HomeMy WebLinkAboutBSFS Equipment Leasing
Augusta Richmond GA
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DOCUMENT TYPE: 0.yY'~~ T
YEAR: )00G
BOX NUMBER: \
FILE NUMBER: 1 r:J- 70; (
NUMBER OF PAGES:
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OO~D Of COM~iISSIO'~t.. .
lBO}1.RD OF COMMISSIONERS
LARRY E. SCONYERS
Chairman
FREDDIE L. HANDY
Vice-Chairman
HENRY H, BRIGHAM
JERRY BRIGHAM
Wm, "WILLIE' H, MAYS, III
LEE NEEL, III
J. B, POWELL
MOSES TODD
Mrs. Linda W. Beazley
Suburban Administrator
City-County Building
Augustat GA 30911
Dear Linda:
ROOM 605. CITY.COUNTY MUNICIPAL BLOG, (11)
AUGUSTA, GEORGIA 30911
Bus, (706) 821-2400
Fax No, (706) 821.2819
February 28t 1996
LINDA W. BEAZLEY
County AdminiSlrator
WALTER S, HORNSBY, III
Ass!. County Adminislrator
JAMES B, WALL
County A"omey
Please place on the agenda to consider approval of Master
Lease Purchase Agreement with BSFS Equipment Leasing for 911
equipment.
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Yours very trulYt
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James B. Wall
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Lessee
Richmond County of Georgia
Billing Address
401 Walton Way
City
Augusta
Installation Site
City
911 4th Street
Augusta
Attention
State
Zip Code
GA
30911
State Zip Code
County
Richmond
30911
GA
TERMS AND CONDITIONS (Reverse side contains Tenns and Conditions which are also a part of this Agreement)
Agreement NoJSchedule No, Prlce Lease Rate Factor Payment Perlod
53655 / 53655 $238,499.00 [] Monthly 0 Other
Date of Schedule Tenn (months)
Lessee's Fiscal Perlod
2/27/96 60 .01933
Commitment Date Interim Rate Rent From
5/30/96 6.00% See Amortization Annex attached hereto To
The terms and conditions of the Master Lease/Purchase
Agreement by and between Lessor and Lessee as referenced
above are made a part of this Schedule, Lessor and Lessee
hereby agree to the terms defined above and further agree as set
forth herein,
1. I NTERIM FUNDING: Lessee delegates to Lessor, subject to
this Section, the obligation to pay to Supplier, pursuant to the
applicable Supplier Agreement, payments constituting the Price
notwithstanding the fact that such payments may be due prior to
the Commencement Date ("Interim Funding Advances"). All
Interim Funding Advances shall bear interest at an annual rate
equal to the Interim Rate set forth above or such lesser rate as
shall be the maximum rate permitted by applicable law ("Interim
Rate"), The periodic Rent shall be increased as a result of adding
to the Price of the System an amount equal to the interest accrued
on all Interim Funding Advances from the date of each advance
until the Commencement Date,
2. ACCEPTANCE: Lessee agrees to accept the System for
purposes of this Lease by signing the Acceptance Certificate within
thirty (30) days after the cutover of the System pursuant to the
Supplier Agreement ("Cut Over Date"). If Lessee fails or refuses to
sign the Acceptance Certificate within thirty (30) days after the Cut
Over Date, Lessor may declare Lessee's assignments and the
delegation set forth in Section 1 of the Agreement and Section 1 of
this Schedule to be null and void ab initio and thereupon the Lease
shall terminate, Lessor shall then have no obligations under the
Lease and Lessee shall. on demand, immediately pay to Lessor all
Interim Funding Advances, plus Lessor's out-of-pocket expenses
and all accrued interest on such Interim Funding Advances at the
Interim Rate from the date of Lessor's payment to the Supplier to
the date all sums due from Lessee to Lessor under the Lease are
paid in full.
