HomeMy WebLinkAboutALLJON LEASING 2 INC COMPACTOR
LEASE-PURCHASE AGREEMENT
LESSEE:
City of Augusta, Georgia
530 Greene St. Rm 105
Augusta, GA 30911
LESSOR:
Leasing 2, Inc"
1720 West Cass Street
Tampa, Fl 33606.1230
Dated as of October 1, 2007
This lease-Purchase Agreement (the "Agreement") dated as of October 1, 2007 by and between Leasing 2, Ine. ("Lesso('), and City of Augusta, Georgia ("Lessee"). a body
corporate and politic duly organized and existing under the laws of the State of Georgia ("Slate").
WITNESSETH:
WHEREAS, Lessor desires to lease the Equipment, as hereinaner defined, to Lessee, and Lessee desires to lease the Equipment from lessor, subject to the terms and conditions of
and for the purposes set forth in this Agreement: and
WHEREAS. Lessee is authorized under the Constitution and taws of the State to enter into this Agreement for the purposes set forth herein;
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows:
ARTICLE I DEFINITIONS
Section 1.01. The foDowing terms will have the meanings indicated below unless the context clearly requires otherwise:
"Agreemenr means this Lease-Purchase Agreement, including the Exhibits attached hereto, as the same may be supplemented 0( amended from time to time in accordance with the
terms hereof.
.Commencement Date" is the date when the term of this Agreement begins and lessee's obligation to pay rent accrues, which shall be the commencement date shown on the Exhibit
E Payment Schedule.
.Equipment. means the property described in Exhibit 0 and which is the subject of this Agreement.
"Lease Tenn" means the Original Term and all Renewal Terms provided for in this Agreement under Section 4.01.
"Lessee" means the entity which is described in the first paragraph of this Agreement and which is leasing the Equipment from lessor under the provisions of this Agreement.
"Lessor" means (i) Leasing 2, Inc., acting as Lessor hereunder; (ii) any surviving resulting or transferee corporation; and (iii) except where the COtItelrt requires othetwise, any
assi9nee(s) of Lessor.
.Original Term" means the period from the Commencement Date until the end of the fiscal year of Lessee in eff~ct at the Commencement Dale. .
.Purchase Price" /i\eans Ihe amount indicated wijh respect to any date after payment of all Rental Payments (&flned below) due through such date, all as set forth in Exhibit e hereto,
Or Supplemental Exhib~ E hereto, as the case may be.
.Renewal Terms" means the renewal terms of this Agreement as provided for in Article IV of this Agreement, each having a duration of one year and a term co-extensi'le with the
lessee's fiscal year, except the last of such automatic renewal terms which shall end on the due date of the last Rental Payment set forth in Exhlbl E to this Agreement.
.Rental Payments. means the basic rental payments payable by lessee pursuant to the provisions of this Agreement during the lease Term, payable in consideration of the right of
Lessee to use the Equipment during the then current portion of the lease Term. Renlal Payments she. be payable by Lessee to the Lessor 0( Its assignee in the amounts and at the
limes during the lease Term, as set forth in Exhibit E of this Agreement.
"Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessee, as the agent of Lessor, has purchased or is purchasing
the Equipment.
ARTICLE II COVENANTS OF LESSeE
Section 2.01 Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as follows:
(a) Lessee Is a public body, corporate and pol~ic, duly organized and existing under the Constitution and laws of the State.
(b) lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body, corporate and politic.
(e) Lessee is authorized under the Constitution and laws of the Slate to enter into this Agreement and the transaction contemplated hereby, and to perform all of its obligations
hereunder. .
(d) lessee has been duly authorized to execute and deliver this Agreement under the terms and provisions of the resolution of its governing body. attached hereto as exhibit A, or by
other appropriate offICial approval. and further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to ensure the
enforceabiily of this Agreement, and lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by lessee of the
Equipment hereunder. Lessee shall cause to be executed and delivered to Lessor an opinion of its counsel substantially in the form attached heralO as Exhibit B.
(e) During the term of this Agreemerrt, the Equipment will be used by Lessee only for the purpose of performing one or more essential governmental or proprietary functions of lessee
consistent with the permissible scope of lessee's authority and wm not be used in a trade or business of any person 0( enmy other than the Lessee.
(l) During the periOd this Agreement is in force, lessee will annually provide Lessor with such current financial statements. budgets, proof of appropriation for ensuing fiscal year or
such other financial infonnation relating to the decision of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee.
(g) The Equipment will have a useful life in the hands of the lessee that is substantially in excess of the Original Term and all Renewal Tenns.
(h) The Equipment is, and during the period this Agreement is in force will remain. personal property and when subjected to use by the Lessee under this Agreement, win not be or
become fixtures.
iiI Lessee shall not voluntarilv or involuntarily create incur. assume or suffer to exist any lien. security interest Ol other encumbrance or attachment of any kind whatsoever on.
affectina or with resoed to the Eauiomerrt.
m Lessee shall not aive uo oossesslon or control of the Eauioment.
{kl lessee shall not chance the location of the eauipment without aivinn prior written notice of the OroDOSad new location to the lessor and oromed that Lessee shall obtain and
deliver to Lessor any landlord waivers reasonablv .eauested bv lessor so as to protect LessO('s rinht title and interest in and to the Eouipment and Lesso~s abilitv to exercise its
remedies with reaard to the EQuioment.
Ol lessee shall not aller or modify the EQuiomenl in any manner which would reduce the value or the marketability thereof.
ARTICLE III LEASE OF EQUIPMENT
Section 3.01 Lessor hereby demises, leases and lets to lessee, and Lessee rents. leases and hires from Lessor. the Equipment, in accordance with the provisions of this Agreement,
to have and to hold for the Lease Term.
ARTICLE IV LEASE TERM
Section 4.01. Commencement of lease Term. The Original Term of this Agreement shall commence on the Commencemenl Date and shall terminate on the last day of Lessee's
fiscal year then in effect. Lessee may renew this Agreement beyond the expiration of the Original Term, or beyond the expiration of any Renewal Term then in effect, up to the number
of addilional fiscal years provided in Exhibit E of this Agreement by appropriating sufficient funds to make scheduled Rental Payments for the ensuing fiscal year (each a .Renewal
Term"). Terms and conditions during any Renewal Term sha~ be the same as the terms and conditions during the Original Tenn, exceptlhatthe Rental Payments shall be as provided
in Exhibit E ofthis Agreement.
Section 4.02. Termination of Lease Term. The Lease Term will terminale upon the earliest of any of the following events:
(a) The expiration of the Original Term or any Renewal Term of this Agreement and the non-renewal of this Agreement in Ihe event of non.approprlatlon of funds pursuant to Section
6.07;
(b) The exercise by Lessee of lhe option to purchase the Equipmenl before expiration of Ihis Agreement granted under the provisions of Articles IX or XI of this Agreement;
(c) A default by Lessee and lessor's election 10 terminate Ihis Agreement under Article XIII; or
(d) Payment by lessee of all Rental Payments authorized or required 10 be paid by Lessee hereunder through the full lease term.
Section 4.03. Return of Enuipment on Termination. Upon expiration or earlier termination of the Original Term or any Renewal Term under any provision of this Agreement at a time
when Lessee does not exercise its option to purchase the Equipment granted under the provisions of Articles IX 0( Xi of ll1is Agreement. Lessee hereby agrees to deliver the
Equipment to lessor packaged or olhelWlse prepared in a manner suitable for shipment by true!< or ra~ common carrier to a location specified by Lessor. All expenses resulting from
lhe relurn of Equipment on termination wil be bOlne by Lessee.
ARTICLE V ENJOYMENT OF EQUIPMENT
Se:tion 5.01. Provided that no default or event of default shall have occurred hereunder. Lessor hereby coyenants that during tile Lease Term Lessor will not interfere w~h Lessee's
qUiet use and enjoyment of the Equipment.
Lessor shall have Ihe right at all reasonable times during business hours 10 enter into and upon Ihe property of Lessee for the purpose of inspecting the Equipment.
ARTICLE VI RENTAL PAYMENTS
Section 6.01. Rental Payments 10 Constitute a Current Exoense of Lessee. Lessor and Lessee understand and intend thaI the obligation of Lessee to pay Rental Payments
~e~eu~der shall C?nstitute a current expense of lessee and shall nol in any way be construed 10 be a debt of lessee in contravention of any applicable constitutional or statutory
ImitatIOns or requuemems conceming the creation of indebtedness by lessee.
