2019,is incomplete,or has unresolved issues relating thereto,or(ii)on,or prior to the return of the documentation,there is a change of circumstance,including but not limited to changes in the federal corporate income tax rate or reducing/capping the tax-exempt interest benefit,which adversely affects the expectations,rights or security of the Obligee or its assignees;then Obligee or its assignees reserve the right to withdraw/void its offer to fund this transaction in its entirety.Neither KS StateBank nor Baystone Government Finance is acting as an advisor to the municipal entity/obligated person and neither owes a fiduciary duty pursuant to Section 153 of the Exchange Act of 1934. All documentation should be returned to: Republic First National Corporation 2525 West State Road 114 Rochester, Indiana 46975 Section 10.03 Disbursement upon Non-Renewal or Default.If an event of non-renewal or default occurs prior to the Partial Prepayment Date,the amount then on deposit in the Vendor Payable Account shall be retained by the Obligee and Obligor will have no interest therein. Section 10.04 Surplus Amount.Any Surplus Amount then on deposit in the Vendor Payable Account on the Partial Prepayment Date shall be applied to pay on such Partial Prepayment Date a portion of the Purchase Option Price then applicable. Section 10.05 Recalculation of Contract Payments.Upon payment of a portion of the Purchase Option Price as provided in Section 10.04 above,each Contract Payment thereafter shall be reduced by an amount calculated by Obligee based upon a fraction the numerator of which is the Surplus Amount and the denominator of which is the Purchase Option Price on such Partial Prepayment Date.Within 15 days after such Partial Prepayment Date,Obligee shall provide to Obligor a revised Exhibit B to this Contract,which shall take into account such payment of a portion of the Purchase Option Price thereafter and shall be and become thereafter Exhibit B to this Contract.Notwithstanding any other provision of this Section 10,this Contract shall remain in full force and effect with respect to all or the portion of the Equipment accepted by Obligor as provided in this Contract,and the portion of the principal component of Contract Payments remaining unpaid after the Partial Prepayment Date plus accrued interest thereon shall remain payable in accordance with the terms of this Contract,including revised Exhibit B hereto which shall be binding and conclusive upon Obligee and Obligor. Xl. Miscellaneous Section 11.01 Notices.All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,postage prepaid,to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing. Section 11.02 Binding Effect.Obligor acknowledges this Contract is not binding upon the Obligee or its assignees unless the Conditions to Funding listed on the Documentation Instructions have been met to Obligee's satisfaction,and Obligee has executed the Contract.Thereafter,this Contract shall inure to the benefit of and shall be binding upon Obligee and Obligor and their respective successors and assigns. Section 11.03 Severability.In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 11.04 Amendments,Addenda,Changes or Modifications.This Contract may be amended,added to,changed or modified by written agreement duly executed by Obligee and Obligor. Furthermore,Obligee reserves the right to directly charge or amortize into the remaining balance due from Obligor,a reasonable fee,to be determined at that time,as compensation to Obligee for the additional administrative expense resulting from such amendment,addenda,change or modification requested by Obligor. Section 11.05 Execution in Counterparts.This Contract may be simultaneously executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.06 Captions.The captions or headings in this Contract do not define,limit or describe the scope or intent of any provisions or sections of this Contract. Section 11.07 Master Contract.This Contract can be utilized as a Master Contract.This means that the Obligee and the Obligor may agree to the financing of additional Equipment under this Contract at some point in the future by executing one or more Additional Schedules to Exhibit A and Exhibit B,as well as other exhibits or documents that may be required by Obligee.Additional Schedules will be consecutively numbered on each of the exhibits which make up the Additional Schedule and all the terms and conditions of the Contract shall govern each Additional Schedule. Section 11.08 Entire Writing.This Contract constitutes the entire writing between Obligee and Obligor.No waiver,consent,modification or change of terms of this Contract shall bind either party unless in writing and signed by both parties,and then such waiver,consent,modification or change shall be effective only in the specific instance and for the specific purpose given.There are no understandings,agreements,representations,conditions,or warranties,express or implied,which are not specified herein regarding this Contract,the Equipment or any additional collateral,financed hereunder.Any terms and conditions of any purchase order or other documents submitted by Obligor in connection with this Contract which are in addition to or inconsistent with the terms and conditions of this Contract will not be binding on Obligee and will not