HomeMy WebLinkAboutAmerican Equipment Leasing Golf Capital Division
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Augusta Richmond GA
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LaSalle Natio,nal'B~nk.:
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LASA(LE BANKS
_______ 181 West Madison Street
Chicago, Illinois 60602
(312) 443-2000
Thursday, October 24, 1996
LENA BONNER
AUGUSTA-RICHMOND COUNTY
530 GREENE STREET ROOM 806
AUGUSTA GA 30911
Re: Equipment Lease-Purchase Agreement dated as of September 1, 1996 between
American Equipment Leasing - Golf Capital Division and Augusta-Richmond County,
Assigned to LaSalle National Bank (Lease #1842)
Dear Ms. Bonner:
Thank you for doing business with LaSalle National Bank. Enclosed please find a set of
completely executed lease documents. These documents are for your records. When your
final lease payment has been received, LaSalle National Bank will release any applicable liens
by filing the necessary documents.
If you have any questions relating to the servicing of this lease please contact me at (888) 85-
LEASE or our Denver originating office at (800) 825-7505.
Sincerely,
$
Leif E. Rauer
Asset Securitization Operations
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Equipment lease-Purchase Agreement
Agreement No. 1842
This Equipment Lease-Purchase Agreement is made and entered into as of September 1, 1996, between American
Equipment Leasing - Golf Capital Division, as Lessor, Six Commerce Drive; Reading, Pennsylvania 19607-9704, and
Augusta - Richmond County, as Lessee, whose mailing address is 530 Greene Street; Augusta, Georgia 30911.
For and in consideration of the mutual promises and agreements herein contained and other good and valuable
consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
1. Definitions: Unless the context otherwise clearly requires, the following terms shall have the respective meanings
set forth below for all purposes of this Agreement:
"Acceptance Certificate" means a certificate in substantially the form attached hereto as Exhibit C and which shall
be delivered by Lessee to Lessor upon receipt and acceptance of the Equipment as provided in Paragraph 9 hereof.
"Additional Payments" means any amounts (other than Rental Payments) required to be paid by Lessee pursuant to
the terms of this Agreement.
"Agreemenr' means this Equipment Lease-Purchase Agreement, as supplemented and amended from time to time
in accordance with Paragraph 32 hereof.
"Code" means the Internal Revenue Code of 1986, as amended. Each reference to a section of the Code herein
shall be deemed to include the United States Treasury Regulations proposed or in effect thereunder.
"Dated Date" means the date hereinabove first written.
"Equipmenr' means (a) the equipment identified in Exhibit A hereto, (b) any property acquired in substitution,
renewal, repair or replacement for or as additions, improvements, accessions and accumulations to any of such equipment and
(c) any accessories, equipment, parts and appurtenances appertaining or attached to any of such equipment or from time to time
incorporated therein or installed thereon.
"Eve,nt of DefauW' is defined in Paragraph 25 hereof.
"Event of Nonappropriation" means a non renewal of the term of this Agreement by Lessee, determined by the
failure or refusal of the governing body of Lessee to appropriate moneys sufficient to pay the Rental Payments and reasonably
estimated Additional Payments for the next succeeding Renewal Term as provided herein.
"Fiscal Period" means the annual or biennial period used from time to time by Lessee for its financial accounting
and budgeting purposes. Lessee's current Fiscal Period is set forth in Exhibit A attached hereto.
"Initial Term" means the period from the Dated Date to midnight of the last day of Lessee's current Fiscal Period.
"Legally A vailable Funds" means funds that the goveming body of Lessee duly appropriates or are otherwise legally
available for the purpose of making Payments under this Agreement.
"Lessee" means the entity referred to as Lessee in the first paragraph of this Agreement.
"Lessor" means (a) the entity referred to as Lessor in the first paragraph of this Agreement or (b) any assignee or
transferee of any right, title or interest of Lessor in and to the Equipment or this Agreement (including Rental Payments) pursuant
to Paragraph 28 hereof, but does not include any entity solely by reason of that entity retaining or assuming any obligation of
Lessor to perform hereunder.
"Net Proceeds" means the amount remaining from the gross proceeds of any insurance claim or condemnation
award after deducting all expenses (including attomeys' fees) incurred in the collection of such claim or award.
"Payments" means the Rental Payments and the Additional Payments, collectively.
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"Purchase Option Price" means the price determined pursuant to Paragraph 6 hereof at which Lessee may
purchase from Lessor all of the Equipment on any Rental Payment date prior to the scheduled payment of all Rental Payments to
be paid hereunder 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 Lessee,
subject to the security interest granted to and retained by Lessor as set forth in this Agreement, and othelWise incurred in
connection with the financing provided by the lease-purchase of the Equipment as herein provided.
"Renewal Term" means each successive period, in addition to the Initial Term, that is coextensive with Lessee's
Fiscal Period and for which Lessee has extended the term of this Agreement as provided in Paragraph 3 hereof.
"Rental Payments" means the amounts (allocable to a principal component and an interest component) payable by
Lessee pursuant to Paragraph 4 hereof, as payments for the Purchase Price for the Equipment as set forth in Exhibit B attached
hereto.
"State" means the State identified in Exhibit A attached hereto.
2. Agreement to Lease-Purchase Equipment: Lessee hereby agrees to acquire, purchase and lease all the
Equipment from Lessor, and Lessor hereby agrees to sell, transfer and lease all the Equipment to Lessee, all on the terms and
conditions set forth in this Agreement.
3. Term: The Initial Term shall commence as of the Dated Date and expire at midnight on the last day of Lessee's
current Fiscal Period. Beginning at the expiration of the Initial Term, the term of this Agreement shall automatically be extended
upon the successive appropriation by Lessee's governing body of amounts sufficient to pay Rental Payments and reasonably
estimated Additional Payments during the next succeeding Renewal Term in the number of Renewal Terms, each coextensive
with Lessee's Fiscal Period, as are necessary for all Rental Payments identified on Exhibit B hereto to be paid in full, unless this
Agreement is terminated as provided in Paragraph 26 hereof.
The term of this Agreement will expire upon the first to occur of (a) the expiration of the Initial Term or any Renewal
Term during which an Event of Nonappropriation occurs, (b) the day after the last scheduled Rental Payment shown on Exhibit B
hereto is paid in full, (c) the day after the Purchase Option Price is paid in full pursuant to Paragraph 6 hereof, except as
othelWise therein provided, or (d) an Event of Default and a termination of Lessee's rights under this Agreement as provided in
Paragraph 26 hereof.
4. Rental Payments: Lessee hereby agrees to pay Rental Payments for the Equipment from and after the Dated
Date (but only from Legally Available Funds) to Lessor at Lessor's mailing address set forth above (or at such other address as
may be designated from time to time pursuant to Paragraph 28 hereof) in the amounts and on the dates specified in Exhibit B
attached hereto. Rental Payments made by check will be accepted subject to collection.
Lessee's obligation to make Rental Payments and to pay any Additional Payments payable under this Agreement
constitutes a current obligation payable exclusively from Legally Available Funds and shall not be construed to be an
indebtedness within the meaning of any applicable constitutional or statutory limitation or requirement. Lessee has not pledged
its full faith and credit or its taxing power to make any Rental Payments or any Additional Payments under this Agreement, and
Lessee shall not permit any person or entity (including the federal government) to guarantee any Rental Payments under this
Agreement.
5. Agreement to Seek Appropriations; Notice of Event of Nonappropriation: Lessee agrees that its primary
business official will do all things lawfully within such official's power (a) to include amounts to make Payments hereunder in each
annual or biennial budget (as appropriate) to be submitted to Lessee's governing body and (b) to use best efforts to obtain and
maintain funds from which Payments under this Agreement may be made.
Lessee hereby agrees to notify Lessor immediately (and in no case later than 30 days prior to the last day of its
then current Fiscal Period) of the occurrence of an Event of Nonappropriation.
6. Purchase Option: Lessee is hereby granted the option to purchase the Equipment (in whole but not in part), prior
to the scheduled payment of the Rental Payments in full pursuant to this Agreement, on each Rental Payment date at a price
equal to the Purchase Option Price shown for the Rental Payment date on which such purchase is to be effective under the
column titled "Purchase Option Price" on Exhibit B hereto. To exercise the option granted under this Paragraph 6, Lessee shall
give Lessor a written notice exercising such option and designating the Rental Payment date on which such purchase is to be
effective and the applicable Purchase Option Price, which notice shall be delivered to Lessor at least thirty (30) days in advance
of the proposed purchase date. The purchase option herein granted may be exercised by Lessee whether or not one or more
Events of Default have occurred and are then continuing at the time of such exercise; provided,
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however, that the purchase of the Equipment upon the exercise of such option during the continuance of an Event of Default shall
not limit, reduce
or otherwise affect liabilities or obligations that Lessee has incurred as a result of such Event of Default or otherwise terminate the
term of this Agreement notwithstanding anything in this Agreement to the contrary.