Section 6.02. Payment of Rental Pavments. During the Original Term and during each Renewal Term elected by Lessee, lessee shal pay Renlal Payments, exclusively from lega"y
available funds. in lawful money of the United States of America to lessor or, in the event of assignment by lessor, to its assignee, in the amounts and on the dates set foIIh in Exhibit
E hereto. Rental Payments shaD be In consideration for lessee's use of the Equipment during the applicable year In which such payments are due. The Remal Payment amounts set
forth in Exhibit E are based on the Equipment Cost to be paid by lessor being the amount set forth in Exhibit E. Lessor shaD have no obligation to payor disburse any amount greater
than the amount set forth as the Equipment Cost. lessee shall not amend any pun:hase contract, pun:hase oreler, or any other agreement lhal would have the effect of increasing the
cost of the Equipment above set forth In Exhibit E as the Equipment Cost w~houlthe prior written consent of lessor. In the evenl1l1at the actual cost of the Equipment is greater than
the amount set forth in Exhibit E, Lessee shall be SOlely responsible for and hereby agrees to prompfly pay such excess to the vendor {s}, provided that lessee may request that
lessor finance such excess, which lessor may. in ~s sole discretion elect to do or decline to do. lessee shall indemnify and hold Lessor harmless from and against any loss,
damages. costs and expenses resulting from or relating to any increase in the Equipment Cost. If Lessor, in its sole discretion, elects to finance such excess the amoont of each
installment of rent wm bl! Increased to provide the same yield to lessor as would have been obtained if the actual cost had been the same as the stated Equipment Cost. In such
event, lessee shall at the ~uest of lessor execute and deliver an amendment reflecting the increase in the Equipment Cost and the Rental Payments.
Section 6.03. Interest and Princioal Comoonents. A portion of each Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is paid
as, and represents payment of principal. Exhibit E hereto sets forth tile Interest component and the principal component of each Rental Payment during the Lease Term.
Section 6 04. Additional Interest in the Event the Interest is Taxable. lessee acknowledges that lesso(s yield with respect to this Agreement is dependent upon Ihe full amoullt of
each Rental Payment bl!lng excluded from lesso(s income pursuant to Section 103(a) of the United States Internal Rel/Elflue Code of 1986 as amended (the 'Code.). Accordingly. if
at any time, as a result of a determination that lessee has breached a representation or covenant contained herein, or as a resun of any change in the Co<le, any payment of either the
interest component or the principal component of any Rental Payment is, in the opinIon of counsel for the Lessor, subject to or affected by any income, preference, excess profits,
minimum 01 other federal tax, lessee shall pay, as add~ion31 interest, an amount which Is necessary to provide to Lessor 1I1e same net income as Lessor would have received but for
such event. Lesso(s calculations of such additional interest shall be binding upon Lessee in the absence of manifest error.
Section 6.05. Renlal Payments to be Uncooditional. During the Original Term and during each Renewal Term elected by Lessee, the obligations of lessee to make payment of the
Rental Payments required under this Artide VI and other sections hereof and to perform and observe tile covenants and agreements contained herein shall bl! absolute aM
unconditional in all events, except as expressly provided under this Agreement. Notwithstanding any dispute between Lessee and Lessor, any Vendor or any other person, lessee
agrees to pay all Rental Payments when due and shall not withhold any Rental Payments pending final resolution of such dispute. nor shall Lessee assert any right of setoOf! or
counterclaim against Its obligation to make such payments when required under this Agreement. Lessee.s obligation to make Rental Paymems during the Original Term or the then
current Renewal Term elected by Lessee shall not bl! abated through accident or unforeseen circumstances.
Section 6.06. Continuation of Lease Term bY Lessee. Lessee InteMs, SUbject to the provisions of Section 6.07, to continue the Lease Term through the Original Term and all the
Renewal Terms hereunder. Lesf/:e reasonably believes that legally available funds in an amount sufficient to make all R~lel Payments during the Original Term and each of the
Renewal Terms can be obtained. The officer of lessee responsible for budget preparation shall do an things lawfuny within hfs/her powerto obtain and maintain funds from which Ihe
Rental Payments may be made, including making provision for such payments to the extent necessary in each annual budget submitted and adopted in accordance with applicable
pr~vlsiOllS of Stale law, to have such portion of the budget approved, and to exhaust all available reviews and appeals in the evem such portion of the budget is not approved.
Section 6.07 Termination b~ Nonaoorooriation. In the event lessee does not appropriate sufficient funds for the payment of the Rental Payments scheduled to be paid in the next
occurring Renewal Term, then lessee may terminate this Agreement at the end of the then current Original Term or Renewal Term, and Lessee shall not be Obligated to make
payment of the Rental Payments provided for in this Agreement beyond the end of the then current Original or Renewal Term. Lessee agrees to deliver notice to lessor of such
termination at least 90 days prior to the end ofthe then current Original or Renewal Term.
Section 6.0B. late Charoes. If any Rental Payment is not paid in lull to Lessor wilhin fifteen (15) days after the payment first became due and payable. lessee shall immediately pay
to Lessor an additional one time late charge equal to five (5%) percent or, if less the maximum rate permitted by law, of each such amount past due along with the Rental Payment. It
any Rental Payment remains unpaid beyond 45 days after iI first became due and payable. or if Lessor has elected to exercise any remedies following and event or default, interest
shall accrue on past due amounts at the rate of 1% per month or the highest rate allowed by law, whichever is less. Partial payments by lessee shall be applied first to the accrued
interest component of past due Rental Payments and the balance to the remaining principal component of past due Rental Payments.
Section 6.09. Prepayment. lessee shall have the right to prepay principal components of Rental Payments in whole on any dale set forth in Exhibit E by paying the then applicable
Purchase Price set forth in Exhibil E on such date.
ARTICLE VII TITLE TO EQUIPMENT
Section 7.01. Tille to the Eauloment. During the telm of this Agreement, tiUe to the Equipment and any and all add~ions. repairs, replacements or modifica~ons shall vest in lessee,
SUbject to the rights of Lessor under this Agreement. In the event of default as set forth in Section 13:01 or nonappropriatlon as set forth in Section 6.07. tiUe to Equipment, shall
immediately vest in Lessor, and lessee will immediately surrender possession of the Equipment to lessor.
Section 702_ Security Interest. To secure the payment of all lessee's obligations under this agreemetlt, lessee grants to lessor a security interest constituting a first lien on the
Equipment and on all additions, attachments, accessions and substitutions thereto, and on any proceeds therefrom. lessee hereby authorizes Lessor to prepare and file such
financing statements, any amendments thereto and other such documenls to establish and maintain lessor's valid first lien and perfected security interest. lessee heraby
acknowledges the receipt of copies of the financing statements prepared by Lessor and hereby confirms the accuracy of the information contained therein. lessee fvl1her agrees to
execute such additional documents, Including affidavits, notices and simUar instruments. in form satisfactory to Lessor, which lessor deems necessary or appropriate 10 establish and
maintain its security interest, and upon assignment, the security Interest of any assignee of Lessor. In tile Equipmem.
ARTICLE VIII MAINTENANCE; MODIFICATION; TAXES; INSURANCE AND OTHER CHARGES
Section 8 01 Maintenance of EaulDment bv Lessee. lessee agrees that at all times during the Lease Term Lessee witl, at Lessee's own cost and expense, maintain. preserve and
keep the Equipment In good repair, wornlng oreler and condition, and that lessee will from time to time make or cause to be made all necessa", and proper repairs, replacements and
renewals. lessor shall have no respotlsibilily in any of these matters, or for the making of Improvements or addilions to the Equipment.
Section 8.02. Taxes Other Governmental Charaes and UlUitv Charaes. In the event that the use, possession or acquisition olthe Equipment is found to be subject to taxation in any
form (except for income taxes of lessor), Lessee will pay during the Lease Term, as the same respectively come due, all taxes and govemmental charges of any kind whatsoever that
may at any time be lawfully assessed or levied against or with respect to the Equipment and any equipment or other property acquired by lessee in substitution for. as a renewal or
replacement of, or a modification, Improvement or addition 10 the Equipment. as well as all gas, water, steam, elec1ricity, heat, power, telephone, utility and other charges incurred in
the operation, maintenance, use, occupancy and upkeep of the Equipment provided that, with respect to any governmental charges that may lawfully be paid in installments over a
periOd of years, lessee shall be obligated to pay only suell installments as haye accrued during the time this Agreement is in effect.