apply to this Contract. Obligee and Obligor have caused this Contract to be executed in their names by their duly authorized representatives listed below. City of Augusta,Georgia Republic First National Corporation G Signature �- Signature 461 Hardie Davis,Jr., .yor ��/� Printed Name and Title Printed Name and Title *PREFERRED* *As an additional payment option for Obligor,we are now providing the option of ACH(Automatic Clearing House).By completing this form,Obligor is authorizing Obligee to withdraw said payment amount on said date. DEBIT AUTHORIZATION I hereby authorize KS StateBank Government Finance Department to initiate debit entries,and,if necessary,to reinitiate returned entries up to two additional times,to the account indicated below at the financial institution named below and to debit the same to such account for: Contract Number Payment Amount Frequency of Payments 3380575 $193,789.49 Annual Beginning Day of Month Month Year 1st I acknowledge that the origination of ACH transactions to this account must comply with the provisions of U.S.law. Financial Institution Name Branch Address City State Zip Routing Number Account Number Type of Account ❑Checking ['Savings This authority is to remain in full force and effect until KS StateBank has received written notification from any authorized signer of the account of its termination in such time and manner as to afford KS StateBank a reasonable opportunity to act on it. Obligor Name on Contract City of Augusta,Georgia Signatur Printed Name and Title C Erika((AA 4., AL/ i Flay Tax ID Number Date I2 58-2204274 PLEASE ATTACH COPY OF A VOIDED CHECK TO THIS FORM! USA Patriot Act USA Patriot Act requires identity verification for all new accounts. This means that we may require information from you to allow us to make a proper identification. • 8038 REVIEW FORM The 8038 form attached hereto is an important part of the documentation package and must be properly filled out and submitted to the Department of the Treasury in order for you to receive the lower tax-exempt rate.Unless you instruct us otherwise,we have engaged a Paid Preparer to assist in the filling out of this form.The Paid Preparer has filled out the relevant portions of this form based on the current understanding of what is required by the Department of the Treasury.The responses on this 8038 form are based on the dates and amounts which you have requested(structure of the transaction)and which are on the Payment Schedule. 1. Please review our responses for accuracy.If anything is inaccurate,please contact our office so that we can make proper revisions. 2. If the information provided to you on this form is accurate,please sign where indicated and return with the document package. 3. If there are any changes to the structure of the transaction that occur prior to funding which require a change to the 8038 form,we will make such changes and provide notification to you. 4. We will return to you a copy of the 8038 form that was mailed to the Department of the Treasury. Important Note: The IRS is now requesting information regarding tax-exempt issuers' and borrowers' written policies and procedures designed to monitor post- issuance compliance with the federal tax rules applicable to tax-exempt obligations(boxes 43 and 44). Do not check items 43 and 44 on the 8038 form unless you have established written procedures in accordance with the instructions referenced directly below.If you choose to"check"items 43 and/or 44,please be prepared to provide copies of such written procedures to the Paid Preparer or any representatives of the IRS upon request. Written procedures should contain certain key characteristics,including making provisions for: •Due diligence review at regular intervals; •Identifying the official or employee responsible for review; •Training of the responsible official/employee; •Retention of adequate records to substantiate compliance(e.g.,records relating to expenditure of proceeds); •Procedures reasonably expected to timely identify noncompliance;and •Procedures ensuring that the issuer will take steps to timely correct noncompliance. For additional guidance on this 8038 form, you can refer to the Documentation Instructions located on the following government website: http://www.irs.gov/app/picklist/list/formslnstructions.html,or contact your local IRS office. ENVIRONMENTAL PRODUCTS GEO Turn Key Maintenance Agreement The intent of this agreement is to describe special terms and conditions for The City of Augusta to lease or purchase two(2)sewer cleaners with vendor maintenance. The proposal is written to insure that equipment operated by you will provide the lowest total cost during its useful life. The proposal is supplemental to the Sewer Cleaner Technical Specifications. This contractual agreement includes all preventative maintenance and repairs to both the body and chassis with noted exceptions DEFINITIONS: • The term "you" shall mean the City of Augusta • The term "EPG, Inc." shall mean Environmental Products Group, Inc. DBA Environmental Products of Georgia,the dealer who represents the manufacturer of the equipment being proposed. • The term "Fleet Management" shall mean City of Augusta Fleet Manager or his/her designated representative, wherein the equipment will be operated and maintained. • The term "EPG, Inc. Principal" shall mean the principal person or his/her designated representative of EPG,Inc., whom this contract shall apply. • The term "normal work day" shall mean a day which falls on or between Monday and Friday of the calendar week, 52 weeks a year, excluding city holidays. A list of all city holidays shall be supplied to the EPG, Inc. from you upon award of this contract. • The term "normal working hours" shall mean the time period of a normal workday when City of Augusta main equipment shop and/or maintenance facility is normally open for operation. You shall supply EPG, Inc. with this information upon award of this contract. • The term "in-service date" shall mean the date City of Augusta places the unit in operation. The City of Augusta will notify the EPG,Inc. Principal of the in- service date. • The term "downtime" shall mean the period of time measured in normal work days that the unit is unable or unsafe to perform those operations for which the unit was designed. 1. The maintenance contract period shall be a four(4)year term. 2. The training will require a minimum of one (1) day for operating and one (1) day for daily maintenance. 3. The City of Augusta is responsible for providing fuel,insurance,nozzles, leader hose, debris hose, rodder hose and operator for the sewer cleaner. Original equipment items listed in this paragraph to be utilized and will be supplied at fleet pricing. 4. City of Augusta is responsible for the daily maintenance of the sewer cleaner in accordance with instructions from EPG,Inc. and/or the manufacturer. 5. EPG, Inc. is responsible for the cost and labor of the following: a) All preventative maintenance requirements for the chassis and body. b) Sewer Cleaner and related components c) All repairs to chassis and related components except tires. Operator damage is not included. d)Repair of damage caused by City of Augusta personnel is not covered by this agreement and must be repaired to manufacturer's original specifications within a reasonable time frame upon notification of damage. 6. EPG, Inc. shall be fully responsible for transporting to and from your facility, at no cost to you for any repairs or maintenance required, if said repairs or maintenance cannot be completed at City of Augusta site. 7. This proposal is based on maximum average annual usage of the sewer cleaner equipment of 3,000 engine hours per year. An hourly charge of$75 will be invoiced for hours exceeding 3,000 annual engine hours per year. 8. EPG,Inc. shall guarantee that the equipment purchased under this contract will be available for operation at least 95% of normal workdays. EPG, Inc. shall guarantee that the Vactor equipment purchased under this contract will not be out of service for more than three(3) consecutive, normal work days,nor more than five(5)normal workdays,in any 100 consecutive, normal work day period for the sewer truck components and the Chassis equipment purchased under this contract will not be out of service for more than five (5) consecutive, normal work days, nor more than seven(7)normal workdays, in any 100 consecutive, normal work day period for the chassis components. 9. Equipment availability shall apply to equipment put out of service for any reason other than i.e. operator damage, theft, vandalism, accident or incidents out of control of EPG, Inc. which render the unit unable or unsafe to perform those operations for which the unit is designed. The City of Augusta's supervising personnel, after inspection will determine in conjunction with an EPG, Inc. Principal, if the unit was inoperable or unsafe and the cause of the downtime. Equipment availability shall not apply to equipment during routine maintenance. 10. The unit will be considered out of service starting the first normal workday, following EPG, Inc. notification by the City of Augusta that the unit is inoperable or unsafe and requires repair. Therefore, the downtime clock will start at the beginning of the first normal workday, following such notification. The City of Augusta's Fleet Manager will notify the EPG,Inc. Principal during normal working hours of a unit that is out of service and requires repair. The unit will be considered in service (operational) starting the first normal work day following the completion of the repair and/or return of the repaired unit. Therefore,the downtime clock will stop at the beginning of the first normal day following the repair completion or return of the repaired unit. 11. Equipment availability or in-service percentage (uptime) will be computed by the City at the end of each 100 consecutive, normal work day period,beginning from the in-service date,using downtime increments of normal work days. The City will use the following formula to compute equipment availability at the end of each 100 consecutive, normal work day period: Equipment Availability = [(100 Days Downtime)/100 Days]x 100% NOTE: The term "Days" refers to normal work days. The term "Downtime" refers to the total downtime accumulated during the 100 consecutive, normal work day period. 12. EPG,INC.will credit City of Augusta a daily amount of$75.00 for each normal workday required to provide 95% availability in the event a replacement unit is not available. 