Immediately upon any such purchase being made, Lessor shall execute all documents necessary to confirm in
Lessee free and unencumbered title in and to the Equipment (including but not limited to bills of sale), but without warranties and
in "where-is, as-is" condition, and release Lessor's security interest in the Equipment and shall deliver such documents to Lessee.
Lessor shall further cooperate in providing for the filing of any necessary releases or other similar documents.
7. Essentiality: Lessee's present intention is to make Rental Payments and Additional Payments for the Initial Term
and all Renewal Terms as long as it has Legally Available Funds. In that regard, Lessee represents that (a) the use and
operation of the Equipment is essential to its proper, efficient and economic govemmental operation and (b) the functions
performed by the Equipment could not be transferred to other equipment available for its use. Lessee does not intend to sell or
otherwise dispose of the Equipment or any interest therein prior to the last Rental Payment (including all Renewal Terms)
scheduled to be paid hereunder.
8. Nonsubstitution: If Lessor terminates this Agreement pursuant to Paragraph 26 or an Event of Nonappropriation
occurs, Lessee agrees, to the extent not prohibited by law, not to purchase, lease, rent or otherwise acquire equipment
performing functions similar to those performed by the Equipment or obtain from any source the services or information that the
Equipment was to perform or provide, in each case for a period equal to the shorter of (a) the longest period (if any) permitted by
law for such purpose or (b) 360 days after such termination or occurrence.
9. Delivery and Installation: Lessee shall select the type, quantity and supplier of each item of Equipment
designated in Exhibit A hereto, and in reliance thereon Lessor shall then order such Equipment from such supplier, or Lessor will
accept an assignment of an existing purchase order therefor. Lessor shall have no liability for any delay in delivery or failure by
the supplier to deliver any Equipment or to fill any purchase order or meet the conditions thereof. Lessee, at its expense, will pay
or cause the supplier to pay all transportation, packing, taxes, duties, insurance, installation, testing and other charges in
connection with the delivery, installation and use of the Equipment. As soon as practicable after receipt of the Equipment, Lessee
shall fumish Lessor with an Acceptance Certificate. Execution of the Acceptance Certificate by any employee, official or agent of
Lessee having authority in the premises or having managerial, supervisory or procurement duties with respect to equipment of
the same general type as the Equipment shall constitute acceptance of the Equipment on behalf of Lessee. Regardless of
whether Lessee h,as furnished an Acceptance Certificate pursuant to this Paragraph 9, by making a Rental Payment after its
receipt of the Equipment pursuant to this Agreement, Lessee shall be deemed to have accepted the Equipment on the date of
such Rental Payment for purposes of this Agreement. All Rental Payments paid prior to delivery of the Acceptance Certificate
shall be credited to Rental Payments as they become due as shown on the Rental Payment Schedule attached as Exhibit 8
hereto.
Lessee understands and agrees that neither the manufacturer, seller or supplier of any Equipment, nor any
salesman or other agent of any such manufacturer, seller or supplier, is an agent of Lessor. No salesman or agent of the
manufacturer, seller or supplier of any Equipment is authorized to waive or alter any term or condition of this Agreement, and no
representation as to Equipment or any other matter by the manufacturer, seller or supplier of any Equipment shall in any way
affect Lessee's duty to pay the Rental Payments and perform its other obligations as set forth in this Agreement. Lessee hereby
acknowledges that it has or will have selected the Equipment identified on Exhibit A hereto using its own criteria and not in
reliance on any representations of Lessor.
10. Disclaimer of Warranties: Lessor, not being the manufacturer, seller or supplier of any of the equipment, nor a
dealer in any of such equipment, has not made and does not make any warranty, representation or covenant, express or implied,
as to any matter whatever, including but not limited to: the merchantability of the equipment or its fitness for any particular
purpose, the design or condition of the equipment, the quality or capacity of the equipment, the workmanship in the equipment,
compliance of the equipment with the requirement of any law, rule, specification or contract pertaining thereto, patent infringement
or latent defects. Lessee accordingly agrees not to assert any claim whatsoever against Lessor based thereon. Lessee further
agrees, regardless of cause, not to assert any claim whatsoever against Lessor for any direct, indirect, consequential, incidental
or special damages or loss, of any classification. Lessor shall have no obligation to install, erect, test, adjust, service or maintain
any Equipment. Lessee shall look solely to the manufacturer, seller and/or supplier for any and all claims related to the
Equipment. Lessee acquires, purchases and leases the equipment "where-is, as is" and "with all faults." Lessor
hereby acknowledges that the warranties of the manufacturer, seller and/or supplier of the Equipment, if any, are for the benefit of
Lessee.
11. Title to Equipment: During the term of this Agreement, title to the Equipment shall be vested in Lessee, subject to
the rights of Lessor under this Agreement, unless Lessor terminates this Agreement pursuant to Paragraph 26 hereof or an Event
of Nonappropriation occurs, in which event title to the Equipment shall immediately vest in Lessor free
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and clear of any right, title or interest of Lessee. Lessee, at its expense, will protect and defend Lessee's title to the Equipment
and Lessor's rights and interests therein and will keep the Equipment free and clear from any and all claims, liens, encumbrances
and legal processes of Lessee's creditors and other persons. All items of Equipment shall at all times be and remain personal
property notwithstanding that any such Equipment may now or hereafter be affixed to realty.
12. Tax Covenants; Tax Indemnity Payments: Lessee agrees that it will not take any action that would cause the
interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the owner or owners
thereof for federal income tax purposes, nor will it omit to take or cause to be taken, in timely manner, any action, which omission
would cause the interest component of Rental Payments to be or to become ineligible for the exclusion from gross income of the
owner or owners thereof for federal income tax purposes. Lessee agrees to complete and file in a timely manner an information
reporting return (either Form 8038-G or Form 8038-GC, as appropriate) in the form attached as Exhibit 0 hereto with respect to
this Agreement as required by the Code.
Lessee represents that neither Lessee nor any agency or unit of Lessee has on hand any property, including cash
and securities, that is legally required or otherwise restricted (no matter where held or the source thereof) to be used directly or
indirectly to purchase the Equipment. Lessee has not and will not establish any funds or accounts (no matter where held or the
source thereof) the use of which is legally required or otherwise restricted to pay directly or indirectly Rental Payments under this
Agreement, other than a fund established to make Rental Payments that will not eam $100,000 or more in one year.
If Lessee breaches the covenant contained in this Paragraph, the interest component of Rental Payments may
become includible in gross income of the owner or owners thereof for federal income tax purposes. In such event, Lessee
agrees to pay promptly after any such determination of taxability and on each Rental Payment date thereafter to Lessor an
additional amount determined by Lessor to compensate such owner or owners for the loss of such excludibility (including, without
limitation, compensation relating to interest expense, penalties or additions to tax), which determination shall be conclusive
(absent manifest error).
It is Lessor's and Lessee's intention that this Agreement not constitute a "true" lease for federal income tax
purposes and, therefore, it is Lessor's and Lessee's intention that Lessee be considered the owner of the Equipment for federal
income tax purposes.
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tax-exempt obligation d within the meaning of Section 265(b)(3 of th re y represents that
Lessee reasonably anticipates that Lessee and other en ro s will not issue tax-exempt obligations (including
this Agreement) that exce Inclpal amount of $10,000,000 during t e c . 'ch this Agreement is
14. Use of Equipment, Inspection and Reports: During the term of this Agreement, Lessee shall be entitled to quiet
enjoyment of the Equipment and may possess and use the Equipment in accordance with this Agreement, provided that Lessee
is in compliance in all respects with the terms of this Agreement and that such possession and use are in conformity with all
applicable laws, any insurance policies and any installation requirements (including environmental specifications) or warranties of
the manufacturer, seller and/or supplier with respect to the Equipment. Lessee shall provide all permits and licenses, if any,
necessary for the installation and operation of the Equipment. Lessor
shall have the right, upon reasonable prior notice to Lessee and during regular business hours, to inspect the Equipment at the
premises of Lessee or wherever the Equipment may be located. Lessee shall promptly notify Lessor of any alleged
encumbrances on the Equipment or any accident allegedly resulting from the use or operation thereof or any claim relating
thereto.
During the term of this Agreement, Lessee shall provide Lessor, no later than ten days prior to the end of each
Fiscal Period (commencing with the Lessee's current Fiscal Period), with current budgets or other proof of appropriation for the
ensuing Fiscal Period and such other information relating to Lessee's ability to continue the term of this Agreement for the next
succeeding Renewal Term as may be reasonably requested by Lessor.