Section B.03. Provisions Reoardinu Insurance. At its own expense, lessee shall cause casualty, public liability and property damage insurance to be carried and maintaine<l, or shall.
demonstrate to the satisfaction of Lessor that adequate self.insurance is provided with respect to the Equipment, sufficient to protect the Full Insurable Value (as that term is
hereinafter defined) of the Equipment, and to protect Lessor from liability in all events. All Insurance proceeds from casualty losses shall be payable as hereinafter provided in this
Agreement. lessee shall furnish 10 lessor certifICates evidencing such coverage throughout the lease Term. Alternatively, Lessee may insure the Equipmem under a blanket
insurance policy or policies which cover not or/y the Equipment but other properties. If lessee insures similar properties by self-insurance, Lessee will insure the Equipment by means
of an adequate insurance fund.
The term "Full Insurable Value" as used herein shall mean the full replacement value of the Equipmem.
Any insurance policy pursuant to this Section 8.03 shall be so written or endorsed as to make losses, if any, payable to lessee and lessor as their respeclive injerests may appear.
The Net Proceeds (as defined in Section 9.01) of the insurance required in this Section 8.03 shall be applied as provided in Article IX hereof. Each insurance policy provided for in this
Section B.03 shall contain a provision to the effect that Ihe insurance company shall not cancel the policy or modify it materially and ad~ersety to the interest of Lessor without first
giying written notice thereof to Lessor at least 30 days in advance of such cancellation.
Section 8.04 Advances. In the event lessee shall fal to perform any 01 its obligations hereunder Lessor may (but shall be under no obligation tol take such action as may be
necessary to cure such failure, including, without limitation, the advancement of money; and all amounts so advanced by lessor shall become addillonal rent for lhe then current
Original Term or Renewal Term, which amounts. together with interest thereon at the rate of 12% per annum, or if less the maximum rate permitted by law, Lessee agrees to pay.
2
ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS
Section 9.01. Damaae. Destruction and Condemnation. If prior to the termination of the Lease Term (a) the Equipment or any portiOll thereol is destroyed (in whole or in part) or is
damaged by fire or other casualty or (b) title to, or the temporary use of the Equipment or any part thereof or the estale of Lessee or Lessor in the Equipment or any part thereof shall
be taken under the exercise oflhe power eminent domain by any governmental body or by any person, firm or corporatiOll acting under governmental authority, Lessee and Lessor will
cause the Net Proceeds of any insurance claim 0' condemnation award to be applied to the prompt repair, resloration, modifICation or improvement of the Equipment Any balance of
the Net Proceeds remaining after such work has been compteted shall be paid to lessee.
FOl purposes of Section 8.03 and lhis Article IX, lhe lefm .Net Proceeds" shall mean Ihe amounl remaining from lhe gross proceeds of any insurance claim or condemnation award
after deducting all expenses (Including attomey's fees) incurred in Ihe collection of such claims or award.
Section 9.02. Insufficiencv llf Net Proceeds. If the Net Proceeds are insufficient to pay In full the cost of any repair, restoration, modlflcatlon or improvement referred to In Section 9.01
hereof, Lessee shall efther (a) complete the wor!< and pay any cost In excess of the amount of Net Proceeds, and Lessee agrees thai ~ by reason of any such insufficiency of the Net
Proceeds, Lessee shall make any payments pursuant to Ihe provisions of this Section 9.02, Lessee shall no! be entitled to any reimbursement therefore from lessor nor shall Lessee
be entitled to any diminution of the amounts payable under Article VI hereof or (b) illessee is not in default hereunder, Lessee shall pay to Lessor the amounl of the then applicable
Purellase Price, and, upon such payment, the Lease Term shall terminate and Lesso(s interest in the Equipment shall terminate as provided in A~icle XI of this Agreement. The
amount of the Nel Proceeds In excess of the then applicable Purchase Price, if any, may be retained by Lessee.
ARTICLE X DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE OF EQUIPMENT
Section 10.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION,
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO. In no event shall
Lessor be liable for any incidental, indirect, special or consequential damage In connection with or arising out of this Agreement or the existence. furnishing. functioning or lessee's
use 01 any ~em of Equipment.
Section 10.02. Vendo(s Warranties. Lessor hereby irrevocably appoints lessee ~s agenl and attorney-in-fact during the Lease Term, so long as lessee shall not be In default
hereunder, to assert from time to time whatever claims and rights, including warranties oflhe Equipment, if any which Lessor may have against the Vendor oHhe Equipment. Lessee's
sole remedy for the breach of such warranty, indemnification or representation shall be againsl the Vendor of the Equipment. and not against the Lessor, nor shall such matter have
any effect whatsoever on the righls of Lessor with respect 10 this Agreement, including the right to receive full and timely payments hereunder. Lessee expressly acknowledges that
lessor makes. and has made, no rep'esentation or warranties whatsoever as to the existence or avanabimy Of such warranties of Ihe Vendor of the Equipment.
Section 10.03. Use of the Eauioment. Lessee wil not Ins1all, use, opernle or maintain the Equipment Improperly, carelessly, In violation of any applicable law or in a manner contrary
to thai contemplated by this Agreement lessee shall provide all perm~s and licenses, If any, necessary for the installation and operation of the Equipment. In addffion. lessee agrees
to comply In all respects (Including, without limftation, wfth respect to the use, maintenance and operation of each Item of the Equipment) with aU laws of the jurisdictions in which fts
operations involving any item of Equipment may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the ~ems of the
Equipment; provided, however, Ihat lessee may conlestln good faith the validity or application of any such law or rule In any reasonable manner which does not, in the reasonable
opinion of the LeSsor, adversely affect the estate of Lessor In and to any of the ftems of the Equipment or its interest or rights under this Agreement.
ARTICLE XI OPTION TO PURCHASE
Section 11.01 At the requesl of Lessee, Lessor's interesl in the Equipment and additional Rental Payments wil be teminated and this Agreement shall terminate:
(a) At the end of the flnal Renewal Term, upon payment by Lessee of all Rental Payments scheduled as set forth In Exhibit E to this Agreement; or
(b) if the Lease Term is tenninated pursuant 10 Pj:licle IX 01 this Agreement, in the event of total damage, destruction or condemnation oflhe Flquipment; or
(c) any time when Lessee is not OIl sucll date in defautt under this Agreement, upon payment by Lessee of the then applicable Purchase Price to Lessor.
Upon the occurrence of any of suell events, Lessor shall, if requested by lessee, deliver a Bm of Sale of ~s remaining interest in the Equipment to Lessee "AS IS - WHERE IS" without
additional cosl or paymenl by lessee.
ARTICLE XII ASSIGNMENT, SUBLEASING,INDEMNIFICATlON MORTGAGING AND SELLING
Section 12.01. Assionment bv Lessor. This Agreement. and the rights of Lessor hereunder, may be assigned ami reassigned in whole or in part to one or more assignees and
subassignees by Lessor at any time subsequent to ~s execution, without Ihe necessity of obtaining the consent of Lessee; provided, however, Ihat no such assignment or
reassignment shall be effective unless and unti (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or
subassignee, and (i1) In the evenl thai such assignment is made to a bank or trusl company as trustee for !)olders of certificates representing interests in this Agreement. such bank or
trust company agrees to maintain, or cause 10 be maintained, a book-entry system by which a record 01 names and addresses of such holders as of any particular time is kept and
agrees, upon request of the Lessee, to furnish such Information to Lessee. Upon receipt of notice of assignment, Lessee agrees ta keep a written record !hereof, and to make all
payments to the assignee designaled in the notice of assignment, n01w~hstanding any claim, defense, setoff or counlerclaim whatsoever (whether arising from a breach of this
Agreement or otherwise) that Lessee may from time to lime have against Lessor, or the assignee. Lessee agrees to execute all documents which may be reasonably requested by
Lessor or its assignee to protect their Inlerests in this Agreement.
Seclion 12.02. No Sale. Assianment or Subleasina bv Lessee. This Agreement and the interest of Lessee in the Equipment may not be sold, assigned or encumbered by Lessee
without the prior written consent of Lessor.