13. EPG, Inc. will provide a relief unit should repair downtime be more than five (5) consecutive normal workdays. All costs associated with securing and delivering the relief unit shall be at EPG,Inc.'s expense,with no cost to City of Augusta. The relief unit must be functionally equivalent to its replacement. 14. This guarantee shall be in effect for a period of 4 years. Time will be measured in calendar years from the in-service date and engine hours will be recorded on the electric, solid state hour meter provided with the unit. 15. City of Augusta is responsible for payment of Title and License Plate Fees. 16. Rates: $12,000 (per year/per truck)= $96,000 total (4 years/2 trucks) City of Augusta Environmental Products Group By: By: #10 Name: /MA=it IDA 0:11111111111111111172-. Name: Christopher M. Haase 1421111 Its: nifAvpiz Its: Vice President _ Date: Date: itj qT�,:.. . GEORGIA REPURCHASE AGREEMENT This Repurchase Agreement(the "Agreement") is entered into as of this 6 th day of November 20 18 , by and between Environmental Products of Georgia, with its principal place of business at 4410 Wendell Dr..Atlanta. GA 30336 ("Dealer"), and the City of Augusta with its principal place of business at 1840 Wylds Rd.. Auausta. GA 30909 (Lessee). NOW,THEREFORE, for good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Dealer and Lessee hereby agrees as follows: AGREEMENT 1. Repurchase. Upon expiration of the Lease with Republic First National Bank in accordance with the Municipal Lease Documents Lease Supplement#2 of Master Lease Agreement Dated TBD , Dealer shall repurchase the Vehicle subject to satisfaction of the conditions therefore and as otherwise provided herein. 2. Delivery. Dealer shall obtain possession of and deliver Vehicle for repurchase to Dealer's location set forth above or such other location as Dealer may designate. The date of delivery of the Vehicles to such location shall be the"Delivery Date. 3. Price. The price of the repurchased Vehicle(the "Repurchase Price")shall be One Hundred and Twenty-four Thousand, Four Hundred and Eighty-four Hundred Dollars and 00/100 124484.00 as set forth in Exhibit B attached hereto. 4. Title. Title for each Vehicle will be sent to Dealer or its authorized representative within 10 business days of receipt by Lessee of the Repurchase Price as defined above, in good funds. Title to each Vehicle shall be free and clear of any liens or encumbrances. 5. Payment. Full payment by Dealer of the amount of the Repurchase Price determined pursuant to Section 3 hereof shall be made within three(3)business days following the Delivery Date of the Vehicles to Dealer. In the event Dealer fails to timely pay the Repurchase Price for any Vehicle in full, Dealer shall pay interest on the unpaid amount of such obligation at the"Prime Rate" in effect on the date that payment of the Repurchase Price was due, plus three percent (3%)per annum, accruing on and from the date payment of such amount was due through the date such amount is paid in full. The "Prime Rate" shall mean the rate published in The Wall Street Journal described therein as the base rate on corporate loans at large U.S. money center commercial banks, as such rate may vary from time-to-time. If such base rate is expressed in a range in said publication, the higher rate of the range shall apply. In the event The Wall Street Journal ceases to publish such base rate, then Buyer shall designate a similar source for such base rate. The "Prime Rate" applicable to any unpaid repurchase obligation of Dealer shall be determined initially as of the date payment of such obligation was due and shall be adjusted thereafter on the last business day of each calendar month and shall serve as the basis for accordance with the provisions hereof. 12. Entire Agreement. This Agreement, the Assignment, and the exhibits attached hereto and thereto, respectively, constitute the entire Agreement of Dealer and Lessee concerning the transactions contemplated by this Agreement and supersede and cancel any and all previous negotiations, arrangements, agreements, understandings or letters of interest or intent. 13. Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. WITNESS WHEREOF,the parties hereto have caused this Agreement to be executed as of the day and year first above written. LESSEE DEALER City of Augusta Environmental Products of Georgia 4/7777 7 By:_ c/ By: Name: 14Ard4 Avir Name: Its: ✓ Its: EXHIBIT B Year Chassis VIN Body Body Serial Repurchase Number Amount 2020 Kenworth T470 TBD Vactor 2115i PD TBD $124,484.00 2020 Kenworth T470 TBD Vactor 2115i PD TBD $124,484.00 establishing the rate of interest accruing on such unpaid amount for the next succeeding calendar month. 6. Transportation Charoes. Dealer shall be responsible for arranging transportation of each Vehicle for delivery to the address set forth above or other location designated by Dealer as provided herein. 7. Sole Parties. This Agreement is made exclusively for the benefit and solely for the protection of Dealer and Lessee. 8. Binding Effect and Amendment. Lessee shall have no right to assign any of Lessee's rights hereunder without the prior written consent of Dealer in its reasonable discretion. This Agreement shall be binding upon the parties hereto and their successors and permitted assigns. This Agreement may be amended, altered or changed only by an instrument in writing signed and approved by Dealer and Lessee. 