During the term of this Agreement, Lessee shall furnish or cause to be fumished to Lessor, at Lessee's expense, as
soon as available and in any event not later than 180 days after the close of each Fiscal Period, the audited financial statements
of Lessee as at the close of and for such Fiscal Period, all in reasonable detail and stating in comparative form the figures as at
the close of and for the previous Fiscal Period, audited by and with the report of Lessee's auditor.
15. Security Agreement; Further Assurances: To secure the performance of all of Lessee's obligations hereunder,
Lessee hereby grants to Lessor, and Lessor shall have and retain, a security interest constituting a first lien on the Equipment
delivered hereunder, on all attachments, repairs, replacements and modifications thereto or therefor and on any proceeds
therefrom. Lessee agrees to execute and deliver such additional documents, including, without limitation, financing statements,
opinions of counsel, notices and similar instruments, in form satisfactory to Lessor, which Lessor
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deems necessary or appropriate to establish and maintain its security interest in the Equipment or for the confirmation or
perfection of this Agreement and Lessor's rights hereunder. Lessor is hereby authorized to file financing statements signed only
by Lessor in accordance with the applicable Uniform Commercial Code or signed by Lessor as Lessee's attorney in fact.
16. Risk of Loss: All risk of loss, damage, theft or destruction to each item of Equipment shall be borne by Lessee.
No such loss, damage, theft or destruction of the Equipment, in whole or in part, shall impair the obligations of Lessee hereunder
(including, but not limited to, the obligation to pay Rental Payments when due), all of which shall continue in full force and effect
subject to the terms of this Agreement. If (a) the Equipment or any portion thereof 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 is taken under the exercise of the
power of eminent domain, Lessee shall immediately notify Lessor. Lessee and Lessor shall cause the Net Proceeds of any
insurance claim or condemnation award to be applied, at Lessor's option, to (i) the prompt repair, restoration, modification or
replacement of the Equipment or (ii) the payment in full of the then applicable Purchase Option Price. Any balance of Net
Proceeds remaining after completion of such work or payment of such Purchase Option Price shall be paid promptly to Lessee. If
the Net Proceeds are insufficient to pay the costs of such repair, restoration, modification or replacement or to pay such Purchase
Option Price in full, Lessee shall, at Lessor's direction, either complete the work or pay the then applicable Purchase Option Price
in full and in either case pay any cost in excess of the amount of Net Proceeds, but only from Legally Available Funds.
17. Insurance: In the event that Lessee is not self-insured as hereinafter provided, Lessee, at its expense, shall
throughout the term of this Agreement keep the Equipment insured against theft, fire, collision (in the case of vehicles) and such
other risks as may be customary for each item of Equipment in the amounts and for the coverage set forth in Exhibit E hereto,
with carriers acceptable to Lessor, under a policy or policies containing a loss payable endorsement in favor of Lessor, and
affording to Lessor such additional protection as Lessor shall reasonably require. Lessee shall further, at its expense, maintain in
effect throughout the term of this Agreement a policy or policies of comprehensive public liability and property damage insurance
in the amounts and for the coverage set forth in Exhibit E hereto, with carriers satisfactory to Lessor. All such insurance shall
name Lessor as an additional insured. The policies required hereby shall provide that they may not be canceled or materially
altered without at least 30 days prior written notice to Lessor. Lessee shall deliver to Lessor copies or other evidence satisfactory
to Lessor of each insurance policy and each renewal thereof. Failure by Lessor to request evidence of such insurance policies or
renewals, or otherwise to verify the existence of such insurance, shall not constitute a waiver of the requirements hereof. Lessor
shall have the right, on behalf of itself and Lessee, to make claim for, receive payment of and execute and endorse all
documents, checks or drafts received in payment for loss or damage under said insurance policies. If Lessee is self-insured with
respect to equipment such as the Equipment, Lessee shall maintain during the term of this Agreement an actuarially sound
self-insurance program in form satisfactory to Lessor and shall provide evidence thereof in form and substance satisfactory to
Lessor. '
18. Maintenance and Repairs: Lessee shall use the Equipment in a careful and proper manner, in compliance with all
applicable laws and regulations and, at its expense, keep and maintain the Equipment in good repair and working order,
performing all maintenance and servicing necessary to maintain the value of the Equipment, reasonable wear and tear excepted.
Without the prior written consent of Lessor, Lessee shall not make any alterations, modifications or attachments to the
Equipment which cannot be removed without materially damaging the functional capabilities or economic value of the Equipment.
19. Taxes: Unless Lessee has provided Lessor with evidence necessary to sustain an exemption therefrom, Lessee
shall timely pay all assessments, license fees, taxes (including sales, use, excise, personal property, ad valorem, stamp,
documentary and other taxes) and all other govemmental charges, fees, fines or penalties whatsoever, whether payable by
Lessor or Lessee, now or hereafter imposed by any governmental body or agency on or relating to the Equipment, the Rental
Payments or the use, registration, rental, shipment, transportation, delivery, ownership or operation of the Equipment and on or
relating to this Agreement; provided, however, that the foregoing shall not include any federal, state or local income or franchise
taxes of Lessor.
20. Lessor's Performance of Lessee's Obligations: If Lessee shall fail to duly and promptly perform any of its
obligations hereunder, Lessor may, at its option, perform any act or make any payment that Lessor deems necessary for the
maintenance and preservation of the Equipment and Lessor's interests therein, including, but not limited to, payments for
satisfaction of liens, repairs, taxes, levies and insurance. All expenses incurred by Lessor in performing such acts and all such
payments made by Lessor together with late charges as provided in Paragraph 21 below, and any reasonable legal fees incurred
by Lessor in connection therewith, shall be payable by Lessee to Lessor on demand. The performance of any act or payment by
Lessor as aforesaid shall not be deemed a waiver or release of any obligation or default on the part of Lessee.
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21. Late Charges: Should Lessee fail to duly pay any part of any Rental Payment or other sum to be paid to Lessor
hereunder (including, but not limited to, any amounts due as a result of Lessor's exercise of its rights under Paragraph 26 hereof)
within ten days of the date on which such amount is due hereunder, then Lessee shall pay to Lessor late charges on such
delinquent payment from the due date thereof until paid at the rate of 12% per annum or the highest rate permitted by law,
whichever is less.
22. Indemnification: Lessee assumes liability for, agrees to and does hereby indemnify, protect and hold harmless
Lessor and its agents, employees, officers, directors, parents, subsidiaries and stockholders from and against any and all
liabilities, obligations, losses, damages, injuries, claims, demands, penalties, actions, costs and expenses (including reasonable
attomey's fees), of whatsoever kind and nature, arising out of the use, condition (including, but not limited to, latent and other
defects and whether or not discoverable by Lessee or Lessor), operation, ownership, selection, delivery, storage, leasing or
retum of any item of Equipment, regardless of where, how and by whom operated, or any failure on the part of Lessee to accept
the Equipment or otherwise to perform or comply with any conditions of this Agreement. The indemnities and assumptions of
liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the expiration or termination of
the term of this Agreement. Lessee is an independent contractor and nothing contained herein shall authorize Lessee or any
other person to operate any item of Equipment so as to incur or impose any liability or obligation for or on behalf of Lessor.
Notwithstanding anything herein to the contrary, any indemnity amount payable by Lessee pursuant to this Paragraph 22 shall be
payable solely from Legally Available Funds and only to the extent authorized by law.
23. No Offset; Unconditional Obligation: This Agreement is "triple net" and Lessee's obligation to pay all Rental
Payments and Additional Payments hereunder shall be absolute and unconditional under any and all circumstances subject to
the terms and conditions of this Agreement. Without limiting the generality of the foregoing, Lessee shall not be entitled to any
abatement of rent or reduction thereof or setoff against rent, including, but not limited to, abatements, reductions or setoffs due to
any present or future claims of Lessee against Lessor hereunder or otherwise; nor, except as otherwise expressly provided
herein, shall this Agreement terminate, or the respective obligations of Lessor or Lessee be otherwise affected, by reason of any
defect in or damage to or loss or destruction of all or any of the Equipment from whatsoever cause, the taking or requisitioning of
the Equipment by condemnation or otherwise, the lawful prohibition of Lessee's use of the Equipment, the interference with such
use by any private person or corporation, the invalidity or unenforceability or lack of due authorization or other infirmity of this
Agreement, or lack of right, power or authority of Lessor to enter into this Agreement or any insolvency, bankruptcy,
reorganization or similar proceedings by or against Lessor or Lessee or for any other cause whether similar or dissimilar to the
foregoing, any present or future law to the contrary notwithstanding, it being the intention of the parties hereto that the Rental
Payments and Additional Payments payable by Lessee hereunder shall continue to be payable in all events unless the obligation
to pay the same shall expire or be terminated pursuant hereto (including upon the occurrence of an Event of Nonappropriation) or
until the Equipment has been returned to the possession of Lessor as herein provided (for all purposes of this Agreement any
item of Equipment shall not be deemed to have been returned to Lessor's possession until all of Lessee's obligations with respect
to the return, transportation and storage thereof have been performed). To the extent permitted by applicable law, Lessee hereby
waives any and all rights that it may now have or that at any time hereafter may be conferred upon it, by statute or otherwise, to
terminate, cancel, quit or surrender this Agreement or any of the items of Equipment except in accordance with the express terms
hereof.