3. MAINTENANCE, USE, AND OPERATION: At all times during
the Term, at its sole cost and expense, Lessee shall maintain the
System in good repair, condition and working order, ordinary wear
and tear excepted, Lessee shall use the System and all parts
thereof for its designated purpose and in compliance with all
applicable laws as well as keep the System in its possession and
control and not permit such System to be moved from the
Installation Site without Lessor's prior written consent.
4. PERSONAL PROPERTY: The System is, and shall at all times
remain, personal property even if the Equipment is affixed or
attached to real property or any improvements thereon, At Lessor's
request, Lessee shall at no charge promptly affix to the System any
tags, decals, or plates furnished by Lessor indicating Lessor's
interest in the System and Lessee shall not permit their removal or
concealment. At Lessee's expense, Lessee shall (a) at all times
keep the System free and clear of all liens and encumbrances,
except those arising through the actions of Lessor, and (b)
otherwise cooperate to defend Lessor's interest in the System and
to maintain the status of the System and all parts thereof as
personal property, If requested by Lessor, Lessee will, at Lessee's
A complete description of the System ;s set forth on the Equipment and Software Usting attached hereto
BSFS EQUIPMENT LEASING
A Division of General Electric Capital Corporation
BY
Authorized ReptWsental1Ve
PRINT NAME
TITLE
DATE
BY
! RICHMOND
I
PRINT NAME t ,-
TITLE
MAYOR
3-,4-96
-.
DATE
.::........-'"
exoense, furnish a waiver of any interest in the System from any
. party having an interest in any such real estate or building in which
the System is located, Lessor may inspect the System and any
related maintenance records at any time during normal business
hours of Lessee,
5. SECURITY INTEREST; TITLE: Upon the Commencement
Date, legal title to the Equipment shall vest in Lessee subject to
Lessor's rights hereunder; provided that title shall thereafter
immediately and without any action by Lessee revest in Lessor, and
Lessee shall immediately surrender possession of the System to
Lessor, upon the occurrence of an Event of Default. Lessee shall
execute any such instruments as Lessor may request to evidence
such transfer. To secure Lessee's obligations under this Lease,
Lessee hereby grants to Lessor a first and prior security interest in
any and all right, title and interest of Lessee in the System which
includes all additions, attachments, accessions, and leased
Modifications and Additions (as defined in Section 6 below) thereto
and replacements therefore and proceeds thereof, Lessee shall
have no right, title or interest therein other than possession and use
as a lessee and non-exclusive sublicensee.
6. MODIFICATIONS; ADDITIONS; ALTERATIONS: After the
Commencement Date of this Lease and without notice to Lessor,
Lessee may, at Lessee's expense, alter or modify any item of
Equipment with an upgrade, accessory or any other equipment
which meets the specifications of the manufacturer of the System for
use on or in connection with the System ("Modification") or with
Software or other associated items or materials which meet the
specifications of the manufacturer of the System and are to be used
on or in connection with the System ("Addition"), Any other
modification or addition ("Alteration") shall be permitted only upon
written notice to Lessor and at Lessee's expense and risk, and any
such Alteration shall be removed and the Equipment restored to its
normal, unaltered condition at Lessee's expense prior to its return to
Lessor, If not removed upon return of the System, any Modification
or Addition shall become, without charge, the property of Lessor free
and clear of all encumbrances, Restoration will include replacement
of any parts removed in connection with the installation of an
Alteration, Modification or Addition, Any Equipment or Software
installed in connection with warranty or maintenance service or
manufacturer's upgrades provided at no charge to Lessee shall be
subject to this Lease,
7. lEASES FOR MODIFICATIONS AND ADDITIONS: During the
Term of this Lease, at Lessee's request, Lessor may elect to lease
to Lessee Modifications and Additions ("CSO Equipment") subject
to the terms of this Lease, While the CSO Equipment shall be
added to and become a part of this Lease as of the CSO