9. Applicable Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Georgia without regard to conflicts of law principles. 10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Furthermore,the parties agree that this Agreement may be executed and delivered,by means of facsimile and that any such faxed signature shall be effective and binding on the parties so signing. 11. Notices. Any notice,consent, request or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by(a) personal delivery, (b)nationally recognized overnight delivery service, (c)registered or certified mail, return receipt requested, postage prepaid, (d)telecopier or facsimile machine, or(e)e-mail to the parties as follows(as elected by the parties delivering such notice). If to Dealer: Environmental Products of Georgia Attention: Chris Haase 4410 Wendell Dr. SW Atlanta, GA 30336 Fax Number: (404) 693-9690 E-mail: chaase@myEPG.com If to Bank: City of Augusta Attention: Hardie Davis Jr., Mayor 535 Telfair Street, Suite 200 Augusta, GA 30901 Fax Number: 706-821-1835 E-mail: hdavis(a augustaga.gov All notices and other communications shall be deemed to have been duly given on (a)the date of delivery if personally delivered, (b)the day after delivery to the service if by nationally recognized overnight delivery service, (c)three days following posting if delivered by mail, or(d)on the date a copy is delivered by telecopier or facsimile machine,or(e)at the time received by the recipient if delivered by e-mail,whichever shall first occur. Any party may change its address or other contact information for purposes hereof by notice to the other party given in ENVIRONMENTAL PRODUCTS .•j GEORGIA REPURCHASE AGREEMENT This Repurchase Agreement(the"Agreement") is entered into as of this 6th day of November 20 18 , by and between Environmental Products of Georgia, with its principal place of business at 4410 Wendell Dr., Atlanta, GA 30336 ("Dealer"), and the City of Augusta with its principal place of business at 1840 Wylds Rd., Augusta, GA 30909 (Lessee). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Dealer and Lessee hereby agrees as follows: AGREEMENT 1. Repurchase. Upon expiration of the Lease with Republic First National Bank in accordance with the Municipal Lease Documents Lease Supplement#2 of Master Lease Agreement Dated TBD , Dealer shall repurchase the Vehicle subject to satisfaction of the conditions therefore and as otherwise provided herein. 2. Delivery. Dealer shall obtain possession of and deliver Vehicle for repurchase to Dealer's location set forth above or such other location as Dealer may designate. The date of delivery of the Vehicles to such location shall be the "Delivery Date." 3. Price. The price of the repurchased Vehicle(the"Repurchase Price")shall be One Hundred and Twenty-four Thousand, Four Hundred and Eighty-four Hundred Dollars and 00/100($124,484.00)as set forth in Exhibit B attached hereto. 4. Title. Title for each Vehicle will be sent to Dealer or its authorized representative within 10 business days of receipt by Lessee of the Repurchase Price as defined above, in good funds. Title to each Vehicle shall be free and clear of any liens or encumbrances. 5. Payment. Full payment by Dealer of the amount of the Repurchase Price determined pursuant to Section 3 hereof shall be made within three(3) business days following the Delivery Date of the Vehicles to Dealer. In the event Dealer fails to timely pay the Repurchase Price for any Vehicle in full, Dealer shall pay interest on the unpaid amount of such obligation at the"Prime Rate" in effect on the date that payment of the Repurchase Price was due, plus three percent (3%) per annum, accruing on and from the date payment of such amount was due through the date such amount is paid in full. The"Prime Rate" shall mean the rate published in The Wall Street Journal described therein as the base rate on corporate loans at large U.S. money center commercial banks, as such rate may vary from time-to-time. If such base rate is expressed in a range in said publication, the higher rate of the range shall apply. In the event The Wall Street Journal ceases to publish such base rate, then Buyer shall designate a similar source for such base rate. The"Prime Rate" applicable to any unpaid repurchase obligation of Dealer shall be determined initially as of the date payment of such obligation was due and shall be adjusted thereafter on the last business day of each calendar month and shall serve as the basis for establishing the rate of interest accruing on such unpaid amount for the next succeeding calendar month. 6. Transportation Charges. Dealer shall be responsible for arranging transportation of each Vehicle for delivery to the address set forth above or other location designated by Dealer as provided herein. 7. Sole Parties. This Agreement is made exclusively for the benefit and solely for the protection of Dealer and Lessee. 8. Binding Effect and Amendment. Lessee shall have no right to assign any of Lessee's rights hereunder without the prior written consent of Dealer in its reasonable discretion. This Agreement shall be binding upon the parties hereto and their successors and permitted assigns. This Agreement may be amended, altered or changed only by an instrument in writing signed and approved by Dealer and Lessee. 