The URL can be used to link to this page

Home My WebLink AboutKey Municipal Finance Augusta Richmond GA DOCUMENT NAME: K e.i M (AI,; c. ~ru \ ); ('lanCe DOCUMENT TYPE: be~'"Y\en.( YEAR: 0 L BOX NUMBER: \1 FILE NUMBER: [(0 J--l.l Co NUMBER OF PAGES: IS AUGUSTA-RICHMOND COUNTY COMMISSION JAMES B. WALL CITY A HORNEY LEE BEARD TOMMY BOYLES ULMER BRmGES ANDY CHEEK BOBBY G. HANKERSON WILLIAM B. KUHLKE, JR. \\'M. "\\'ILLlElI H. J\'IA \'5, III STEPHEN E. SHEPARD l\'lARION \VILLI/\MS BOB Y OlJNG Mayor P.O. Box2125 454 GREENE STREET AUGUSTA, GA 30903 Bus. (706) 821-2488 FAX No: (706) 722-5984 E-MAIL: JWALL@CO.RICHMOND.GA.US GEORGE R KOLll Administrator RICHARD L. COLCLOUGH Mayor Pro Tem September 19, 2002 Ms. Lena Bonner Clerk, Commission 8th Floor, City-County Bldg. Augusta, GA 30911 RE: Key Municipal Finance Paper handling Solutions Print Shop Our File No. AR-36-008-02 Dear Lena: I enclose herewith a complete copy of the executed contracts for the Lease/Purchase Agreement of the equipment for the Print Shop. Please include this in the City's permanent records. By carbon copy of this letter, I am forwarding copies to David Persaud and to Geri Sams for their records. With best personal regards, I am JBW/sjp Enclosure cc: Mr. David Persaud Ms. Geri Sams \_ ,I -i , AUGUSTA-RICHMOND COUNTY COMMISSION JAMES B. WALL CITY ATTORNEY LEE BEARD TOMMY BOYLES ULMER BRIDGES ANDY CHEEK BOBBY G. HANKERSON WILLIAM B. KUHLKE. JR. W~I. "WILLIE" H. ....IAYS. III STEPHEN E. SHEPARD MARION WILLIAMS B08 YOUNG Mayor P.O. Box 2] 25 454 GREENE STREET AUGUSTA, GA 30903 Bus. (706) 821-2488 FAX No: (706) 722-5984 E-MAIL: JWALL@CO.RICHMOND.GA.US GEORGE R. KOLB Administrator RICHARD L. COLCLOUGH Mayor Pro Tem August 2, 2002 Key Municipal Finance . A Division of Key Corporate Capital Inc. 1000 South McCaslin Boulevard Superior, CO 80027-9456 Augusta, Georgia 530 Greene St. Augusta, Ga 30911 RE: Agreement between Key Municipal Finance and Augusta, Georgia. Ladies and Gentlemen: We hcwe acted as special counsel to Augusta, Georgia ("Lessee"), in connection with the Tax-Exempt Lease/Purchase Agreement, and Property Schedule dated as of August 2, 2002, between Augusta, Georgia as Lessee, and Key Municipal Finance as Lessor, and any amendment or addendum thereto, if any (together, the "Agreement"). We have examined the law and such certified proceedings and other papers as we deem necessary to render this opinion. Based upon the foregoing, we are of the opinion that, under existing law: - 1. Lessee is a public body corporate and politic, duly organized and existing under the laws of the State, and has a substantial amount of one or more of the following sovereign powers: (a) the power to tax, (b) the power of eminent domain, and (c) the police power. 2. Lessee has all requisite power and authority to enter into the Agreement and to perform its obligations thereunder. 3. All proceedings of Lessee and its governing body relating to the authorization and approval of the Agreement, the execution thereof and the transactions contemplated thereby have been conducted in accordance with all applicable open meeting laws and all other applicable state and federal laws. ., " ;' 4. The Agreement has been duly executed and delivered by Lessee and constitute legal, valid and binding obligations of Lessee, enforceable against Lessee in accordance with the terms thereof, except insofar as the enforcement thereof may be limited by any applicable bankruptcy, insolvency, moratorium, reorganization or other laws of equitable principles of g.eneral application, or of application to municipalities or political subdivisions such as the Lessee, affecting remedies or creditors' rights generally, and to the exercise of judicial discretion in appropiiate cases. 5. As of the date hereof, based on such inquiry and investigation as we have deemed sufficient, no litigation is pending, (or,to our knowledge, threatened) against Lessee in any court (a) seeking to restrain or enjoin the delivery of the Agreement; (b) questioning the authority of Lessee to execute the Agreement, or the validity of the Agreement, or the payment of principal of or interest on, the Property Schedule; (c) questioning the constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Agreement; or (d) affecting the provisions madef@lr the payment of or security for the Agreement. This opinion may be relied upon by Lessor, its successors and assigns, and any other legal counsel who provides an opinion with respect to the Agreement and the property Schedule. J ~e;t!Pr/Jt~ ~ f J es B. Wall EXHIBIT B Certificate of Acceptance to Tax-Exempt Lease/Purchase Agreement. This Certificate of Acceptance is pursuant to Tax-Exempt Lease/Purchase Agreement dated as of 08/01/2002 and the related Property Schedule, between Lessor and Lessee. (the "Agreement"). . 