24.
that:
Representations and Warranties of Lessee: Lessee hereby represents and warrants to and agrees with Lessor
(a) Lessee is a state or a political subdivision thereof within the meaning of Section 103(c) of the Code.
(b) Lessee has the power and authority under applicable law to enter into the transactions contemplated by
this Agreement and has been duly authorized to execute and deliver this Agreement and to carry out its obligations hereunder.
Attached hereto as Exhibit F is a full, true and correct copy of a resolution or other appropriate official action of Lessee's
governing body specifically authorizing Lessee to execute and deliver this Agreement. Attached hereto as Exhibit G is a full, true
and correct copy of an Incumbency Certificate relating to the authority of the officers who have executed and delivered this
Agreement on behalf of Lessee, and attached hereto as Exhibit H is a full, true and correct copy of an opinion of Lessee's legal
counsel regarding the legal, valid and binding nature of this Agreement on Lessee and certain other related matters.
(c) All requirements have been met and procedures have occurred in order to ensure the enforceability of this
Agreement, and Lessee has complied with such public bidding requirements, if any, as may be applicable to the transactions
contemplated by this Agreement.
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(d) Lessee is not subject to any legal or contractual limitation or provision of any nature whatsoever that in
any way limits, restricts or prevents Lessee from entering into this Agreement or performing any of its obligations hereunder,
except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting
creditors' rights generally.
(e) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court,
public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is
there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions
contemplated by this Agreement or any other agreement or instrument to whi'ch Lessee is a party and which is used or
contemplated for use in the consummation of the transactions contemplated by this Agreement. All authorizations, consents and
approvals of governmental bodies or agencies required in connection with the execution and delivery by Lessee of this
Agreement or in connection with the carrying out by Lessee of its obligations hereunder have been obtained.
(f) The payment of the Rental Payments or any portion thereof is not (under the terms of this Agreement or
any underlying arrangement) directly or indirectly (i) secured by any interest in property used or to be used in any activity carried
on by any person other than a state or local governmental unit or payments in respect of such property; or (ii) on a present value
basis, derived from payments (whether or not to Lessee) in respect of property, or borrowed money, used or to be used in any
activity carried on by any person other than a state or local governmental unit. The Equipment will not be used, directly or
indirectly, in any activity carried on by any person other than a state or local governmental unit. No portion of the Purchase Price
for the Equipment will be used, directly or indirectly, to make or finance loans to any person other than Lessee. Lessee has not
entered into any management or other service contract with respect to the use and operation of the Equipment.
(g) The entering into and performance of this Agreement will not violate any judgment, order, law or regulation
applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security
interest or other encumbrance upon any assets of Lessee or on the Equipment pursuant to any indenture, mortgage, deed of
trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which it or its assets may be bound,
except as herein provided.
(h) Lessee is acquiring the Equipment for use within its geographical boundaries.
(i) The useful life of the Equipment will not be less than the stated full term of this Agreement.
m Lessee has entered into this Agreement for the purpose of purchasing, acquiring and leasing the
Equipment and not for the purpose of refinancing any outstanding obligation of Lessee more than 90 days in advance of its
payment or prepayment date. The Purchase Price for the Equipment has been or will be paid directly by Lessor to the
manufacturer, seller or supplier thereof, and no portion of the Purchase Price for the Equipment has been or will be paid to
Lessee as reimbursement for any expenditure paid by Lessee more than 60 days prior to the execution and delivery of this
Agreement.
(k) Lessee has made sufficient appropriations or has other Legally Available Funds to pay all Rental
Payments due during the Initial Term.
25. Events of Default: Each of the following events constitutes an "Event of Defaulf hereunder:
(a) Lessee fails to pay in full the Rental Payment due on any date upon which such Rental Payment is due;
(b) Lessee fails to comply with any other agreement or covenant of Lessee hereunder for a period of 30 days
following receipt of written notice of violation of such agreement or covenant and demand that such violation be remedied;
(c) Lessee institutes any proceedings under any bankruptcy, insolvency, reorganization or similar law or a
receiver or similar officer is appointed for Lessee or any of its property;
(d) any warranty, representation or statement that Lessee made in writing in connection with this Agreement
is found to be incorrect or misleading in any material respect on the date made; or
(e) actual or attempted sale, lease or encumbrance of any of the Equipment or the making of any levy,
seizure or attachment thereof or thereon.
7
"'
"
26. Repossession and Lessor's Other Rights Upon Event of Default or Event of Nonappropriation: Immediately
upon the occurrence of an Event of Default or immediately after the expiration of the Initial Term or any Renewal Term during
which an Event of Nonappropriation occurs, Lessor may terminate this Agreement or Lessee's rights hereunder and in any such
event repossess the Equipment, which Lessee hereby agrees to surrender to Lessor. Such right of repossession and other rights
as specifically provided in this Paragraph 26 shall constitute the sole remedies for Lessee's failure to make Payments or
otherwise perform its obligations when required hereunder. If Lessor is entitled to repossess the Equipment hereunder, Lessee
shall permit Lessor or its agents to enter the premises where the Equipment is then located, In the event of any such
repossession, Lessee shall execute and deliver such documents as may reasonably be required to restore title to and possession
of the Equipment to Lessor, free and clear of all liens and security interests to which the Equipment may have become subject.
Any termination of this Agreement at Lessor's option as provided in this Paragraph 26 shall take effect at the end of
the Initial Term or the Renewal Term then in effect, unless Lessor (at its option) elects to terminate this Agreement on an earlier
date.
Upon repossession, if the Equipment is damaged or otherwise made less suitable for the purposes for which it was
manufactured than when delivered to Lessee, Lessee agrees, at its option, to: (a) repair and restore the Equipment to the same
condition in which it was received by Lessee (reasonable wear and tear excepted) or (b) pay to Lessor the reasonable costs of
such repair and restoration.
If Lessor terminates this Agreement pursuant to this Paragraph 26 or an Event of Nonappropriation occurs and
Lessee continues to use the Equipment after the Initial Term or any Renewal Term during which the Event of Default or Event of
Nonappropriation occurs or if Lessee otherwise refuses to pay Rental Payments due during a Renewal Term for which Lessee's
goveming body has appropriated sufficient Legally Available Funds to pay such Rental Payments, Lessor shall be entitled to
bring such action at law or in equity to recover damages attributable to such holdover period for the Equipment that Lessee
continues to use or to the remainder of such Renewal Term for which such appropriations have been made.
Lessor shall also be entitled to exercise any or all remedies available to a secured party under the applicable
Uniform Commercial Code and all other rights and remedies that Lessor may have at law or in equity.
No right or remedy herein conferred upon or reserved to Lessor is exclusive of any right or remedy herein or at law
or in equity or otherwise provided or permitted, but each shall be cumulative of every
other right or remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise, and may be
enforced concurrently therewith or from time to time.
No waiver of or delay or omission in the exercise of any right or remedy herein provided or otherwise available to
Lessor shall impair, affect or be construed as a waiver of its rights thereafter to exercise the same. Any single or partial exercise
by Lessor of any right hereunder shall not preclude any other or further exercise of any right hereunder.
27. No Sale, Assignment or Other Disposition by Lessee: Lessee agrees not to (a) sell, assign, transfer, lease,
sublease, pledge or otherwise encumber or suffer a lien or encumbrance upon or against any interest in this Agreement or the
Equipment, (b) remove the Equipment from its Equipment Location identified in Exhibit A hereto or (c) enter into any contract or
agreement with respect to the use and operation of any of the Equipment by any person other than Lessee, without Lessor's prior
written consent in each instance. Lessee shall at all times remain liable for the performance of the covenants and conditions on
its part to be performed, notwithstanding any assigning, transferring or other conveyance that may be made with such consent.
Lessee shall take no action that may adversely affect the excludibility from gross income for federal income tax purposes of any
portion of the interest component of the Rental Payments.