9. Applicable Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of Georgia without regard to conflicts of law principles. 10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. Furthermore, the parties agree that this Agreement may be executed and delivered by means of facsimile and that any such faxed signature shall be effective and binding on the parties so signing. 11. Notices. Any notice, consent, request or other communication required or permitted to be given hereunder shall be in writing and shall be delivered by(a) personal delivery, (b) nationally recognized overnight delivery service, (c) registered or certified mail, return receipt requested, postage prepaid, (d)telecopier or facsimile machine, or(e)e-mail to the parties as follows(as elected by the parties delivering such notice). If to Dealer: Environmental Products of Georgia Attention: Chris Haase 4410 Wendell Dr. SW Atlanta, GA 30336 Fax Number: (404)693-9690 E-mail: chaase@myEPG.com If to Bank: City of Augusta Attention: Deke Copenhaver, Mayor 1840 Wylds Road Augusta, GA 30906 Fax Number: 706-312-4133 E-mail: dcopenhaver@augustaga.gov All notices and other communications shall be deemed to have been duly given on (a)the date of delivery if personally delivered, (b)the day after delivery to the service if by nationally recognized overnight delivery service, (c)three days following posting if delivered by mail, or(d)on the date a copy is delivered by telecopier or facsimile machine, or(e)at the time received by the recipient if delivered by e-mail, whichever shall first occur. Any party may change its address or other contact information for purposes hereof by notice to the other party given in accordance with the provisions hereof. 12. Entire Agreement. This Agreement, the Assignment, and the exhibits attached hereto and thereto, respectively, constitute the entire Agreement of Dealer and Lessee concerning the transactions contemplated by this Agreement and supersede and cancel any and all previous negotiations, arrangements, agreements, understandings or letters of interest or intent. 13. Severability. Every provision of this Agreement is intended to be severable. If any term or provision hereof is declared by a court of competent jurisdiction to be illegal, invalid or unenforceable for any reason whatsoever, such illegality, invalidity or unenforceability shall not affect the balance of the terms and provisions hereof, which terms and provisions shall remain binding and enforceable. WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. LESSEE DEALER City of Augusta Environmental Products of Georgia By: By �� f Name: Name: 411 Its: Its: r 2 r EXHIBIT B Year Chassis VIN Body Body Serial Repurchase Number Amount 2020 Kenworth T440 3BKBLJOX7LF392280 Vactor TBD $124,484.00 2115i PD 2020 Kenworth T440 3BKBLJOX9LF392281 Vactor TBD $124,484.00 2115i PD PRODUCTSI. ENVIRONMENTAL GEORGIA Turn Key Maintenance Agreement The intent of this agreement is to describe special terms and conditions for The City of Augusta to lease or purchase two(2) sewer cleaners with vendor maintenance. The proposal is written to insure that equipment operated by you will provide the lowest total cost during its useful life. The proposal is supplemental to the Sewer Cleaner Technical Specifications. This contractual agreement includes all preventative maintenance and repairs to both the body and chassis with noted exceptions DEFINITIONS: • The term "you" shall mean the City of Augusta • The term "EPG, Inc." shall mean Environmental Products Group, Inc. DBA Environmental Products of Georgia,the dealer who represents the manufacturer of the equipment being proposed. • The term "Fleet Management" shall mean City of Augusta Fleet Manager or his/her designated representative, wherein the equipment will be operated g p and maintained. • The term "EPG, Inc. Principal" shall mean the principal person or his/her designated representative of EPG, Inc.,whom this contract shall apply. • The term "normal work day" shall mean a day which falls on or between Monday and Friday of the calendar week, 52 weeks a year, excluding city holidays. A list of all city holidays shall be supplied to the EPG, Inc. from you upon award of this contract. • The term "normal working hours" shall mean the time period of a normal workday when City of Augusta main equipment shop and/or maintenance facility is normally open for operation. You shall supply EPG, Inc. with this information upon award of this contract. • The term "in-service date" shall mean the date City of Augusta places the unit in operation. The City of Augusta will notify the EPG, Inc. Principal of the in- service date. • The term "downtime" shall mean the period of time measured in normal work days that the unit is unable or unsafe to perform those operations for which the unit was designed. 1. The maintenance contract period shall be a four(4)year term. 2. The training will require a minimum of one (1) day for operating and one (1) day for daily maintenance. 3. The City of Augusta is responsible for providing fuel, insurance,nozzles,leader hose, debris hose, rodder hose and operator for the sewer cleaner. Original equipment items listed in this paragraph to be utilized and will be supplied at fleet pricing. 