Commencement Date (as defined below), the CSO Lease
Addendum shall be assigned a separate Schedule number. The
lease for CSO Equipment shall expire at the same time as this
Lease. The applicable Lease Rate Factor shall be Lessor's
then-current Lease Rate Factor for similar transactions based upon
the remaining length of the Term, The rent for CSO Equipment shall
be determined by Lessor who shall adjust the amount of the Rent
set forth above and notify Lessee in writing of such adjustments
which shall be effective as of the first day of the month following the
date of the notice (or the date of the notice if such date is the first
day of the month) ("CSO Commencement Date"), Any adjustment
notice shall be added to and become a part of this Lease,
CSO Equipment must be ordered by Lessee from the Supplier. On
the date any CSO Equipment is delivered to Lessee, Supplier shall
pass title to such CSO Equipment (other than any Software which
shall be licensed and/or sublicensed) directly to Lessor, Such title
shall be good and marketable and free and clear of any and all liens
and encumbrances of any nature whatsoever. Lessor shall
promptly pay to Supplier the appropriate price of the CSO
Equipment after the later of (i) the date the CSO Equipment is
installed and functioning, or (ii) Lessor's receipt of a full and
complete listing of the CSO Equipment and the Supplier's invoice,
No interest shall be payable by Lessor to Supplier with respect to
such payment. Lessor's agreement to lease any CSO Equipment is
subject to the condition that the Price payable to Supplier with
respect thereto shall not exceed $100,000,00 or be less than
$1,000,00 and is subject to satisfactory credit review by Lessor of
Lessee's credit,
8. RETURN OF SYSTEM: (a) Upon any termination of this Lease
pursuant to the terms hereof prior to the end of the Term or, (b) at
Lessor's request upon the occurrence of an Event of Default,
Lessee shall, at its own risk and sole expense, immediately return
the System to Lessor by properly removing, disassembling and
packing it for shipment, loading it on board a carrier acceptable to
Lessor, and shipping the same to a destination in the continental
United States specified by Lessor, freight and insurance prepaid.
The returned System shall be in the same condition and operating
order as existed when received, ordinary wear and tear excepted, If
Lessee does not immediately return the System to Lessor as
required herein, Lessee shall pay to Lessor, upon demand, an
amount equal to the then current Rent prorated on a daily basis for
each day from and including the termination or expiration date of the
Lease through and including the day Lessee ships the System to
Lessor in accordance with this Section, Lessee shall pay to Lessor,
upon written demand, any amount necessary to place the System in
good repair, condition and working order, ordinary wear and tear
excepted,
9. PURCHASE OPTION: Provided that there is no Event of
Default, or an event which with notice or lapse of time, or both, could
become an Event of Default, then existing and continuing, upon
payment by Lessee of the Purchase Price (as set forth in the
Amortization Annex) at the end of the Term hereof, Lessor shall
transfer, assign, and convey its interest in the Equipment to Lessee,
and Lessor shall assign any nonexclusive sublicense to Lessee to
use the Software, Lessee also shall be responsible for the payment
of all sales taxes, transfer fees and other similar charges, if any,
which may arise in connection with Lessee's payment of the
Purchase Price, Upon satisfaction by Lessee of such purchase
conditions, Lessor's sole and exclusive obligations after payment of
the Purchase Price shall be to deliver to Lessee any and all right,
title and interest it may have in and to such Equipment, such as
Lessor shall have received from the Supplier. warranted only to be
free and clear of all liens, encumbrances, rights, title and interests of
others arising solely out of Lessor's actions, to release Lessor's
security interests in the Equipment and to assign to Lessee a
non-exclusive Software sublicense as described in the Supplier
Agreement. Lessee purchases the Equipment and receives the
sublicense to use the Software AS-IS, WHERE-IS, WITH All
FAULTS AND SUBJECT TO THE SAME DISCLAIMERS OF
WARRANTIES AND DAMAGES AS SET FORTH IN SECTION 10
OF THE AGREEMENT.