Seclion 12.03. Lessee NealiQence. To the exlent permitted by the laws and Constitution of lhe Stale, Lessee shaft protect and hold harmless Lessor from and against any and aU
liab~ffy, obligations, losses, claims and damages whatsoever, regardless of cause thereof, and expenses In connection therewith, Including, without limitation, counsel lees and
expenses, penalties and interes1 arising out of of as the result of the enlering into this Agreement, the ownership of any item of the Equipment, the ordering, acquisition. use, operation,
condition, purchase, delivery. rejection, storage or return of any Item of Ihe Equipment or any accident In connection with the operation, use. condftion. possession, storage or return of
any ilem of the Equipment resulting in damage to properly or injury to or death of any person, to the exlent that suellliability, obliga1ion, loss, claim or damage arises out of or is
proximately caused by the negligent conduct of Lessee, its officers, employees or agents. The obligation of Lessee arising under this paragraph shall continue In fun force and effect
notwithstanding the full payment of an other obligations under this Agreement or the termination of the Lease Term for any r635on.
ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES
Section 13.01 Events of Default Defined. The following shall be "evenls of default" under this Agreement and the terms "event of defaulr and "defaulr' shall mean. whenever they are
used in this Agreement, anyone or IOOre of the following events:
(al Fanure by Lessee to pay any Rental Payment or other payment required to be paid hereunder al the time specit1ed herein; and
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or perfonned, other than as referred to in Section 13.0t (a), for a period
of 30 days after written notice, specifying such failure and requesting that ~ be remedied as given to Lessee by lessor, unless Lessor shal agree in writing 10 an exlenslon of such time
prior to the expiratron, provided, however, If the failure stated in the notice cannot be corrected wlthtn the applicable period, lessor will not unreasonably withhold its consent to an
extension of such time ;r corrective action is instituted by Lessee within the applicable period and dmgently pursued unbl the default is corrected.
The foregoing provisions of this Section 13.01 are subject to (i) Ihe provisions of Section 6.07 hereof with respect to nonapproprialion; and (ii) if by reason of force maieure Lessee is
unable in whole or in part to carry out its agreement on its part herein contained, other than the obligations on lhe part of Lessee contained in Article VI hereof. Lessee shall not be
deemed in defaull during the continuance of such inability. The term .force majeure" as used herein shall mean; wilhoullimilation, lhe following: acts of God; slrikes, lockouts or other
employee relations disturbances; acts of public enemies; orders or restraints of any kind of the governmenl of the United States of America or the state wherein Lessee is located or
any of their departments, agencies or officials, or any civil or mililary authority, insurrections; riots; landslides; earthquakes; fires; slorrns; droughts; noods; or explosions.
Section 13.02. Remedies on Default. Whenever any event of default referred to in Section 13.01 hereof shall have happened and be continuing, Lessor shall have the righl at fts sole
option withoul any further demand or notice, to take one or any combinalion of the following remedial steps:
(a) Oeclare all Rental Payments due or to become due during the Original Term or Renewal Term then in effeclto be immediately due and payable, whereupon such Rental Payments
shail be immediately due and payable;
(b) With or without terminating Ihis Agreement, retake possession of the Equipment and sell, lease or sublease the Equipment lor the account of Lessee. and apply the proceeds of
such sale, lease or sublease to pay the following Items in the following order: (i} all cost and expenses of Lessor relating 10 the implementation 01 remedies under this Agreement
as further provided herein; (Ii) the applicable Purchase Price of the Equipmenl and (iii) the Renlal Payments due duringllhe Origirial Term or Renewal Term then in effect; and
Ie) Take whalever action under the Uniform Commercial Code or under other taw or in equity as may appear necessary or desirable 10 enforce its rights as the owner or secured
creditor of the Equipment.
Lessee further agrees that Lessee shall pay to Lessor such further amounts as may be suffICient to reimburse Lessor fully for its costs and expenses as incurred as a result of
Lessee's defaull induding, without limitation. lesso(s costs and expenses in enforcing, or endeal'Oring to enforce. its rights and remedies under Ihe Agreement or incident thereto,
including without limftation and to the extent not prohibited by applicable law, the Lessor's reasonable allomey's rees and expenses for enforcing Lessee's obligations hereunder.
Section 13.03. No Remedv Exclusive. No remedy herein conferred upon Or reserved to Lessor is intended to be exclusive and every suell remedy shall be cumulative and shaM be in
addition to every other remedy give under this Agreement or now or hereafter existing allaw or in equ~y. No delay or omission to exercise any right or power accruing upon any default
3
shall i~pair any such right or power or shall be construed to be a waiver he'eof, but any such right and power may be exercised Irom time 10 time and as often as may be deemed
expedient.
ARTICLE XIV MISCELLANEOUS
Section 14.01. Notices. All notices, certificates or olher communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mal.
postage prepaid. to the parties at their respective places of business.
Section 14.02. BindinQ Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective succeSSOrS and assigns.
Section 14.03. Severabil~v. In lhe event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdi::tion. such holding shan not invalidate
or render unenforceable any other provision hereof.
Section 14.04. Amendments. The terms 01 the Agreement shall not be waive<!, ahered, modirced. supplemented or amended in any manner whatsoever except by written instrument
signed by the Lessor and the Lessee.
Section 14 05 Execution in Counterparts. This Agreement may be executed in several counlerparts. each of which shall be an original and al of whi::h shall constitute but one and
the same Instrument.
Section 14.06. Delaved ClosinQ. In the evenl of a delayed closing, Lessor shall receive as additional compensation any amount thai accrues between the Commencement Date and
Ille Closing Date.
Section 14.07. APplicable Law. This Agreement shall be governed by and construed in accordance with the laws olthe State
Section 14.08 CaPtions. The captions or headings in this Agreement are for convenience only and do oot define, limit or describe lhe scope or intent of any provisions of sectIOns of
this Agreement.
Section 14.9 Entire AQreement. This Agreemenl and the executed Exhibits attached hereto constitute the entire agreement between Lessor and lessee. No waiver. consent,
modification or change of terms of this Agreement shan bind e~her party unless in writing signed by both parties, and then such waiver. consent. modifICation or change shaH be
effective only in the specifIC instance and for the specific purpose given. There are no understandings. agreements, representations or warranties. express or implied, nol specified
herein. regarding this Agreement or the equipment leased hereunder.
Section 14 10. Execution of Facsimne. In the interesl of time, each party agrees that execution of signature pages of this Agreement by such party followed by transmission of such
pages by facsimilelTelecopierwill be legally binding upon such party. After each party has executed and lransmilled such signalure pages, each party agrees 10 execute hard copies
of Ihis Agreement and 10 promplly forward originals to the other party hereto.
Section 14.11. Correction of Documents. Lessee agrees 10 execute and deliver, or provide, as required by Lessor, any documents and inlormation, from lime 10 lime, that may be
necessary for the purpose of correcting any errors or omissions In this Lease or to refleclthe true intent of Lessor in this transaction. All such documents and Information must be
satisfactoty to Lessor.
Section 14.12 WAIVER OF JURY TRIAL lessee and Lessor hereby irrevocably waive any right to a jury trial with respect 10 any mattet arising under or in conneclion with this Lease
and agree that any dispute shall be determined by a court sitting without a jury.
Any terms and conditions of any purchase order or other document submitted by Lessee in connection with this Agreement which are In addition to or inconsistent w~h the terms and
conditions of this AgreemB11t wll nol be binding on Lessor and will not apply to Ihis Agreement. Lessee by the signature below of lis authorized representative acknowledges thalli
has read this Agreement, understands It. and agrees to be bound by lis terms and conditions.
IN WITNESS WHEREOF. Lessor has executed this Agreementln its corporate name and by Its dufy authorized ofl1cer, and Lessee has caused this Agreement 10 be executed in Its
corporate name and by Its duly authorized oflicer. All oflhe arive occurred as of the date firsl written below; this Agreement shall be binding on Lessee Oeginning on the date it is
accepted and execuled by Lessor.
LESSOR: Leasing 2, Inc.
Execute:
By:
Title:
Date:
111 [S5/0l
LESSEE: City of Augusta, Georgia
EXec\:iW
J~~- (~~
' r Oeke CDpe aver
Title:
Mavor
Date:
1(( ~/pgcf?