4. City of Augusta is responsible for the daily maintenance of the sewer cleaner in accordance with instructions from EPG, Inc. and/or the manufacturer. 5. EPG, Inc. is responsible for the cost and labor of the following: a) All preventative maintenance requirements for the chassis and body. b) Sewer Cleaner and related components c) All repairs to chassis and related components except tires. Operator damage is not included. d)Repair of damage caused by City of Augusta personnel is not covered by this agreement and must be repaired to manufacturer's original specifications within a reasonable time frame upon notification of damage. 6. EPG, Inc. shall be fully responsible for transporting to and from your facility, at no cost to you for any repairs or maintenance required, if said repairs or maintenance cannot be completed at City of Augusta site. 7. This proposal is based on maximum average annual usage of the sewer cleaner equipment of 3,000 engine hours per year. An hourly charge of$75 will be invoiced for hours exceeding 3,000 annual engine hours per year. 8. EPG, Inc. shall guarantee that the equipment purchased under this contract will be available for operation at least 95% of normal workdays. EPG, Inc. shall guarantee that the Vactor equipment purchased under this contract will not be out of service for more than three(3) consecutive, normal work days, nor more than five(5)normal workdays, in any 100 consecutive,normal work day period for the sewer truck components and the Chassis equipment purchased under this contract will not be out of service for more than five (5) consecutive, normal work days, nor more than seven (7) normal workdays, in any 100 consecutive, normal work day period for the chassis components. 9. Equipment availability shall apply to equipment put out of service for any reason other than i.e. operator damage, theft, vandalism, accident or incidents out of control of EPG, Inc. which render the unit unable or unsafe to perform those operations for which the unit is designed. The City of Augusta's supervising personnel, after inspection will determine in conjunction with an EPG, Inc. Principal, if the unit was inoperable or unsafe and the cause of the downtime. Equipment availability shall not apply to equipment during routine maintenance. 10. The unit will be considered out of service starting the first normal workday, following EPG, Inc. notification by the City of Augusta that the unit is inoperable or unsafe and requires repair. Therefore, the downtime clock will start at the beginning of the first normal workday, following such notification. The City of Augusta's Fleet Manager will notify the EPG, Inc. Principal during normal working hours of a unit that is out of service and requires repair. The unit will be considered in service (operational) starting the first normal work day following the completion of the repair and/or return of the repaired unit. Therefore,the downtime clock will stop at the beginning of the first normal day following the repair completion or return of the repaired unit. 11. Equipment availability or in-service percentage (uptime) will be computed by the City at the end of each 100 consecutive,normal work day period, beginning from the in-service date,using downtime increments of normal work days. The City will use the following formula to compute equipment availability at the end of each 100 consecutive, normal work day period: Equipment Availability = [(100 Days-Downtime)/100 Days]x 100% NOTE: The term "Days" refers to normal work days. The term "Downtime" refers to the total downtime accumulated during the 100 consecutive, normal work day period. 12. EPG,INC.will credit City of Augusta a daily amount of$75.00 for each normal workday required to provide 95%availability in the event a replacement unit is not available. 13. EPG, Inc. will provide a relief unit should repair downtime be more than five (5) consecutive normal workdays. All costs associated with securing and delivering the relief unit shall be at EPG,Inc.'s expense,with no cost to City of Augusta. The relief unit must be functionally equivalent to its replacement. 14. This guarantee shall be in effect for a period of 4years. Time will be measured in calendar years from the in-service date and engine hours will be recorded on the electric, solid state hour meter provided with the unit. 15. City of Augusta is responsible for payment of Title and License Plate Fees. 16. Rates: $12,000 (per year/per truck) = $96,000 total (4 years/2 trucks) City g r of Augusta Environmental Products Group P By: By. ��� Name: Name: Christopher M. Haase Its: Its: Vice President Date: Date: S7/// NOTICE OF ASSIGNMENT MARCH 28,2019 Republic First National Corporation(Obligee/Assignor)hereby gives notice of an Assignment between Obligee/Assignor and KS StateBank(Assignee) of the Government Obligation Contract(Contract)between Obligee/Assignor and City of Augusta,Georgia,dated as of March 28,2019. All Contract Payments coming due pursuant to the Contract shall be made to: KS StateBank P.O.Box 69 Manhattan,Kansas 66505-0069 Republic First National Corporation,Obligee/Assignor Signature Printed Name and Title ACKNOWLEDGEMENT OF AND CONSENT TO ASSIGNMENT City of Augusta,Georgia(Obligor)as party to a Government Obligation Contract dated as of March 28,2019 between Obligor and Republic First National Corporation(Obligee),hereby acknowledges