BSFS TE MLPA SCHED 1/95
~.""4.__'LII_-
Lessee
Agreement NoJSchedltle No.
Richmond County of Georgia 53655'/ 53655
CERTIFICATE OF RESOLUTIONS
I, :,/ Lena J. Bonner , do hereby certify that I am the duly elected or appointed, qualified, and acting
Secretary/Clerk of the Richmond County of Georgia , a body corporate and
politic and a political subdivision duly organized and existing under the laws of the State of ./ Georgia
("Lessee"), and that the following resolutions have been presented to and duly adopted by the Lessee at a meeting
convened in accordance with applicable law on the ,/ 4ttday of ,/' March , 19....-'96 and that the following
resolutions are in full force and effect on the date hereof:
WHEREAS, the governing body of the Lessee has determined that a true and very real need exists for the acquisition
of the equipment and associated software licenses (collectively, "System") described in the Master Lease/Purchase
Agreement and related Equipment Schedules thereto, as each may have been amended (collectively, "Lease") and as
described in the contract of purchase ("Supplier Agreement") between the Lessee and"'/ BSFS EQ.uipment
./ Leasing ("Supplier"); and
WHEREAS, the Lessee has taken the necessary steps, including any legal bidding requirements, if applicable, to
arrange for the acquisition of such System,
NOW, THEREFORE, BE IT RESOLVED, by the governing body of Lessee that the terms of the Supplier Agreement
and the Lease are in the best interests of Lessee for the acquisition of such System and are approved, and the governing
body of Lessee designates and confirms that any of the following persons may execute and deliver the Supplier
Agreement and the Lease and any related documents necessary or expedient to the consummation of the transactions
contemplated by the Supplier Agreement and the Lease, together with any amendments thereto, their execution to be
conclusive e id~ of Less's proval of such amendment(s),
,...
Title
Mayor
~
Title
Title
RESOLVED, that pursuant to section 265(b)(3)(B)(ii) of the Internal Revenue Code of 1986, as amended ("Code"), the
Lessee (if Lessee issues less than $10,000,000 in tax-exempt obligation in this calendar year) hereby specifically
designates the Lease as a "qualified tax-exempt obligation" for purposes of Section 265{b)(3) of the Code included within
the $10,000,000 limitation of Section 265(b)(3)(D) of the Code,
RESOLVED, the above-referenced officers of the Lessee are hereby authorized to do any and all such acts and to
execute all documents and instruments 3S may, in their discretion, be necessary or desirable to implement or comply with
the intent of this Resolution,
IN WITNESS WHEREOF, I have duly executed this certificate as the Secretary/Clerk and affixed the seal of the Lessee
hereto, if applicable, this ./4thday of / >larch By '_~~ /. () _if' ~ r
( SEA L ) Print Name 'L. ~ Bonner
Date ,/
March 4. 1990
BSFS TE MLPA CERTRESOL 1/95
~. PLeASE NOTE:
The Officer who will execute the lease documents must sign in the body of the Certificate.
The Secretary/Clerk certifying to that signature must complete the remaining information (by the red
checks) and sign at the bottom of the Certificate,
BSFS TIE MLPA CER1RESOL 1/95
Lessee Agreement No/Schedula No..
Richmond County of Georgia
53655' / 53655
CERTIFICATE OF INCUMBENCY
I 1,// Lena J. Bonner , do hereby certify that I am the duly elected or appointed, qualified,
~nd acting Secretary/Clerk of Richmond County of Georgia , a body corporate and politic and a
political subdivision duly organized and existing under the laws of the State of .~Ge()r~i::l ("Lessee"), and I
do further certify that the persons whose names, titles, and signatures appear below are the duly elected or appointed,
qualified, and acting officers of said Lessee and hold on the date of this Certificate the offices set forth opposite their
respective names, and that the signatures appearing opposite their respective names are the genuine signatures of
such officers,
Larrv E
Sconyers
Mayor/Chairman
~IL~
'--
Name of Officer
Title of Officer
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Lessee this .-" 4th day of
_,' March ,19.......-'96
[SEAL]
/~v!t/~
Secretary/Clerk
./' Lena J. Bonner
Print Name
aSFS TE MLPA INCUM CERT 1/95
^
. PLEASE NOTE:
.. ... ... ..