28. Assignment by Lessor: Lessor may, at any time and from time to time, assign, transfer or otherwise convey all or
any part of its interest in the Equipment or this Agreement, including Lessor's rights to receive the Rental Payments or any part
thereof (in which event Lessee agrees to make all Rental Payments thereafter to the assignee designated by Lessor), to
terminate this Agreement or Lessee's rights hereunder, to receive tax indemnity payments pursuant to Paragraph 12 hereof and
to repossess the Equipment and exercise Lessor's other rights under Paragraph 26 hereof. Any such assignment, transfer or
conveyance may be to a trustee for the benefit of owners of certificates of participation. No such assignment, transfer or
conveyance shall be effective until Lessee's registration agent shall have received a written notice of assignment (in substantially
the form of Exhibit I attached hereto) that discloses the name and address of each such assignee; provided, however, that if such
assignment is made to a bank or trust company as trustee or paying or escrow agent for owners of certificates of participation
with respect to the Rental Payments payable hereunder, it shall thereafter be sufficient that a copy of the agency or trust
agreement shall have been deposited with Lessee's registration agent until
8
-,
Agreement No. 1842
Lessee's registration agent shall have been advised that such agency or trust agreement is no longer in effect. During the term of
this Agreement, Lessee shall keep, or cause to be kept, a complete and accurate record of all such assignments in form
necessary to comply with Section 149 of the Code. For this purpose, Lessee appoints Lessor to act as its registration agent,
which appointment Lessor hereby accepts. Lessor agrees on Lessee's behalf to maintain such record of all assignments.
Lessee agrees, if so requested, to acknowledge each such assignment in writing within 15 days after request therefor, but such
acknowledgment shall in no way be deemed necessary to make any assignment effective. Lessee further
agrees that any moneys or other property received by Lessor as a result of any such assignment, transfer or conveyance shall
not inure to Lessee's benefit.
29. Costs: Lessee shall pay Lessor all costs and expenses, including reasonable attorney's fees and costs related to
repossession of the Equipment, incurred by Lessor in enforcing any of the terms, conditions or provisions of this Agreement.
30. Severability: If any provision of this Agreement is or becomes invalid, illegal or unenforceable, such invalidity,
illegality or unenforceability will not affect the other provisions of this Agreement, which shall be valid and enforceable to the
fullest extent permitted by law.
31. Notices: All notices, reports and other documents provided for in this Agreement shall be deemed to have been
given or made when delivered (including by facsimile transmission) or three days after being mailed by certified mail, postage
prepaid, addressed to Lessor or Lessee at their respective mailing addresses set forth above or such other addresses as either of
the parties hereto may designate in writing to the other from time to time for such purpose.
32. Amendments: This Agreement and the Exhibits attached hereto constitute the entire agreement between Lessor
and Lessee with respect to the Equipment and the subject matter hereof. No term or provision of this Agreement may be
changed, waived, amended or terminated except by a written agreement signed by both Lessor and Lessee, except that Lessor
may insert the serial number on Exhibit A hereto of any item of Equipment after delivery thereof.
33. Construction: This Agreement shall in all respects be governed by and construed in accordance with the laws of
the State in which Lessee is located. The titles of the Paragraphs of this Agreement are for convenience only and shall not define
or limit any of the terms or provisions hereof. Time is of the essence of this Agreement in each of its provisions.
34. Parties: The provisions of this Agreement shall be binding upon, and (subject to the limitations of Paragraph 27
hereof) shall inure to the benefit of, the assigns, representatives and successors of Lessor and Lessee. If more than one Lessee
is named in this Agreement, the liability of each shall be joint and several.
35. Counterparts: This Agreement may be executed in several counterparts, each of which when executed shalf be
deemed to be an original, but all together shall constitute but one and the same agreement.
36. Interest: If under applicable law any part of the Rental Payments is deemed or determined to be imputed interest,
finance charges or time-price differential ("Interesr), Lessor and Lessee agree that the Rental Payments shall be deemed ,to be
level payments of principal and Interest, with such Interest accruing on principal amounts outstanding from time to time. The rate
of such Interest is not intended to exceed the maximum rate or amount of interest permitted by applicable law. If the Interest
exceeds such maximum, then at Lessor's option, if permitted by law, the Interest payable will
9
"
Agreement No. 1842
be reduced to the legally permitted maximum amount of interest, and any excessive Interest will be used to reduce the principal
amount of Lessee's obligation or be refunded to Lessee.
Lessee hereby acknowledges that it has read and understands this Agreement.
In Witness Whereof, Lessor and Lessee have each caused this Agreement to be duly executed and delivered as of
the date first above written.
~~ Attest: A 1,(} ~
()lw SignatureAM~p'~
Name Printed: Lena J. -:Bonner
Title:
Mayor
Title: C 1 e r k 0 f' Comm i s s,i on - Coun c i1
Date:
9/11/96
Date:
9/12/96
Lessor:
Division
American Equipment Leasing - Golf Capital
Signature:
ch a!-'
Attest: ~.
S~n~ure: .
Name printed:' 'J:Il; /)-...; . eo iev d 'L <.t~ T
Title: ~G"- SC ~
Date ~/.2 't (<70
Name Printed: VINCIWoVT fr fP.,Vu
Title: ~Vp,
Date: 9. 23. ]'(,
10
'\ r
LIST OF CLOSING DOCUMENTS
1. Equipment Lease-Purchase Agreement
2. Equipment Description and Location (Exhibit A)
3. Rental Payment Schedule (Exhibit B)
4. Acceptance Certificate (Exhibit C)
5. Form 8038G/GC (Exhibit D)
6. Insurance Coverage Requirements (Exhibit E)
7. Form of Authorizing Resolution (Exhibit F)
8. Incumbency Certificate of Lessee (Exhibit G)
9. Opinion of Lessee's Counsel (Exhibit H)
10. Payment Request Form (Exhibit I)
11. Small Issuer Exemption Certificate (IF APPLICABLE)
12. Name of County for UCC-1 Filing
13. Lessee Invoice Information Form
14. UCC-1 Financing Statement
15. Assignment Agreement
16. Notice and Consent to Assignment
11
,,: f . .
.'
Agreement No. 1842
EXHIBIT A
EQUIPMENT DESCRIPTION AND LOCATION
1. Description of the Equipment:
SEE ATTACHED EQUIPMENT SCHEDULE HERETO.
2. Serial Number(s) * (if available/applicable):
3. Equipment Location:
4. For purposes of the Agreement, "State" means the State of Georgia.
5. Lessee's current Fiscal Period extends from
to
ri
Title:
Mayor,
Date:
9/11/96
Lessee authorizes Lessor to insert serial number of Equipment when determined by Lessor as
provided in Paragraph 32 of the Agreement.
12
"r .'
EQUIPMENT SCHEDULE FOR
EQUIPMENT LEASE PURCHASE AGREEMENT #1842
Stovall Turf and Industrial Tractor
One (1) Ransomes 300 with cutting units
One (1) Ransomes 700 Rotary Mower 946702
One (1) Ransomes Greensplex 180 with cutting units
One (1) Cushman 898632 with Vicon Sprayer and Topdresser
One (1) Cushman 544885 GA-30 Aerator
One (1) Cushman 3 Point Hitch Aerator
One (1) Ransomes Triplex 185
One (1) Ryan 18 inch 544845
One (1) Agrimetal Blower VW360
Jenkins Ford Tractor Comoanv
One (1) N47004 Kubota Tractor with turf tires, Kubota Loader, 72" Bucket
Page 1 of 1
I
Agreement No. 1842
EXHIBIT B
RENTAL PAYMENT SCHEDULE
The Rental Payments shall be made for the Equipment as follows:
Payment Payment Payment Interest Principal Purchase
Number Date Amount Amount Amount Option
1 1-0ct-96 $4,067.29 $732.17 $3,335.12 $131,725.27
2 1-Nov-96 $4,067.29 $713.73 $3,353.56 $128,234.28
3 1-Dec-96 $4,067.29 $695.19 $3,372.10 $124,728.01
4 1-Jan-97 $4,067.29 $676.55 $3,390.74 $121,206.41
5 1-Feb-97 $4,067.29 $657.81 $3,409.48 $117,669.40
6 1-Mar-97 $4,067.29 $638.96 $3,428.33 $114,116.91
7 1-Apr-97 $4,067.29 $620.00 $3,447.29 $110,548.88
8 1-May-97 $4,067.29 $600.95 $3,466.34 $106,965,,24
9 1-Jun-97 $4,067.29 $581.78 $3,485.51 $103,365.92
10 1-Jul-97 $4,067.29 $562.52 $3,504.77 $99,750.86
11 1-Aug-97 $4,067.29 $543.14 $3,524.15 $96,119.98
12 1-Sep-97 $4,067.29 $523.66 $3,543.63 $92,473.21
13 1-0ct-97 $4,067.29 $504.07 $3,563.22 $88,810.49
14 1-Nov-97 $4,067.29 $484.37 $3,582.92 $85,131.75
15 1-Dec-97 $4,067.29 $464.56 $3,602.73 $81,436.91
16 1-Jan-98 $4,067.29 $444.65 $3,622.64 $77,725.91
17 1-Feb-98 $4,067.29 $424.62 $3,642.67 $73,998.67
18 1-Mar-98 $4,067.29 $404.48 $3,662.81 $70,255.12
19 1-Apr-98 $4,067.29 $384.23 $3,683.06 $66,495.20
20 ' 1-May-98 $4,067.29 $363.87 $3,703.42 $62,718.83
21 1-Jun-98 $4,067.29 $343.40 $3,723.89 $58,925.93
22 1-Jul-98 $4,067.29 $322.81 $3,744.48 $55,116.44
23 1-Aug-98 $4,067.29 $302.11 $3,765.18 $51,290.28
24 1-Sep-98 $4,067.29 $281.30 $3,785.99 $47,447.38
25 1-0ct-98 $4,067.29 $260.37 $3,806.92 $43,587.67
26 1-Nov-98 $4,067.29 $239.32 $3,827.97 $39,711.08
27 1-Dec-98 $4,067.29 $218.16 $3,849.13 $35,817.53
28 1-Jan-99 $4,067.29 $196.88 $3,870.41 $31,906.94
29 1-Feb-99 $4,067.29 $175.49 $3,891.80 $27,979.24
30 1-Mar-99 $4,067.29 $153.97 $3,913.32 $24,034.36
31 1-Apr-99 $4,067.29 $132.34 $3,934.95 $20,072.22
32 1-May-99 $4,067.29 $110.58 $3,956.71 $16,092.75
33 1-Jun-99 $4,067.29 $88.71 $3,978.58 $12,095.87
34 1-Jul-99 $4,067.29 $66.72 $4,000.57 $8,081.50
13
Payment Payment Payment Interest Principal Purchase
Number Date Amount Amount Amount Option
35 1-Aug-99 $4,067.29 $44.60 $4,022.69 $4,049.57
36 1-Sep-99 $4,067.29 $22.37 $4,044.92 $-
Grand $146,422.44 $13,980.44 $132,442.00
Totals
~
Title:
Date: 9/ 11 /96
Assumes all Rental Payments and Additional Payments otherwise due on that date have been paid.