1. Property Acceptance. Lessee hereby certifies and represents to Lessor that the Property referenced in the Agreement has been acquired, made, delivered, installed and accepted as of the date indicated below. Lessee has conducted such inspection and/or. testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. Lessee will immediately begin making Lease Payments in accordance with the times and amounts specified herein. LESSOR MAKES NO (AND SHALL NOr BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER,INCLUDING, WITHOUT LIMITATION, THE DESIGN, OPERATION ORCONDITION OF, OR THE QUALITY OF THE MATERIAL, EQUIPMENT OR WORKMANSHIP IN, THE PROPERTY, ITS MERCHANTABILITY OR ITS FITNESS FOR ANY. PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR OTHER DEFECTS (WHETHER OR NOT DISCOVERABLE), AND LESSOR HEREBY DISCLAIMS THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE' OF THIS AGREEMENT OR THE DATE OF DELIVERY, WHICHEVER IS LATER, AND ALL SUCH RISKS, IF ANY, ARE TO BE BORNE BY LESSEE. IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to be executed by their duly authorized representative. I Acceptance Date: ~J., J..."2- I I , Lessee: Augusta - Richmond County Name: ~" L I I Title: '-1 ~'1 ()1/ '- , . EXHIBIT B Certificate of Acceptance to Tax-Exempt Lease/Purchase Agreement This CertIfIcate of Acceptance is pursuant to Tax-Exempt Lease/Purchase Agreement dated as of <<MasterDate>> and the related Property Schedule, between Lessor and Lessee. (the nAgreement"). 1. ProDertv AcceDtance. Lessee hereby certifies and represents to Lessor that ttle Property referenced in the Agreement has been acquired, made, delivered, installed and accepted 8S of the date indicated below. Lessee has conducted such inspection andfor testing of the Property as it deems necessary and appropriate and hereby acknowledges that it accepts the Property for all purposes. Lessee will immediately begin making Lease Payments in accordance with the times and amounts specified herein. LESSOR MAKES NO (AND SHALL NOT BE DEEMED TO HAVE MADE ANY) WARRANTIES, EXPRESS OR IMPUED, f.S TO NN MATIER w-iATSOEVER, INCLUDING, 'MTHOUT LIMITATION. THE DESIGN, OPERATION OR CONDI1l0N OF, OR THE QUAUTY OF THE MATERIAL, EQUIPMENT OR 'NORKMANSHIP IN, THE PROPERTY, ITS MERCHANTAB/LllY OR ITS FITNESS FOR NN PARTICULAR PURPOSE, THE STATE OF TITLE THERETO OR ANY COMPONENT THEREOF, THE ABSENCE OF LATENT OR . OTHER DEFECTS ('MiETHER OR NOT DISCOVERABlE), AND LESSOR HEREBY DISClAIMS. THE SAME; IT BEING UNDERSTOOD THAT THE PROPERTY IS LEASED TO LESSEE "AS IS" ON THE DATE OF THIS AGREEMENT OR THE DATE OF DEUVERY, 'Mt/CH6VER IS LATER, AND ALL SUCH RISKS. IF ANY, ARE TO BE BORNE BY LESSEE. 2. Bank Quaification. lesse6.<J8signates this Property Schedule as a "qualified tax-exempt obligation" as defined in Seclion 265(b)(3)(B) of the Internal Revenue Code of 1986, as amended. Lessee reasonably anticipates issuing tax-exempt obligations (exduding'private activity bondaother than qualified 501(c)(3) bonds.and induding at tax-elCempt obligations of suborcinate entities of the Lessee) during' the Calendar year this Property Schedule was funded, in an amount not exceeding $10,000,000. lessee initial here, only if Bank Qualification is applicable. IN WITNESS WHEREOF, Lessee has caused this Certificate of Acceptance to be eXea.Jted by their duly authorized representative. I Acceptance Date: c:g - ~O - t> d.. Name: '730 ~ Title: /4r ~ i ; Information Return for Tax-Exempt Governmental Obligations ~ (Under Intemal Revenue Code section 149(e)) ~ See separate instructions. (Caution: If/he issue price is.under $100,000, use Fonn 8038-GC) If Amended Return, check here ~ 0 2 Issuer's employer Identification number 58-2204274 I Room/suite 4 Report number G2002- Of 6 Date of issue Form 8038-G (Rev. November ~OOO) Department of the Treasury Intemal R'evenue Service '1:F.Ii1_ Reporting Authority 1 Issuer's name Augusta - Richmond County 3 Number and street (or P. O. bOl< if mail is not delivered to stre'et address) Room 605 Purchasing Department City - Council Municipal Building 11 5 City, town, or post office, state, and ZIP code Augusta, GA 30911-3999 7 Name of issue Property Schedule No. 01 to Tax-Exempt Lease/Purchase.Agreement 9 Name and title of officer or legal representative whom the IRS may call for more information Geri A. Sams, . OMB No. 1545-0720 I 8 CUSIP number None , 110 Telephone number of officer or legal representative 706-821-2422 1:F.Ti1l. Type of Issue (check applicable box(es) and enter the issue price for each) See instructions and attach schedule 1'10 . Education....... ..,......................................................:............................................................... ........................... . . 