The Officer who will execute the ease documents must sign in the body of the Certificate.
The Secretary/Clerk certifying to that signature must complete the remaining information (by the red
checks) and sign at the bottom of the Certificate,
BSFS MLPA INCUM CERT 1195
Lessee Agreement NoJSchedlile No.
Richmond County of Georgia
53655'/ 53655
"
With respect to the Equipment Schedule to the Agreement both referenced above, Lessor and Lessee agree
that the following Equipment and Software are subject to the Lease.
I
3
3
I
ANI/ALl System Software
Remote Diagnostics
COM Redundancy II
CAD Computer Interface
Shelf with KSI
7 Ft Cabinet (2 or 3 shelf system)
Primary Cabinet Intershelf Cable Kit
AC/DC Module
SIG Module with Ringing and Lamping Generator
COM Module
NIM Module - 2 CLlC (Tandem transfers)
MCM/SIO Module: 12RS422
EL Display - Desktop
Serial Module - Desktop
Position Controller
Interconnect Pancl- 4x60
CC Dela}' Chain I(it (square system)
Coutrol Mudule wlR Wirc .Iack - Desktup
Line/Lamp Conet'lItratnr
Caller I.(), Module
IAI' Eugrllvcd Culnr Leus
Rnllery BadwJI (I 8.n ^ H)
Batlc.'y Mnnitor Box
Redundant I'rJWlT SU(lpl!'
AC/DC Module
SIG Module with Rinl.:ing nnd Lamping Gcuerator
COM Module
NIM Module - 2 CLlC (Tandcllllransfers)
MCM/SIO Module: 12RS422
EL Displll)' - Desktop
Serial Module - Desktop
Interconnect Panel - 4x611
Control Module w/8 Wire Jack - Desktop
Line/Lamp Concentrator
Redundant Power Supply-Spare Module Kit
E 9-1-1 trunk circuits
'IAP Plus Workstations wlEL Displays - 30-button Desktop units
7 foot cabinets
External Redundant Power Supply for lAP I'lus ellUiplllcUt
Full Controller Redundancy, CAD Interface Software, Remote Diagnostic Software
and four (4) hour battery backup.
Caller to on up to eight (8) Administrative lines
A2 KSU Equipment (line cards and power supply)
50 pin punch block per thirty (30) line buttons
25 pair amphenol cable per thirty (30) line buttons
25 pair amphenol cable per console
1
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1
1
3
2
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6
2
6
15
6
14
14
I
4
13
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14
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420
3
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2
2
2
3
2
3
3
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"
BSFS TE IrILPA EQPt.STVA 1~~
Lessee . Agreement N~JSchedul. No,
Richmond County of Georgia - 53655 / 53655
~ Rent Payment Principal Interest Purchase
Number Rent Component Component Price
1 $4,610.19 $3,418.88 $1,191.31 $239,781.72
2 $4,610.19 $3,435,96 $1,174.23 $236,277.04
3 $4,610.19 $3,453.12 $1,157.07 $232,754.85