14
EXHIBIT F
FORM OF AUTHORIZING RESOLUTION
Agreement No, 1842
Whereas, Augusta. Richmond County (the "Lessee'), a body politic and corporate duly organized and existing as a political subdivision,
municipal corporation or similar public entity of the State of Georgia, is authorized by the laws of the State of Georgia to purchase, acquire and
lease personal property for the benefit of the Lessee and its inhabitants and to enter into contracts with respect thereto; and
Whereas, the Lessee desires to purchase, acquire and lease certain equipment constituting personal property necessary for the Lessee to
perform essential govemmental functions; and
Whereas, in order to acquire such equipment, the Lessee proposes to enter into that certain Equipment Lease-Purchase Agreement (the
"Agreemenr) with American Equipment Leasing - Golf Capital Division (the "Lessor'), the form of which has been presented to the goveming body
of the Lessee at this meeting; and
Whereas, the goveming body of the Lessee deems it for the benefit of the Lessee and for the efficient and effective administration thereof
to enter into the Agreement for the purchase, acquisition and leasing of the equipment therein described on the terms and conditions therein
provided;
Now, Therefore, Be It And It Is Hereby Resolved;
Section 1. Approval of Documents. The form, terms and provisions of the Agreement are hereby approved in substantially the form
presented at this meeting, with such insertions, omissions and changes as shall be approved by counsel of the Lessee or other members of the
goveming body of the Lessee executing the same, the execution of such documents being conclusive evidence of such approval; and the
Larry E. Sconyers, Mayor
of the Lessee is hereby authorized and directed to execute, and the
Lena J. Bonner, Clerk of Commissionof the Lessee is hereby authorized and directed to attest and countersign, the
Agreement and any related exhibits attached thereto, and the SecretarylClerk of the Lessee is hereby authorized to affix the seal of the Lessee to
such documents.
Section 2, Other Actions Authorized. The officers and employees of the Lessee shall take all action necessary or reasonably required
by the parties to the Agreement to carry out, give effect to and consummate the transactions contemplated thereby and to take all action
necessary in conformity therewith, including, without limitation, the execution and delivery of any closing and other documents required to be
delivered in connection with the Agreement.
Section 3, No General Liability, Nothing contained in this Resolution, the Agreement nor any other instrument shall be construed with
respect to the Lessee as incurring a pecuniary liability or charge upon the general credit of the Lessee or against its taxing power, nor shall the
breach of any agreement contained in this Resolution, the Agreement or any other instrument or document executed in connection therewith
impose any pecuniary liability upon the Lessee or any charge upon its general credit or against its taxing power, except to the extent that the
Rental Payments payable under the Agreement are special limited obligations of the Lessee as provided in the Agreement.
Section 4. Section fI intentionally left blank,
Section 5, Severability. If any section, paragraph, clause or provision of this Resolution shall for any reason be held to be invalid or
unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of
this Resolution.
Section 6. Repealer. All bylaws, orders and resolutions or parts thereof, inconsistent herewith, are hereby repealed to the extent only of
such inconsistency. This repealer shall not be construed as reviving any bylaw, order, resolution or ordinance or part thereof,
Section 7. Effective Date. This Resolution shall be effective immediately upon its approval and adoption.
Adopted and Approved by the governing body of the Lessee this 3rd day of
October
,19~.
The undersigned further certifie~:hat the above resolution has not been repealed :Jmended.
5Igoo'"'' 77(}A'tt J'tnmaM~ "f" .
cretary/Clerk
Name Printed: Jv',.q,UCY 0. J10i2AtJSk.1
Date: 02TOAI!i2.J <....~) /qqt,
19
EXHIBIT G
Agreement No. 1842
INCUMBENCY CERTIFICATE OF LESSEE
The undersigned, the duly authorized representatives of the named Lessee under that certain Equipment
Lease-Purchase Agreement dated as of September 1, 1996 (the "Agreement'), with American Equipment
Leasing - Golf Capital Division, as Lessor, hereby certifies as follows in accordance with the requirements of the
Agreement. Capitalized terms used herein have the same meaning as in the Agreement.
I hold the position noted under my signature, and I have all authority necessary to execute and deliver this
Certificate. The following officers of the Lessee are duly elected or appointed, and the signatures above the
respective names and titles are true and correct and, where required, have been filed with the appropriate officials of
the State.
LESSEE: Augusta - Richmond County
cr
LARI<V E. S-~HYea.s
.
Name Printed
kP4 ~ 13o;vNJE~
Name Printed
1114 '/eu'e.
Title
C.t-€l2 J(
Title
In Witness Whereof, I have executed and delivered this certificate as of this i...q .-Joe )jay of
r{)~
, 19 q(p
7;tL,'f iJ Ynt)'(~
Signature of Secretary/Clerk
rI
IJAifv 0. 110tlAUEAU
Name Printed
!JI!IVTY t2J../!JUo
Title
, Oc'TOl3ffi 19) Iqq~
Date
19
.&.l!llp~tt~ '" JEiiCGIhunm<mIm<dl C<ml!llIm tty C<mmrmrrmn ~~ii(Q)Im",C<rDl!llImCG~n
ROOM 801 . CITY.COUNTY MUNICIPAL BLDG, (11)
AUGUSTA, GEORGIA 30911
Bus, (706) 821-2488
Fax No, (706) 722.5984
LEE BEARD
ULMER BRIDGES
JERRY BRIGHAM
HENRY H, BRIGHAM
WILLIAM B, KUHLKE, JR,
WM, "WILLIE' H, MAYS, 11\
J,B, POWElL
MOSES TODD
ROBERTZETTERBERG
LINDA W BEAZLEY
Administrator. Administration
LARRY E. SCONYERS
Mayor
FREDDIE L. HANDY
Mayor Pro Tem
September 9, 1996
American Equipment Leasing - Golf Capital Division
Six Commerce Drive
Reading, Pennsylvania 19607-9704
CHARLES DILLARD
Administrator. Operations
JAMES B, WALL
Attorney
Re: Equipment Lease-Purchase Agreement No. 1842
Reply to:
P,O,BOX 2125
Augusta, GA 3OS03
Ladies and Gentlemen:
As counsel for Augusta - Richmond County ("Lessee"), I have examined the duly
executed original Equipment Lease-Purchase Agreement dated September 1, 1996 (the
"Agreement") between Lessee and American Equipment Leasing Golf Capital Division
("Lessor"), and the proceedings taken by the governing body of Lessee to
authorize the execution and delivery of the Agreement on behalf of Lessee. Based
upon the foregoing examination and upon an examination of such other documents
and matters of law as I have deemed necessary or appropriate, I am of the opinion
that:
1. Lessee is a County duly organized and legally existing as a political
subdivision under the Constitution and laws of the State of Georgia with full
power and authority to enter into the Agreement.