120 Health and hospital ...................... ......................................................... ~......................................................... 130 Transportation ................................................................................................................................................. 140 Public Safety.............................,...........................:................................................................................... ....... 150 Environmental (including sewage bonds) ......................................................... ................... .....:.............. ......... 160 Housing ............. .........:......................................................................... ...............:........................................... 170 Utilities..... .................... .:........... .:.......................... ..................................................................:........................ 18~ Other. Describe (see instructions) ~ Pacer Handline Solutions. Inc. Ryobi 3302 Printina 19 If obligations are TANs or RANs, check box ~ 0 If obligations are BANs, check box ~ 0 20 If obligations are in the form of a lease or installment sale, check box ... . . . . . . . . . . . . . . . . . . . .. ~ 18I ~~ Description of Obligations (Complete for the entire issue for which this form is being fi!3d.) 11 12 13 14 15 16 17 18 $159,000 (a) Final maturity date (b) Issue price (c) Stated redemption (d) Weighted (e) Yield price at maturity average maturity 21 $159,000 N/A 5 years 6.032 1:P.Ii1." Uses of Proceeds of Bond Issue (including underwriters' disco'.mt) 22 Proceeds used for accrued iilteiest.................................................................................................................................. 23 Insue price of entire issue (enter amount line 21, column (b)) ..............................:.....................................................,:..... 24 Proceeds used for bond issuance costs (including underwriters' discount).............,............. I 24 25 Proceeds used for credit enhancement................................................................................. 25 26 Proceeds allocated to reasonably required reserve or replacement fund .............................. . 26 27 Proceeds used to currently refund prior issues .................................................................... 27 28 Proceeds used to advance refund prior issues ..................................................................... 28 29 (Total add lines 24 through 28) 30 Nonrefunding proceeds of the issue (subtract line 29 from line 23 and enter amount here)............................................... 1:F.Ii'" Description of Refunded Bonds (Complete this part only for refunding bonds.) 30 Enter the remaining weighted average maturity of the bonds to be currently refunded .............................................. ~ 31 Enter the remaining weighted average maturity of the bonds to be advance refunded .............:................................ ~ 32 Enter the last date on which the refunded bonds will be called ................................................................................. . 33 Enter the date(s) the refunded bonds were issued ~ 1:F.Ii.'J Miscellaneous N/A N/A years years 35 Enter the amount of the state volume cap allocated to the issue under section 141 (b){5)..................................................... 35. -0- 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions) 36a -0- b Enter the final maturity date of the guaranteed investment contract ~ ~~ 37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other govemmental units 37a -0- b If this issue is a loan made from the proceeds of another tax-exempt issue, check box 38 39 40 Please Sign Here For Paperwork Red JV7 a '1 0 i" , .. A~~-07-2002 11:11 P,02/02 f '..'