receipt of a Notice of Assignment dated March 28,2019 whereby Obligee gave notice of its assignment to KS StateBank of its right to receive all Contract Payments due from Obligor under the Contract and hereby consents to that Assignment. Pursuant to the Notice of Assignment from Obligee,Obligor agrees to deliver all Contract Payments coming due under the Contract to: KS StateBank P.O.Box 69 Manhattan,Kansas 66505-0069 City of Augusta,Georgia Signature Hardie Davis,Jr.,Mayor Printed Name and Title Section 10.3 Disbursement upon Noreftenewal sir Default.If an event of non-renewal or default occurs prior to the Partial Prepayment Date,the amount then on deposit in the Vendor Payable Account shall be retained by the Obligee and Obligor will have no interest therein. Section 10.04 Surplus Amount.My Surplus Amount then on deposit in the Vendor Payable Account on the Partial Prepayment Date shall be applied to pay on such Partial Prepayment Date a portion of the Purchase Option Price then applicable. Section 10.05 Recalluon of Contract Payments.Upon payment of a portion of the Purchase Option Price as provided in Section 16.04 above,each Contract Payment thereafter shall be reduced by an amount calculated by Obligee based upon a fraction the numerator of which is the Surplus Amount and the denominator of which is the Purchase Option Price on such Partial Prepayment Date.Within 15 days after such Partial Prepayment Date,Obligee shall provide to Obligor a revised Exhibit B to this Contract,which shall take into account such payment of a portion of the Purchase Option Price thereafter and shall be and become thereafter Exhibit B to this Contract.Notwithstanding any other provision of this Section 10,this Contract shall remain in full force and effect with respect to ail or the portion of the Equipment accepted by Obligor as provided in this Contract,and the portion of the principal component of Contract Payments remaining unpaid after the Partial Prepayment Date plus accrued interest thereon shall remain payable in accordance with the terms of this Contract,including revised Exhibit 8 hereto which shall be binding and conclusive upon Obligee and Obligor. Xl. Miscellaneous Section 11.01 Notices.All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,postage prepaid,to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing. Section 11.01 Binding Effect,Obligor acknowledges this Contract is not binding upon the Obligee or Its assignees unless the Conditions to Funding listed on the Documentation Instructions have been met to Obligee's satisfaction,and Obligee has executed the Contract.Thereafter,this Contract shall Inure to the benefit of and shall be binding upon Obligee and Obligor and their respective successors and assigns. Section 11.03 Severability.In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof. Section 11.04 Amendments,Addenda,Changes or Modifications.This Contract may be amended,added to,changed or modified by written agreement duly executed by Obligee and Obligor. furthermore,Obligee reserves the right to directly charge or amortize into the remaining balance due from Obligor,a reasonable fee,to be determined at that time,as compensation to Obligee for the additional administrative expense resulting from such amendment,addenda,change or modification requested by Obligor. Section 11.5 Execution in Counterparts This Contract may be simultaneously executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11,06 Captions,The captions or headings in this Contract do not define,limit or describe the scope or intent of any provisions or sections of this Contract. Section 11.07 Master Contract.This Contract can be utilized as a Master Contract.This means that the Obliges and the Obl!gor may agree to the financing of additional Equipment under this Contract at some point in the future by executing one or more Additional Schedules to Exhibit A and Exhibit 6,as well as other exhibits or documents that may be required by Obligee.Additional Schedules will be consecutively numbered on each of the exhibits which make up the Additional Schedule and all the terms and conditions of the Contract shall govern each Additional Schedule. Section 11.08 Entire Writings This Contract constitutes the entire writing between Obligee and Obligor.No waiver,consent,modification or change of terms of this Contract shall bind either party unless in writing and signed by both parties,and then such waiver,consent,modification or change shall be effective only in the specific instance and for the specific purpose given.There are no understandings,agreements,representations,conditions,or warranties,express or implied,which are not specified herein regarding this Contract,the Equipment or any additional collateral,financed hereunder.Any terms and conditions of any purchase order or other documents submitted by Obligor in connection with this Contract which are in addition to or inconsistent with the terms and conditions of this Contract will not be binding on Obligee and will not apply to this Contract. Obligee and Obligor have caused this Contract to be executed in their names by their duly authorized representatives listed below, City of Augusta,Georgia Republic First National Corporation Signature Signature Hardie Davis,Jr.,Mayor Printed Name and Title Printed Name and Title