4
EXHIBIT A
RESOLUTION OF GOVERNING BODY
EXTRACT OF MINUTES
LESSEE:
City of Augusta, Georgia
IV. a duly called meeting of the governfig body of lessee held on the _ _.lJ{7 H__ day of _.5i::.'7'~~&__.......' 20 CJ.j. the following
resolution was Introduced and adopted.
RESOLVED. whereas the governing .body of Lessee has determined that a true and very real need exists for !he acquisition of the Equipment described
in the lease-Purchase Agreement by and between Lessee and Leasing 2, Inc. dated as of OCtober 1, 2007 _and presented to this meeting; and has further
determined that !he Equipment will be used solely for essential governmental functions and not for private business use.
WHEREAS, lessee~s taken the necessary steps. including, without limitation to compliance with IEjQal bidding requirements, under applicable law to
arrange for the acquisition of such Equipment.
BE IT RESOLVED, by the governing body of Lessee that the terms of said lease-Purchase Agreement are in the best interest of Lessee for the
acquisition of such Equipment, and the governing body of lessee designates and confirms the fOllowing person to execute and deliver, the Lease-Purchase
Agreement and any r ted documents necessary to the consummation the transactions contemplated by the lease-Purchase Agreement.
(Jrl
Deke Cooonhaver. Mavor
(Print Name and Tl1le)
The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies
.'l..'bo~,"'rm.goingl.~-P_'.:~.:l;' ~. g~.m;",body "L~.
(SEAL) /V'(AJ ffhlJ~ AIJ///
r4JJUt;{lji/ Il~l'
AUGUST~mCHMONDCOUNTYCO~~ION
STEPHEN E. SHEPARD
County Attorney
Augusta law Department
CHIQUITA T. JOHNSON
Staff Attorney
BettyBeanl
Marion Williams
Joe Bowles
Bernard Harper
Calvin Holland, Sr.
Andy CI)cek
Jeny Brigham
Jimmy Smith
J. R. Hainey
Don Grantham
DAVID S. COPENBAVER
Mayor
ANDREW G MACKENZIE
Staff Attorney
BETIi' BEARD
Mayor Pro Tem
Fnderick L. Russell
Administrator
Exhibit "B"
Opinion of Legal Counsel
11/6/2007
Lease/Purchase Agreement
Augusta and AI-Jon
Compactor Advantage 6ooC6 Landfill Compactor
SN: 14402
Plrase Reply to:
701 Greene Street. Suite 104
Augusta, Georgia 30901
Lessee: City of Augusta, Georgia
Date of Agreement: October I, 2007
As County Attorney for the City of Augusta, Georgia ("Lessee"), I have duly examined the
original Lease-Purchase Agreement (the "Agreement"). Based upon such examination and upon,
I am of the opinion that:
1) Lessee is a public body legally existing under the laws of the State of Georgia.
2) The lease rental agreement was approved by Augusta's Board of Commission on
September 18, 2007, which authorized this transaction. A copy of the approval letter
from the Commission dated September 18, 2007 is attached.
3) The lease purchase agreement has been reviewed as to form and is a legal and binding
obligation of Lessee once signed and executed by the City, enforceable in accordance
with its terms.
4) To the best of my knowledge, no litigation is pending or threatened in any court or other
tribunal, state or federal, which questions or affects the validity of the agreement.
s) This agreement is governed by the laws of the State of Georgia. Dispute resolutions will
be handled in the Superior Court of Richmond County venue.
6) The equipment leased pursuant to the Agreement constitutes personal property and
when subjected to us by Lessee will not be or become fixtures under applicable law.
7) The leasing of the equipment is exempt from GA sales and use taxes.
This opinion may be relied upon by the addressee hereof and its successors and assignees of
interests in the lease, but only with regards to matters specifically set forth herein.
~
phen E. Shepard
County Attorney
Augusta Law Department
50 I Greene Street, Suite 302, Augusta, Georgia 3090 I
(706) 842-5550 - Fax (706) 842-5556
County Attorney
701 Greene Street, Suite 104, Augusta, Georgia 30901
(706) 724-6597 - Fax (706) 722-4817
EXHIBIT C
CERTIFICATE AS TO ARBITRAGE
I. Oeke Copenhaver, hereby certify that I am duly qualified and acting Mayor, of City of Augusta, Georgia (the "Lessee"), and that in my official
capacity as such officer, I am responsible for executing and delivering, on behalf of the Lessee. the Lease-Purchase Agreement dated October 1, 2007
(the -Agreement"), by and between Leasing 2, Inc. ("Lessor") and the Lessee. This Certificate is being issued pursuant to Section 148 of the Internal
Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promuigated thereunder (the "Regulations"). The following facts,
estimates and circumstances are in existence on the date of this Certificate or are reasonably expected to ~ur hereafter.
1. The Lease provides for the acquisition and financing of certain equipment described therein (the "Equipment") Pursuanl to the Agreemenl, the Lessor
is required to lease the Equipment to the Lessee and the Lessee is required to make rental payments with respect thereto, comprising principal and interest,
on the dates and in the amounts set forth therein (the "Rental Payments").
2. On the date hereof. Lessor will deposit into escrow to be held for the benefrt of Lessee the amount of $694,153.00, which. together with interest
earned thereon until disbursed if necessary, will be used to pay the costs of the Equipment in the amount of $694,153.00. In the event any interest income
remains in escrow after payment of such Equipment cost, such amount shall be retained by Lessor as additional fee income.
3. The Lessee has entered into or will within six (6) months of the date hereof enter into contracts for the acquisition of the Equipment, which contracts will
obligate the payment of all amounts held in escrow.
4. The Equipment will be acquired with due dilige~ and will be fully acquired on or before ~'~i:..~fl.4
rl
5. In any event, all of the spendable proceeds of the Agreement will be expended on the Equipment within three (3) years from the date of execution of
the Agreement. No proceeds of the Agreement will be used to reimburse the Lessee for expenditures made prior to the date of the issuance of the
Agreement, unless Lessee shall have complied with the requirements of Section 1.150-2 of the Regulations. If applicable, a copy of Lessee's official
intent with respect to such reimbursement is attached hereto as attachment 1.
6. The original proceeds of the Agreement, and the interest to be earned thereon, do not exceed the amount necessary for the governmental purpose
for which the Agreement Is issued.
7. Thein!erest of the Lessee in the Equipment has not been. and is not exPected during the term of the Agreement, to be sold or otherwise disposed of
by the Lessee.
8. No sinking fund will be maintained by the Lessee with respect to the Rental Payments.
9. The Agreement is not a "hedge bond" within the meaning of Section 149 (G) of the Code. The Lessee expects to spend not less than 85% of the
spendable proceeds of the Agreement within three years after the date hereof and less than 50% of the proceeds of the Agreement is invested in
Nonpurpose investments having a substantially guaranteed yield for four years or more.
10. In the Agreement the Lessee has covenanted to take all actions necessary to ensure that the interest paid under the Agreement remains excludable
from gross income under the Code. Such covenant includes, without limitation, the requirement to compty with the requirements of the Code relating to the
rebate of arbitrage profit to the United States Government.
11. To the best of the knOWledge and belief of the undersigned. the expectations of the Lessee as set forth above. are reasonable; and there are no
present facts, estimates and circumstances which would damage the foregoing expectations.
WITNESS my hand this
if
day of
'~_J""""~o 67
LESSEE:
~ F3Y: crf
Title:
Mavor
EXHIBIT D
DESCRIPTION OF EQUIPMENT
The Equipment which is the subject of the attached lease-Purchase Agreement is as follows:
(1) AI-Jon Advantage 600C6 Landfill Compactor
SN: l~b 2...
together with all additions, accessions and replacements thereto.
Lessee hereby certifies that the description of the personal property set forth above constitutes an accurate description of the "Equipment", as defined in
the attached lease-Purchase Agreanent.
LOCATION OF THE EQUIPMENT:
ri
r\
4330 Deans Bridae Road
Blvthe. GA 30805
LESSEE:
i l:}.. B~" cwl.
f()1JfI.oo '-'
Title:
Mavor
p.:~ief.
11/9/07
( .