~ reement. Dated 08/01/2002 Ace. d b Lessor. Key Municlpal Finance, a division of Key Corporate ~pital lne. 1000 Souttl McCaslin Blvd. Su rlor CO 80027 Name: Title: ~ Date: AGREEMENT: Lessor hereby leases to Leases and LeS$3e hereby rents from Lessor all the Property described in Property Schedule Incorporated herein by reference, upon lhe lenTIS and ccndilions set farth herein and as supplemented by the tenns and condlllons set form in the Property Scfledule. This Tax<xempt Lease I.Purchase Agreement tcgether with the Property Schedule shall be defined as tne Agreement. LEASE l1!RM: The Lease Term of 1he Property listed in the Ptt-9Grty Schedule shall commence upon the date of acceptance of the Property by Lessee ~ and continue for the time l)8riod set far1h In the Property Scheeule, This Agreement cannot be canceled or terminated by Lessee except as expressly provided herein. This Agreement Is a triple net lease. . . LEASE PAYMENTS: L.essee shall pay rent to Lessor for the Property in the amounts, and on the dates specified, In the Property Schedule. Lessor and L..essee Intend that the obflgatlon of Lessee to pay Lease Payments herelJnder shall not In any way be cons1Ned to be a debt of Lessee in contravention of any applicable constlcutlonal or statutory IimilaUons or requirements concemlng Ihe aeaUon at Indebtedness by Lessee, nor shall anything contained herein CIOnstitute a pledge of the general tall revenues, funds or monies of Lessee. NO OFFSET: SUBJECT TO THE RIGHT TO NO~PROPRIATE. THE OBLIGATIONS OF LESSEE TO PAY ll-iE LEASE PAYMENTS DUE UNDER THE PROPERlY SCHEDULE AND TO PERFORM AND; "OBSERVe THE OTHER COVENANTS AND AGREEMENTS CONTAINED IN THIS AGREEMENT SHALL BE ABSOLuTE AND UNCONDmONAl IN ALL eveNTS WITHOUT ABATEMENT, DIMINUTION, OEDUCTION, SET-OFF OR DEFENSE, FOR ~ REASON. INCLUDING WITHOUT UMITATION, ANY DEFECTS, MALFUNCTIONS, BREAKDOWNS OR INARMITIES IN TI-lE PROPERTY OR ANY ACCIDENT. CONDEMNATION OR UNFOOIESEEN CIRCUMSTANCES. THIS PROVISION SHALL NOT LIMIT LESSEE'S RIGHTS . OR ACTIONS AGAINST ANY VENDOR. Lessor acknowledgeS Lessee's status as exempt from taxes and other govemmental charges. However, should l.eaSee become subject to such tams and govemmental charges Lessee shall pay wilen due all lalIes and governmental charges assessed or !evled against or with respect to the Property LATE CHARGES: Should Lessee fail to duly pay any part of allY Lease Payment or other sum to ~~ paid to Lessor under this Agreement O~ tli.-: dale on which such amount Is due hereunder, Iher\ L.Bssee shall pay Iala charges on such deiln~uent pa~ent from 1he due date thereof until paid at ths rate of ~?% per annum or ltIe highest rate permltl8d by law, whlche\lf1rls less, . MAINTENANCE OF PROPERTY: At all timeS duri~ the Lesse Term, Lessee shall, at Lessee'f; (;';;n cost and ellP8nse. maIntain, preserve, and keep the Property In good woricing order, and condition. arid from tiTTle to time make or cause to be made all necessary and proper repairs, replacements. anI! renewal6 to the Property, ...mien shall beCCme paii of the Property. The Property Is and will ramaln personal property. . INSU&:1ANCE OF PROPERlY: All rtsk of 10$& to the Property shan be borne by the Lessee. At all times during the Lease Term, Lessee shal:, at Lessee's own CQGt and expense, cause casualty, public liabUlty, and property damage insurance to be carried and maintained (or shall provide Lessor with a cenlfleate stating that aclequate &eIf-lnsurance has been provided) with respect to the Property, suffident to pratect the full replacament value of the Property and to proced from liability In all events for which insurance 15 customarily available. Lessee shall fumlsh to Lessor certificates evidendng such coverage throughout !he Lease Term. Any Insurance policy to be carried and maintained pursuant to this Agreement shall be so written or endorsed as to make losses, If any, payable to Lessee and.'Le&6or as their respective Interesls may appear. . All suctlllabiliry Insurance shall name Lessor as an additional insured. Eaen Insumnce polley canied and maintained pursuant to this Agreement shall contain a provision to the effect that the Insurance CXlfYIpany shall not cancelltle poIi'Y or modifY it materially or adversely to the interest of the Lessor without first giving written notice thereof to Lessor at Iea&t 30 days In advance of such change of stalus. QUIET ENJOYMENT AHD l1!RMINAT1ON OF LESSOR'S INreREST: To secure Lessee's obllgallonS hereunder, La'SlIor lsgrantad a securlty.lnterest l~ Ihe