4 $4,610.19 $3,470.37 $1,139.82 $229,215.07
5 $4,610.19 $3,487.71 $1,122.48 $225,657.61
6 $4,610.19 ,. $3,505.13 $1,105.06 $222,082.37
7 $4,610.19 $3,522.64 $1,087.55 $218,489.29
8 $4,610.19 $3,540.:23 $1,069.96 $214,878.25
9 $4,610.19 $3,557.92 $1,052.27 $211,249.17
10 $4,610.19 $3,575,69 $1,034.50 $207,601.97
11 $4,610.19 $3,593.55 $1,016.64 $203,936.55
12 $4,610.19 $3,611.50 $998.69 $200,252.82
13 $4,610.19 $3,629.54 $980.65 $196,550.70
14 $4,610.19 $3,647.67 $962.52 $192,830.07
15 $4,610.19 $3,665.89 $944.30 $189,090.87
16 $4,610.19 $3,684.20 $925.99 $185,332.99
17 $4,610.19 $3,702.60 $907.59 $181,556.33
18 $4,610.19 $3,721.10 $889.09 $177,760.81
19 $4,610.19 $3,739.68 $870.51 $173,946.34
20 $4,610.19 $3,758.36 $851.83 $170,112.81
21 $4,610.19 $3,777.14 $833.05 $166,260.13
22 $4,610.19 $3,796.00 $814.19 $162,388.21
23 $4,610.19 $3,814.96 $795.23 $158,496.94
24 $4,610.19 $3,834.02 $776.17 $154,586.25
25 $4,610.19 $3,853.17 $757.02 $150,656.01
26 $4,610.19 $3,872.42 $737.77 $146,706.15
27 $4,610.19 $3,891.76 $718.43 $142,736.55
28 $4,610.19 $3,911,20 $698.99 $138,747.13
29 $4,610.19 $3,930.74 $679.45 $134,737.78
30 $4,610.19 $3,950,37 $659,82 $130,708.40
31 $4,610.19 $3,970,10 $640.09 $126,658.90
32 $4,610.19 $3,989,93 $620,26 $122,589.17
33 $4,610.19 $4,009.86 $600.33 $118,499,11
34 $4,610.19 $4,029,89 $580.30 $114,388.62
35 $4,610.19 $4,050.02 $560,17 $110,257.60
36 $4,610.19 $4,070,25 $539,94 $106,105,94
37 $4,610.19 $4,090.58 $519,61 $101.<-~J3,S::;
38 $4,610,19 $4,111.01 $499,18 $97,740,31
39 $1\,610,19 $4,131,55 $478,64 $93,526.13
40 $4,610,19 $4,152,19 $458,00 $89,290,90
41 $4,610,19 $4,172,93 $437,26 $85,034.52
42 $4.610,19 $4,193.77 $416.42 $80.756,87
43 $4,610,19 $4.?14,72 $3n5.4 7 $76,457,86
44 $4,610,19 $4.235.77 $374.42 $72,137,37
45 $4,610,19 $4,256.93 $353,26 $67,795.31
46 $4,610,19 $4,278,19 $332.00 $63,431,55
47 $4,610.19 $4,299,56 $310,63 $59,046,00
48 $4,610,19 $4,321,04 $289,15 $54,638.54 I
BSFS TE MLPA AMORT ANNEX 119.5
Lessee . AlIreementWoJSchedul. No.
Richmond County of Georgia . ~3655 / 53655
.. Rent Payment Principal Interest Purchase
Number Rent Component Component Price
49 $4,610.19 $4,342.62 $267,57 $50,209.07
50 $4,610.19 $4,364.31 $245,88 $45,757.47
51 $4.610,19 $4,386.11 $224.08 $41,283.63
52 $4,610.19 $4,408,02 $202.17 $36,787.45
53 $4,610.19 $4,430.04 $180.15 $32,268.81
54 $4,610.19 $4,452.17 $158,02 $27,727.60
55 $4,610.19 $4,474.41 $135.78 $73 1 R::l, 71
56 $4,610,19 $4,496,76 $113.43 $18.577.02
b7 $4,610,1~ $4,519,22 $90,97 $13,967,41
58 $4.610,19 $4,541.79 $68.40 $9,334.79
59 $4,610.19 $4,564.48 $45,71 $4,679,02
60 $4,610,19 $4,587.28 $22.91 $0,00
II,
BSFS TE MLPA AMORT ANNEX '~5