EXHIBIT E
PAYMENT SCHEDULE
LESSEE:
LEASE AMOUNT:
COMMENCEMENT DATE:
INTEREST RATE:
City of Augusta, GeOl'gia
$694,153.00
October 1, 2007
4.747%
PAYMENT PURCHASE
NO. Qill PAYMENT INTEREST PRINCIPAL PRICE
1 11/1/2007 $ 8,798.70 $ 2,745.90 $ 6,052.80 $ 700,570.32
2 12/1/2007 $ 8,798.70 $ 2,721.96 $ 6,076.74 $ 694,217.78
" 3 1/1/2008 $ 8,798.70 } 2,697.92 $ 6,100.78 $ 687,843.06
ri
4 2/1/2008 $ 8,798.70 2,673.79 $ 6,124.91 $ 681,446.08
5 3/1/2008 $ 8,798.70 $ 2,649.56 $ 6,149.14 $ 675,026.76
6 4/1/2008 $ 8,798.70 $ 2,625.23 $ 6,173.47 $ 668,585.03
7 5/1/2008 $ 8,798.70 $ 2,600.81 $ 6,197.89 $ 662,120.81
8 6/1/2008 $ 8,798.70 $ 2,576.29 $ 6,222.41 $ 655,634.02
9 7/1/2008 $ 8,798.70 $ 2,551.68 $ 6,247.02 $ 649.124.58
10 8/1/2008 $ 8,798.70 $ 2,526.97 $ 6,271.73 $ 642,592.41
11 9/1/2008 $ 8,798.70 $ 2,502.16 $ 6,296.54 $ 636,037.43
12 10/1/2008 $ 8,798.70 $ 2,477.25 $ 6,321.45 $ 629,459.56
13 11/1/2008 $ 8,798.70 $ 2,452.25 $ 6,346.45 $ 622,858.72
14 12/1/2008 $ 8,798.70 $ 2,427.14 $ 6,371.56 $ 616,234.84
15 1/1/2009 $ 8,798.70 $ 2,401.94 $ '6,396.76 $ 609,587.83
16 2/1/2009 $ 8,798.70 $ 2,376.63 $ 6,422.07 $ 602,917.61
17 3/1/2009 $ 8,798.70 $ 2,351.23 $ 6,447.47 $ 596,224.10
18 4/1/2009 $ 8,798.70 $ 2,325.72 $ 6,472.98 $ 589,507.22
19 5/1/2009 $ 8,798.70 $ 2,300.12 $ 6,498.58 $ 582,766.88
20 6/1/2009 $ 8,798.70 $ 2,274.41 $ 6,524.29 $ 576,003.01
21 7/1/2009 $ 8,798.70 $ 2,248.60 $ 6,550.10 $ 569,215.52
22 8/1/2009 $ 8,798.70 $ 2,222.69 $ 6,576.01 $ 562,404.33
23 9/1/2009 $ 8,798.70 $. 2,196.68 $ 6,602.02 $ 555,569.36
24 10/1/2009 $ 8,798.70 $ 2,170.56 $ 6,628.14 $ 548,710.52
25 11/1/2009 $ 8,798.70 $ 2,144.34 $ 6,654.36 $ 541,827.73
26 12/1/2009 $ 8,798.70 $ 2,118.02 $ 6,680.68 $ 534,920.91
27 1/1/2010 $ 8,798.70 $ 2,091.59 $ 6,707.11 $ 527,989.98
28 2/1/2010 $ 8,798.70 $ 2,065.06 $ 6,733.64 $ 521,034.85
29 3/1/2010 $ 8,798.70 $ 2,038.43 $ 6,760.27 $ 514,055.43
30 4/1/2010 $ 8,798.70 $ 2,011.68 $ 6,787.02 $ 507,051.64
31 5/1/2010 $ 8,798.70 $ 1,984.84 $ 6,813.86 $ 500,023.40
32 6/1/2010 $ 8,798.70 $ 1,957.88 $ 6,840.82 $ 492,970.62
33 7/1/2010 $ 8,798.70 $ 1,930.82 $ 6,867.88 $ 485,893.21
34 8/1/2010 $ B,798.70 $ 1,903.65 $ 6,895.05 $ 478,791.09
35 9/1/2010 $ 8,798.70 $ 1,876.38 $ 6,922.32 $ 471,664.17
36 10/1/2010 $ 8,798.70 $ 1,848.99 $ 6,949.71 $ 464,512.36
37 11/1/2010 $ 8,798.70 $ 1,821.50 $ 6,977.20 $ 457,335.58
38 12/1/2010 $ 8,798.70 $ 1,793.90 $ 7,004.80 $ 450,133.74
39 1/1/2011 $ 8,798.70 $ 1,766.19 $ 7,032.51 $ 442,906.76
40 2/1/2011 $ 8,798.70 $ 1,738.38 $ 7,060.32 $ 435,654.54
41 3/1/2011 $ 8,798.70 $ 1,710.45 $ 7,088.25 $ 428.377.00
42 4/1/2011 $ 8,798.70 $ 1,682.41 $ 7,116.29 $ 421,074.05
43 5/1/2011 $ 8,798.70 $ 1,654.26 $ 7,144.44 $ 413,745.60
44 6/112011 $ 8,798.70 $ 1,625.99 $ 7,172.71 $ 406,391.56
45 7/1/2011 $ 8,798.70 $ 1,597.62 $ 7,201.08 $ 399,011.84
46 8/1/2011 $ 8,798.70 $ 1,569.14 $ 7,229.56 $ 391,606.36
47 9/1/2011 $ 8,798.70 $ 1,540.54 $ 7,258.16 $ 384,175.02
48 10/1/2011 $ 8,798.70 $ 1,511.83 $ 7,286.87 $ 376,717.73
49 11/1/2011 $ 8,798.70 $ 1,483.00 $ 7,315.70 $ 369,234.40
50 12/1/2011 $ 8,798.70 $ 1,454.06 $ 7,344.64 $ 361,724.94
51 1/1/2012 $ 8,798.70 $ 1,425.01 $ 7,373.69 $ 354,189.26
52 2/1/2012 $ 8,798.70 $ 1,395.84 $ 7,402.86 $ 346,627.27
53 3/1/2012 $ 8,798.70 $ 1,366.56 $ 7,432.14 $ 339,038.88
54 4/1/2012 $ 8,798.70 $ 1,337.16 $ 7,461.54 $ 331,423.99
55 5/1/2012 $ 8,798.70 $ 1,307.64 $ 7,491.06 $ 323,782.51
56 6/1/2012 $ 8,798.70 $ 1,278.01 $ 7,520.69 $ 316,114.35
57 7/1/2012 $ 8,798.70 $ 1,248.26 $ 7,550.44 $ 308,419.42
rl 58 8/1/2012 $ 8,798.70 $ 1,218.39 $ 7,580.31 $ 300,697.62
59 9/1/2012 $ 8,798.70 $ 1,188.40 $ 7,610.30 $ 292,948.86
60 10/1/2012 $ 8,798.70 $ 1,158.30 $ 7,640.40 $ 285,173.04
61 10/1/2012 $ 285,173.00 0.01- $ 285,173.01 $ 0.00
Grand Totals $ 813,095.00 $ 118,942.00 $ 694,153.00
LESSEE:
~BY:~
Title:
Mavor
Date:
/(/9/a?
l I
EXHIBIT F
ACCEPTANCE CERTIFICATE
The undersigned, as Lessee under the Lease-Purchase Agreement (the "Agreemenr) dated October 1, 2007, with leasing 2, Inc. ("LesSOf"), hereby
acknowledges:
v
Equipment delivered and acceoted: lessee has received in good condition all of the Equipment described in the
Agreement and in Exhibit 0 thereto and accepts the Equipment for all purposes this day of
,20
1.
2.
Equipment delivery has not vet taken place: The Equipment described in the Agreement and in Exhibit 0 thereto;
has not been delivered. but is scheduled to be delivered onIor before It - lK -07 . lessor has
agreed to deposit into an escrow account an amount sufficient to pay the total cost of the Equipment identified in
Exhibit 0 of the Agreement. Exhibit E accurately reflects the lease Amount. Lessee agrees to execute an
Acceptance Certificate and Payment Request Form authorizing payment of the cost of the Equipment, or a portion
thereof, for each withdrawal of funds from the Escrow Account. Lessee's obligation to commence Rental Payments
as set forth in Exhibit E-Payment SChedule is absolute and unconditional as or the Commencement Date, sUbject to
the terms and conditions of the Agreement. lessee further acl<nowledges that the Agreement is not subjecllO the
sUCC'ill'sful delivery of the Equipment. and that in the event of non-performance by lhjlI Vendor, lessee will retain all
responsibility for performance under the Agreement.