2. The Agreement has been duly authorized, executed and delivered by Lessee and,
assuming due authorization, execution and delivery thereof by Lessor, constitutes
the legal, valid and binding obligation of Lessee, enforceable against Lessee in
accordance with its terms, subject to any applicable bankruptcy, insolvency,
moratorium or other laws or equitable principles affecting the enforcement of
creditors' rights generally.
3. The Equipment leased pursuant to the Agreement constitutes personal property
and when subjected to use by Lessee will not be or become a fixture under
applicable law.
4. Lessee has complied with any applicable public bidding requirements in
connection with the Agreement and the transactions contemplated thereby.
5. No litigation or proceeding is pending or, to the best of my knowledge,
threatened to restrain or enjoin the execution, delivery or performance by Lessee
,of the Agreement or in any way to contest the validity of the Agreement, to
contest or question the creation or existence of Lessee or its governing body or
the authority or ability of Lessee to execute or deliver the Agreement or to
comply with or perform its obligations thereunder. There is no litigation
pending or, to the best of my knowledge, threatened seeking to restrain or enjoin
Lessee from annually appropriating sufficient funds to pay the Rental Payments
or other amounts contemplated by the Agreement.
6. The resolution adopted by Lessee's governing body authorizing the execution
and delivery of the Agreement and certain other matters was adopted at a meeting
that was held in compliance with all applicable laws relating to the holding of
open and public meetings.
Page 2
September 9, 1996
7. The entering into and performance of the Agreement does not violate any
judgment, order, law or regulation applicable to Lessee or result in any breach
of, or constitute a default under, or result in the creation of any lien, charge,
security interest or other encumbrance upon any assets of Lessee or on the
Equipment (as defined in the Agreement) pursuant to any indenture, mortgage, deed
of trust, bank loan or credit agreement or other instrument to which Lessee is
a party or by which it or its assets may be bound, except as provided in the
Agreement.
This opinion may be relied upon by purchasers and assignees of Lessor's interests
in the Agreement pursuant to Paragraph 28 thereof.
JBwjsjp
-
. ~..~ ( .
~l\\ Department of the Treasury
~JJ Internal Revenue Service
Instructions for Form 8038-G
(Rev. May 1995)
Information Return for Tax-Exempt Governmental
Obligations
A separate Form 8038-G must be filed for each issue of obligations.
(Note: Use Form B03B-GC if the issue price is under $100,000.)
Section references are to the Internal Revenue Code lnless otherwise noted.
Information Return for Tax-Exempt Private
Activity Bond Issues.
Issue.-GeneraJly, do not treat separate
obligations as part of the same issue unless
the obligations are issued by the same issuer.
on the same date. and pu~ to a single
transaction (or series of related transactions).
In cases of draw-down loans, all amounts
reasonably expected to be advanced within 3
years of the date of the first draw may be
treated as part of the same issue if the draws
are equally and ratably secured by the same
loan agreement and are pursuant to a
common financing arrangement. All
obligations that are issued under a single
finance lease or installment purchase
agreement may be treated as part of the
same issue if all of the property covered by
that agreement is reasonably expected to be
delivered within 3 years of the date of issue
of the first obligation.
Arbitrage rebate.-GeneraJly, interest on a
state or local bond is not tax exempt unless
the issuer ot the bond rebates to the United
States arbitrage profits earned from investing
proceeds of the bond in higher yielding
nonpurpose inves-.ments. See section , 48(f).
Construction issue.-A construction issue is
an issue ot tax-exempt bonds if (1) at least
75% of the available construction proceeds
of the issue are to be used for construction
expenditures with respect to property that is
to be owned by a governmental unit or a
501 (c)(3) organization. and (2) all of the bonds
that are part of the !:.sue are qualified
501(c)(3) bonds: bonds that are not private
activity bonds: or private activity bonds
iSsued to finance property to be owned by' a
govemmentaJunit or a 501 (c)(3) organization.
In lieu of rebating any arbitrage t/:lat may be
owed to the United States. the issuer of a
construction issue may make an irrevocable
.election to pay a penalty. The penalty is equal
to 1%% of the amount of construction
proceeds that do not meet certain spending
requirements. See section 148(f)(4)(C). .
Specific Instructions
Part !-Reporting Authority
Amended Retum.-1f you are filing an
amended Form 8038-G. check the amended
return box and complete Part I and only
those parts of Form 8038-G you are,
amending. Use the same report number (line
4) as was used for the original report. Do not
amend the estimated amounts previously
reported once the actual amounts are
, determined. ,
Line 1.-The issuer's name is the name of
the entity issuing the obligations. not the
name of the entity receiving the benefit of the
financing. For a lease or installment sale, the
issuer is the lessee or the purchaser.
Une 2.-An issuer that does not have an aN
should apply fer one on Fonn SS-4,
Application for Employer Identification
Number. This form may be obtained from
most IRS and Social SectJrity Administration
offices. File Form SS-4 according to the
instructions on that fonn. If the EIN has not
been received by the due date for Form
e038-G. write . Applied for'" in the space for
the EIN.
Line 4.-Number reports consecutively based
on the filing date (not the date of issue). For
example. If the Issuer filed two Forms 8038-G
In the , 995 calendar year. the .report
number" fer the third Fonn 8038-G would be
.G1995-3." If an issuer (e.g., a state) issues
obligations through many departments or
Paperwork Reduction Act Notice
We ask for the jnformation on this fonn to
carry out the Internal Revenue laws of the
United States. You are required to give us the
information. We need it to ensure that you are
complying with these laws.
The time needed to complete and file this
form varies depending on individual
circumstances. The estimated average time
is; -
Learning about the
law or the fonn. . . . . 2 hr., 29 min.
Preparing, copying,
assembling, and
sending the fonn to
the IRS .'. . . . . . 2 hr., 51 mine
If you have comments concerning the
accuracy ot these time estimates or
suggestions for making this form simpler, we
would be happy to hear from you. You can
write to the Internal Revenue Service,
Attention: Tax Forms Committee, PC:FP,
Washington. DC 20224. DO NOT Send the
form to this address. Instead. see Where To
File below.
'. General Instructions
Purpose of Fonn
Form 8038-G is used by issuer.> of
tax-exempt governmental obligations to
provide the IRS with the information required
,by section 149(e) and to monitor the
requirements of sections 141 through 150.
Complete Parts 1/ through VI on the basis of
available information and reasonable
expectations as of the date the issue Is
issued. If an item does not apply to the isstJe
you are reporting. write .N/A" in the space
provided for the item.
, Who Must File
Issuers must file a Form 8038-G for each
issue of tax-exempt governmental obligations
issued after December 31. 1986, if the price
(line 20, column (e)) of the issue is $100.000
or more. If the issue price is less than
$100.000. issuers must file Form S038-GC,
Information Return for Small Tax-Exempt ,
Govemmental Bond Issues, Leases. and
Installment Sales. Issuers use Fonn 8038- T,
Arbitrage Rebate and Penalty in Weu of
Arbitrage ,Rebate. to pay the arbitrage rebate
to the United States, and to pay a penalty in
lieu of arbitrage rebate.
When To File
File Form 8038-G on or before the 15th day
of the 2nd calendar month after the close of
the calendar cuartl'!r in whic.'l the issue is
issued. Complete Form 8038-G based on the
facts as of the issue date.
Late filing.-An issuer may be granted an
extension of time to file Form 8038-G under
SeCtion 3 otRev_ Proc. 88-10. 1988-1 C.B.
635. if it is detemWIed that the failure to file
on time is not due to willful neglect. Send a
late Form 8038-G 1rJ: Internal Revenue
Service. PhiladelptE Servica Center,
Statistics of Inccme Unit. P:DA:Unit F-SOI.
Philadelphia. PA 19255. Stop #335. Type or
print at the topc::l1he form, "This Statement.
Is Submitted iD.Acalrd.ance with Rev. ?roc.
88-10." Attach to 1tE Form 8038-G a letter
explaining why .Fam 8038-G was not
submitted to the IRS on time. Also indicate
whether the bond isslJe in question is under
examination by the IRS. Do not submit copies
of the trust indenlure or other bond
documents.
Where To File
File Form, 8038-G wit! the Internal Revenue
Service Center, Ph1adelphia. PA 19255.
Rounding Off 10 Whole Dollars
You may show'lhe lIXI'ley items on this
return as whoie-dcllar amounts. To do so, '
drop any amount less than 50 cents and
increase any amamt from 50 cents through
99 cents to the next higher dollar.
Definitions
. A "tax-e?Cempt. "'oLylion- is an obligation
on which the interest is 'excluded from
Income under the ~ Revenue Code. A
tax-exempt obrlg3tiDn is not limited to the
formal issuance r:I tax1s. It also includes
Installment purchase agreements and
financial leases.