3.
Vendor will be oaid In full Drior to delivery of equipment: A 100% pre-funding will be made by Lessor to Vendor
of the lease amount identified as "Equipment Cosf' on the Exhibit E - Payment Schedule of the Agreement. lessee
agrees to indemnify and hold Lessor harmless from and against any and all claims, costs and expenses incurred
(inclUding Lessor's attorneys' fees). Lessee further acknowledges that the Agreement is not subject to the
successful delivery of the Equipment, and that in the event of non-performance by the Vendor, Lessee will retain all
responsibiity for performance under l1e Agreement.
lessee certifies that Lessor has fully and satisfactorily performed all of its covenants and obligations required under the Agreement, and confirms that the
Agreement will commence as defined by "Commencement Date" in the attached Agreement. and it will commence payments in accordance with Article VI of
the Agreement.
The undersigned officer of the lessee hereby reaffirms on behalf of the lessee in all respects the covenants of the Lessee set forth in Artide II of the
Agreement and represents that, to the best of his or her knowledge, information and belief, the expectations therein expressed were reasonable as of the
Commencement Date, and that there were, and are as of the date on which they were made. and are reasonable as of the Commencement Date, no facts.
estimates or circumstances other than those expressed therein that would materially affect the expectations expressed therein.
;;r~
C~~CJ!:;;v
Oeke Copenhaver
Title:
Mavor
Pate:
//Ier 101
I t
EXHIBIT G
ESSENTIAL USE/SOURCE OF FUNDS LETTER
TO: Leasing 2, Inc.
RE: Lease-Purchase Agreement Dated October 10 2007.
Gentlemen:
Reference is made to certain Lease-PurChase Agreement dated October 1,2007, between Leasing 2, Inc. and City of Augusta, Georgia, leasing the
personal property described in Exhibit D to such Agreement. This confirms and affirms that such Equipment is essential to the functions of tile undersigned
or to the service we provide to our citizens.
Further. we have an immediate need for, and expect 10 make immediate use of, substantially all the Equipment, which need is not temporary or expected to
diminish in the foreseeable future. The Equipment will be used by us. only for the purpose of performing one or more of our governmental or proprietary
functions consistent with the permissible scope of our authority. SDecificallii"tlie~EQuiDffient'tWas:s1f~'tei:m:'iY.1u~ffi'jiJeffiSiffia$ifofiOws~
Sincerely,
7
rJ) /--- ~
t)'i!J(~. -':li-o.'."M-"":'.
,:JtJl'~. .n..A~~_~!lY,Q[
~~J~
Ii (~ fo1
EXHIBIT H
DESIGNATION OF BANK QUALIFICATION
In consideration of the mutual covenants of the Lessor and Lessee pursuant to the Lease-Purchase Agreement dated October 1, 2007. (the
"Agreement") between Leasing 2, Inc. l"Lessor") and City of Augusta. Georgia ('"Lessee"), such Agreement is modified as follows:
Lessee certifies that it reasonably. anticipates that It and all of its subordinate entities will not issue more than $10,000,000 of "qualified tax-exempt
obligations" (as that term Is defined in Section 265(b)(3)(8) of the Intemal Revenue Code of 1986 ('"the Code") during the culfent calendar year.
Further, lessee hereby designates the Agreement as a "qualified tax-exempt obligation" in accordance with Section 265 (b)(3}(B) of the Gode so that it is
eligible for the exception contained in Section 265 (b)(3) of the Gode and further certifies for the purpose of the overall limitation of Section 265 (b}(3)(D) of
the Code that it and its subordinate entilies have not as of this calendar year issued more than $10,000.000 of obligations which it has designated for these
purposes.
All terms contained herein not otherwise defined shall have the same meaning as such terms are used and defined in the Lease.
Attached hereto Is a completed Internal Revenue Service Form 8038-G. Information Return for Tax-Exempt Governmental Bond Issues, completed on
behalf of the Lessee (or, If the Invoice price of the Equipment under such schedule is less than $100,000,3 Form 803a-GeI.
rI rl /'\
IN WITNES~ W]-lERI?.~' the Lessee has caused this Agreement to be executed by its duly authorized officer on this the . (0 day of
f\t<N -.- .,20 ., ?
lESSEE )W"'t.. G;Vi? ';/-
BY~ ex-<-L y
Printed Name:
Oeke Copenhaver. Mavor
Form 8038-G
(Rev. Noverrber 2000)
Department of tl-e T reasuy
Trlem;j Revenue SeMc&
Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e)
~ See separate Instructions.
Caution: If the issue price is under $100,000, use Form 8038-GC.
OMB No. 1545.0720
Re orting Author!
Issuer's name
Ci of Au usta Geor ia
3 Number and street (or P.O. box if mail is not delivered to street address)
530 Greene St. Rm 105
5 City, town or post office, state, and ZIP code
Au usta GA 30911
7 Name of issue
Lease-Purchase A reement
9 N~II11E!aoolitleof offiairof~lii!p~~tMl\\itj\'illf11:iEiHR$.!N!ycarf9i'moreirifi>rrmltkJn 10 T@oWf~d~a~~
Lisa Sherrouse, Finance (706)821-2334
Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
o Education. . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . 11
o Health and hospital. . . . . 12
o Transportation. . . . . _ . . . . . . . 13
o Public ~fety. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
o Environment (including sewage bonds) . . . . . . . . . . . , . . . , . . . . 15
o Housing . . , . . . . 16
o Util~ies . . . . . . . . . . . . . . . . ." . . . . . . . . . . . . . . 17
o Other. Describe ~ 18
If obli!:]ations are TANs or RANs, check box ~ 0 If obli~ations are BANs, check box ~ 0
If obligations are are in the form of a lease or installment sale, check box. . . . . .. ~ It!
Description of Obligations. Complete for the entire issue for which this form is being filed.
(c) Staled redempllon (d) Weighted
price at maturity average maturity
If Amended Return, check here ~ 0
2 Issuer'~ employer identification number
58 : 2204274
Roomfsuite 4 Report number(\
3.yr' Od-
6 Date of issue
Odllhu 1, 286r
B CUSfP number
~~l
~~
cl b \r"
11
12
13
14
15
16
17
18
19
20
$694,153.00
(b) Issue price
(e) Yield
22
23
24
25
26
27
28
29
30
10/1/2012 $ 694 153.00 $ n/a
Uses of Proceeds of Bond Issue (including underwriters' discount)
Proceeds used for accrued interest. . . . , . . . . . . . . . . . . . . .
Issue price of entire issue (enter amount from line 21, column (b)). . . . . . . .
Proceeds used for bond issuance costs (including undelWliters' discount) . 24
Proceeds used for credit enhancement. . . . . . . . . . . . .. 25
Proceeds allocated to reasonably reqUired reserve or replacement fund.. 26
Proceeds used to currently refund prior isSues. . . . . . . . . . .. 27
Proceeds used to advance refund prior issues. . . . . . , . . . .. 28
Total (add lines 24 through 28). , . . . . . . . . . . . . . . . . . . . . . . . , .
Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here). . . . . . .
Description of Refunded Bonds (Complete this part only for refunding bonds.)