. A "tax-exempt ~entaI bond. is a
, tax-exempt bond 1:haI is not a private activity
bond.
; . A .private actMty band" is generally an
, obligation issued as part of an issue of which
(a) more than 10% Gf1he proceeds are to be
used fer any privaIB Ilusiness use: and (b)
more than 10% cI-.e payment of principal or
interest of the is3a is either secured by an
interest in property to be used for a private
business use (or pa,...... lis in respect of such
property), or is to be derived.from payments ,
In respect of property Car bonowed money)
used fer a private business use. AA obligation
is also considered a private activity bond if
the amount of the p........eds to be used to
make or financa lams IcJIher than loans
described in sectian 141t:)(2)) to certain
persons excaeds :lie ~ of 5% of the
proceeds or $S mIIiicn. Privata activity bonds
should be reported en Form S038.
M:rm 8035-G
, .
Infonnation Return for Tax-Exempt Governmental Obligations
· : . . . ~ Under Intemall Rewnue Code section 149(81 ..-
. ~ See s:epar.Ite InstructiCln:s.
(Nota: Usa Form e:x:z.GC if tIla is::::Je pies is under S100.DCO.)
If Amended Return. c..,ed< here ~ 0
2 Issuer's err.;:!oyer tdentiF.cation nuzn!:)er
Sf; Z-2..o 'l-1..-7'/-
ACCmlStlita,' 4 nepcrt nur.-.oer
G1996 - I
I 5 Oate cf is:;:.;a
;0 -<:7;2. q {p
I a CU~/A number
~B No. ls.4S-JnO
Please
Sign
Here
(Fie.;. May 1SS5)
o.c..nm.nc at Ule r--r
~ A.wwlue s.-.
Recortina Autho .
1 Issller's name
Augusta -Richmond County
3 NumOer' and s:reet (or P.O. box if mail is r:a delivered t::I stteet accrass)
530 Greene Street
5 C:ty, lcwn, CJ" pest ~. state. and ZIP c::c:-e
Augusta, GA 30911 .
7 Name at issue
NONE ( reement No. 1842 )
1i at Issue (chec~ 3cclicable bo~ies} and enter the issue orieal
9 0 ECuc:mcn (attac.'1 sctedul&-5ae ins:ruc:ions). . . .
10 0 Health and hospitGl (crttac:, sC':edtie-see ins:n.'dcnsl.
11 0 Trans;:crtrticn . . . . . . . . . . . . .
12 0 Public safety. . . . . . . . '. . . . . .
13 0 E:'lVircnmerrt [mclucing saw3;e bcnes). . . _ .
14 0 Housing . . . . . . . . . . . . . . . ...
1S 0 Utifrties .'. . . . . . . . . .,. . . . . . . . . . .
16 [j Other. Des=iba (s~ instruc::ons) ~ Turf Maintenance Equipment
1; If obligaticns are tax or other revent.:e anticipation bends. chec.'< box ~ 0
18' If oblic;;;tiol"S are in the term of a lease or installment sale. checi: box ~ O.
~ Ceseriction of Oblications
(al " Illl. I
Mom:rrty data Inraresl: rnta
19 I N A % I
2D E:1tire issue . r0 ~ 134 736.98 I I
'~ses at Procaeds of Bond Issue fincaxfina underwrite~ clS~untl
21 Prce-aeCs used for aC:Ued interest . . . . . . . . . . . . . . . .
22 Issue pries at, entire issue' (enter amcunt from line 2!4 ccIurrJl (e)). . . . . .
23 . Proceeds uSed fer berid issuanca c::::sts [Including ,ODderwriters' dis:::::ur.t) . 23 I
24 Proceeds used for C'edit enhancemerrt. . . . _ _ . . . . 24 I
25 Proceeds allocated to reasonably required reserve or repiacl!ment fund 25 I
26 I'
2S Proceeds used to currentty refund prier issueS . . ": . . . . . .
"op P ~...A.o ed . ~. d . . . 7.7 I
~l roc~ us to aavanca ""Iun pr:er ISSUes . . . . . . . .. '
2S Total (add lines 23 throUgh 27). . . . . . . - .'. . . .'. .'. . '~ '. . . . . I 2S
~, Nonrefundina oroc:aeds of the issue (subtrac: line 28 frorri line zi and enter amount here) . " 29 I
~~~ction of Re~nded Bonds (Comoiete this cart only for refunding bonc:.s.l N I A
30 Enter the remaining weigtrt~ average matumy of the bends to be c:mently refunded . ..' ~
31 E!rter the remaining weighted 'average maturity at the bends to be advanca refunded . . ~
32 Enter the last date on which the refunded bonds wiD be called. . . . ' . . . ~
3:3 Enter the date(s) the refunded bonds were issued ~
~ . Miscellaneous
34 Enter the amount at the state volume cap allocated to 1he issue under section 141{b)(5)
3.5 Entertha amcunt of the !:axis designated by tha issuer underseCcn 2S:(bJ(3)(8}(i)QIQ (small issuer exception)
36a Enter the arr:cmt of gross j::ccaeds invested cr ~ be invested iI a pantaed investment contl'aC (see instrt:dcns)
b Enter the final maturity data of the guaranteed inv~uCllt cartrac: . ~. N/ A .
:r7 Pooled finallc;u~ a Procseds at this tssua that are to be used to make leans to other gcvemmentaJ units 37a 'N I A
b If this issue is a I~ made from the proceeds of ancther tax-exempt issue, cl1ec.'<: box ~ 0 and enter the ~ame of ~~
issuer ~ N/ A .. and the date of the issue ~ N/ A. .
~ If the issuer has eleded to pay a penatty in lieu Of aroi:tr.lge rebate. check box . . .' ~ 0
39 If the issuer has identified a hedae. check box . . . . . . . . . .'. . . . ~ 0
~ penaltiM ct tt'.at 1 have examined UIiI ~ .-ad acc::mpanying achedl:la' and ~ and to the best at my kncwleCgll
and beUet." and ~ ~
V[u~ Larry E. Sconyers, .Mayo'r
, Type or print name and :::l..
~
-- pricII
years
years
~ No. 5:Jii'""..s
Fam 803S-G (flw. ~S)
~ ~-~~
EXHIBIT E
Agreement No. 1842
INSURANCE COVERAGE REQUIREMENTS
To Lessor:
American Equipment Leasing - Golf Capital Division
Six Commerce Drive
Reading, Pennsylvania 19607-9704
From Lessee:
Augusta - Richmond County
530 Greene Street
Augusta, Georgia. 30911
Subject: Insurance Coverage Requirements
..
b. Public Liability Insurance . enced by a Certificate of Insu~ance,
Additional Insured; with the following . imum coverages: '
Company:
Address:
Phone No.:
Contact:
to issue:
$100,000.00 property,dC!,mage liability
,,:,.;.r
..,.::fi/;;I
.:L..:;~"..J..:~C';;~,t<:i;,.
. . .$./~ ~:.
2. Pursuant to Paragraph 17 of the Agreement, Lessee is,self-insured for cilt'risk, physical damage and public liability
and will provide proof of such self-insurance in letter form together with a copy of the statute authorizing this form of insurance.
3. Proof of insurance coverage will be provided to Lessor or its Assignee prior to the time the Equipment is delivered to
Lessee.
~
Title: '
Mayor
Date:
9/11 19h
17
~
Agreement No. 1842
NAME OF COUNTY
In order to file the UCC-1's included in these documents, we will need the county in which the
municipality resides and the tax identification number for the municipality.
IT IS NECESSARY TO RETURN TWO (2) ORIGINAL UCC-1 FINANCING STATEMENTS TO
AEL - GOLF CAPITAL DIVISION., AS WE FILE ONE WITH THE STATE AND ONE WITH THE COUNTY.
Please provide below and return with your documentation:
County: ;e(.HMt>~D aw-Jry
Tax 10 # SK,. 22- 0 4 2.. '"ttf
23
~
.
.
;:,
Agreement No. 1842
LESSEE INVOICE INFORMATION
Lessee Name:Augusta - Richmond County
Lena
Purchasing Contact First
J.
M.1.
Bonner
Last
706-821-1820
Phone Number
530 Greene Street, Room 806
Street Address and/or P.O. Box
Augusta
City
GA
State
30911
Zip Code
Billing Contact
Sherri
First
M.1.
Shelton
Last
706-821-1734
Phone Number
Fax Number
560-560-975-000
Purchase Order Number and/or Reference Number
Require Board Approval for Payments?:
Yes
No
x
Board Meeting Date:
Require Signed Vouchers for Payments?: Yes
(Send vouchers with documents if possible)
No
Additional Information Needed on Invoices:
24