Enter the remaining weighted average maturity of the bonds to be currently refunded ~
Enter the remaining weighted average maturity of the bonds (0 be advance refunded ~
Enter the last date on which the refunded bonds will be called. . . . . . . . . . ~
Enter the date{s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141{b)(5} . 35
Enlerlhe arm..nt d gross prx:B;ds investED cr b be irM:stOO i1 a gLer.3l1teed investrrert <D1lrad (see inslrudkns) 36a
Enter the final maturity date of the guaranteed investment contract ~ m~
Pooled financi1gs: a Proceeds of this issue that are to be used to make bans to other governmental units 37a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of the
issuer ~ and the date ofthe issue ~
If the issuer has designated the issue under section 265(b)(3)(B)(i)(III) (small issuer exception), check box . ~ 0
If the issuer has elected to pay a penalty in lieu of arbitrage rebate. check box. . . . . . . . . . . . ~ 0
If the issuer has identified a hed e, check box . . . . . . . . . . . .. ......... ~ 0
Under pernlijies of perjury, I declare that I have examined this return and accompanying schedul r ~trlt~ and to the best of my knowledge and belief,
. Ihey area:'d com:rete. vt ~E
~ Sigriato[iilbf,i~Siiei1~--._-ed;rifpr~~iilative Date 1 Typee:; p~~tP:~::~:'t~:YDr
Five 5
4.747
%
ears
$694 153.00
$694 153.00
31
32
33
34
years
years
35
36a
b
37
b
38
39
40
Sign
Here
EXHIBIT I
NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
Leasing 2, Inc. ("lessor") hereby gives notice to the City of Augusta, Georgia ("Lessee") that Lessor has assigned all rights to payments
under the Lease-Purchase Agreement, dated as of October 1, 2007, between Leasing 2, Inc. {"Lessor") and City of Augusta, Georgia
("Lessee"). Leasing 2, Inc. ("lessor") hereby requests, gives notice and instructs City of Augusta. Georgia ('Lessee") that payments lhat
hereafter come due pursuant to the Lease-Purchase Agreement be paid to Old National Bank or its Assignee.
l liE. E:
D F1y: '1
Title:
Mavor
"
Dllie:
r\
It ICf 10'7
I ,
rl
EXHIBIT J
VENDOR TERMS
LESSEE:
City of Augusta, Georgia
Lessor shall have funds not immediately paid D [Vendor(s)) at closing deposited in an "Escrow Accounf' in order to facilitate payment to [Vendors] for
equipment deliveries that are scheduled to occur according to the following schedule:
EQUIPMENT
DESCRIPTION
Final
AMOUNT
$694.153.00
PA YMENT NO
EARLIER THAN
At Closing
"
,.;
Lessee acknowledges and Is in agreement with this schedUle and the "Payment No Earlier Than. dales as indicated.
CR.~day~ ...~
,20 b 1
IN WITNESS WHEREOF. I have hereunto set my hand this
l@~
~y:~
Title:
Mayor
INSURANCE COVERAGE REQUIREMENT
TO:
leasing 2, Inc. and/or its Assigns
1720 West Cass Street
Tampa. FL 33606-1230
FROM:
City of Augusta, Georgia
530 Greene St. Rm 105
Augusta, GA 30911
RE: INSURANCE COVERAGE REQUIREMENTS (Check one);
,':;1tgitii.f,t!f1~ In accordance with Sedion 8.03 of the Agreement, we have instructed the insurance agent named below (please fill in name, address and
telephone number)
!~f~\'M.~:
7.l,~J~I,~.E;:$~
~~!f$11.f~rE'~
;t~~E$,g8'\DJ~.~E
-MA-
~
to ~ue:
a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and long Form loss Payable Clause
naming leasing 2, Inc. and/or its Assigns as loss Payee.
Coverage Required: Full Replacement Value
b. Public liability Insurance evidenced by a Certificate of Insurance naming leasing 2, Inc. andlor its Assigns as an Additional, Insured.
Minimum Coverage Required:
$500,000.00 per person
$500,000.00 aggregate bodily injury Iiablity
~ ~";;~_~':;'i.. ' $100,000.00 property damage liability
~~,~'jj Z Pursuant to Sedion 8.03 of the Agreement, we are self insured for all rlsk, physical damage. and public liability and will provide proof of such
se'lii~~~";~'~ck in letterform togelherwilh a copy oflhe statute authorizing this form of insurance.
~.y.;~~~t01f,~~~;~1
P~f 'HM~~~:~ ~bo '<O"'{l;i; ?/" ..~: prioc "fu. dm. M fu. oq.pm." I, d"~""",
Title:
Mavor
Dale:
/1/'1107
I I .
5e)?- )~uJ3eD - Sb~ MrM.l1mePr.-.;U{Jq" frlJL
"
-~
FINANCE DEPARTMENT
. .:-. ~ RISK MANAGEMENT DIVISION
'f Donna Williams, Interim Director Sandra M. Wright, CWCP
Risk Management Manager
. MAY 12, 2006
...
AS OF July 18,--1997 ,
STATEMENT OF UABIuTY COVERAGE
AUGUSTA COMMISSION
The Augusta Commission does not carry comr:nercial 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. .
Uability claims are handled in-house through the Risk Management Division
and any settlement awards are paid from available Commission funds.
Please be advised that the Augusta Commission is entitled to the defense of
sovereign im~unity.
i.9 t-1\M~.cA' u)"~f2l~ ~ .
Donna Williams, Interim Director
. Finance Department
/0.- 23~Q?
Date
.530 Greene Street, Room 217 Augusta, Georgia 30911 (706) 821-2301 (Office) (706) 821-2502 (Fax)
WWW.AIJGlISTA(;A.r.ov
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS front and back) CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER [optional]
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
I
I
L
~
oneOeblor name (1. or lb) -CIO not atlbreviate or combine names
OR
FIRST NAME
lc. MAILING ADDRESS
530 Greene St. Rm 105
f\
CITY
Augusta
.1.. TYPE OF ORGANtZATIO.t.1f. JURISDICTION OF ORGANIZATION
; Municipality i Georgia
j i
10. TAX 10 It. SSN OR EIN AOO'I..INFORE
58-2204274 ~RGANIZAT10
DEBTOR
2. ADDITIONAL DEBTOR'S EXACT FUll LEGAL NAME. insert onl
2<1. ORGANIZATION"S NAME
MIDDLE NAME
STATE
GA
19. ORGANlZATlOtlAL 10 #. n any
POSTALCOOC
30911
OR
~ debtor name 2a or 2b - do not abbr'IMate or combine names
2b. INDIVIDUAL'S LAST NAME
FIRST NAME
2c. MAILING AODRESS
CITY
20. TAX 10 #: SSN OR EIN ADD'L1NFO RE
ORGANIZATlO
N
DEBTOR
3. SECURED PARTY'S NAME (or NAME 01 TOTAL ASSIGNEE 01 ASSIGNOR SIP . insert 001
33. ORGANIZATION'S NAME
OR Old Nationa] Bank
3b.INOIVlDUAL'S LAST NAME
e. TYPE OF ORGANIZATION?f. JURISDICTION OF ORGANIZATION
I
!
one secured
FIRST NAME
3c:. MAILING ADDRESS
P. O. Box 658
CITY
Evansville
4. This FINANCING STATEMENT COWlS the rottowing collaleld!:
(1) AI-Jon Advantage 600C6 Landfill Compactor
SN: l440 2..
MIDDLE NAME
STATE
2g. ORGANIZA TIOtlAL 10 #, il any
POSTAL COOE
name (33 or 3b)
MIDDLE NAME
STATE
IN
POSTAL CODE
47704-0658
SUFFIX
COUNTRY
o NONE
SUFFIX
COUNTRY
o NONE
SUFFIX
COUr-r..RY
5. ALTERNATIVE DESIGNATION lif appli""b1e~ DLESSEElLESSQR 0 CONSlGNEEICONSlGNOR 0 BAILEElBAILOR 0 SELLERlBUYER 0 AG. UEN DNON.UCC FILING
6. 0 Thi. FINANCING STATEMENT I. to be riled Ilorrecord] (or recorded) in the REAL 1. Check 10 REQUEST SEARCH REPORT{S) on Deblor(s)
ESTATE RECORDS, AllachAddeoc!lrn lilapplicabloj (ADOITIONALFEEI lcplionaij OAlIOeblots DOeblor 1 DOeblor2
. OPTIONAL FILER REFERENCE OATA
FlUNG OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV. 07/29/98)
BILLING INFORMATION
Please indicate below how you would like us to bill you for the lease payments due under this
Agreement, including a contact name, if applicable:
cQ'~1[9!,Jm{f,f~f L \ 5A 5 ~ U~ Ii
:C~_~mp~~ C r"'~ 0 f A U6U 51'A (GA.)
$OCe~lf!K~.~r~sJol!~'$'J1~ 530 6REEN6 tOr- RCXJ.M 1 o~ "
~~rn~~ID AUDD5~,6A 3b~
.
QW.~iYJ ~ 'C l~MO)J D
Eti~~
( 70b) B2.I-2334
(7~) 821- 286~
m~r~p:tiRD~
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