Property, Indudln; substitutions, repairs, replaarmen18 and renewals, and the proceeds thereof, which Is a first rl8n thereon. Lessee hereby authorfas Les&or to file all finandng statements which Lesscr deems necessary or appropria18 to establish, maintain and perfect such security inleresL ProvIded there dces not elliat an Event of Default as dellned herein, the Lessee shall haw the right of quiet enjoyment 0' Ihe Property throughout the l.BaSe Term, If Lessee shall have performed all of lIB obIlgattons and no default snail have OCCUlTed and be continuing under this Agreement, and this Agreement shall not have been earlier termlnatad with I'98pect to the Propet1y, then, at the end of the Lease Term with respect to any item of Property, LesSar's interest in such PTqlerty st\aIl tenninate. . UnleS6 oltlenNlilerequlred by law, tiUe 10 the Property shall be in the name of Lessee, subject to Lea8OfsinuwesthentUnder, . TAX EXEMPTION: The pattieS contemplate that Interest. p..YBbleunder this Agreement will be WlCIuded from gross Incame for federal income tax pu~ under Seeden 103 of the Internal Revenue Code of 1986, a~ amended (lhe "Code"). The \ax~ll8mpt status of this Agreement provides the Inducement for the Lessor to offer financing at the Inl8f8St rale set forth herein, Therefore, should this Agreement be deemed by any taxing authority not to be Bll8mpt from taxation. lessee agrees that Ih8lnt8rest nll8 shall be adjusted, as of the date of loss of tax exempt/on, to an interest rate calculated to provide lef:sor or its assignee an after tall yield equivalent to the \ax exempt rate and L.essor shall notify Lessee of the raxable rats. Provided, however, !hat the provision of the preceding sentence shall apply only vpon annal delSrminatlon that the Interest payments ara not excludable from gross income under Section 103(8) of the Code. and shaJll'!~1 apply if the detBrmln~tion Is based upon the individual tax circ:umstances of the L8SS0r, or a finding that the party seeking to exclude such payme",s,~ gross fnccme Is not the owner and holder of the obligation under the Code, REPRESENTAT10NSAND WARRANl1ES Of LESSEE: lessee hereby represents and warrants to Lessor that (a) Lsssee 16 a Slate, possession of ltIe United States, the District of Columbia, or political subdivision thereof as defined in See1lon 103 of the Code and Treasury Regulallons and Rulings relalad lhef'etc. If Lessee is Incorporated, It is duly organlzad and existing under the ConstlllJllon and laws of Its jurisdldlan of Incorporation and will de 01' eau.se 10 be done all thlnge necasaary to pre&aMl aod. keep 9uch organization and existence in full force and effect. (b) Lessee has been duly autf\oriz8d by the Censtltution and laws of the applleab~ jurtadlclion and by a resolution ef its governing body (which resclullon, If requested by lessor, Is attached hentto), to execute and dellll8l' this Agreement and to carTY out Its obligatklns hereunder. (c) All legal requirements have been met, and Page 1 of 2 ~ . TnTl"Il c I':I~ i' procedures have been followed, including public bidding, in order to ensure the enforceability of this Agreement. (d) The Property will be used by Lessee only for essential governmental or proprietary functions of Lessee consistent with the scope of Lessee's authority and will not be used in a trade or business of any person or entity, by the federal govemment or for any personal, family or household use. Lessee's need for the Property is not expected to dimirfish during the term of the Agreement. (e) Lessee has funds available to pay Lease Payments until the end of its current appropriation period, and it intends to request funds to make Lease Payments in each appropriation period, from now uriiiltiie end of the term of this Agreement. (f) The Lessee shall comply at all times with all applicable requirements of the Code, including but not limited to the registration and reporting requirements of Section 149, to maintain the federal tax-exempt status of the Agreement. The Lessee shall maintain a system with respect to this Agreement, which tracks the name, and ownership interest of each assignee who has both the responsibility for administration of, and ownership interest in this Agreement. (g) Lessee's exact legal name is as set forth on the first page of this Agreement. Lessee will not change its legal name in any respect without giving thirty (30) days prior written notice to Lessor. INDEMNIFICATION OF LESSOR: To the extent permitted by law, Lessee shall indemnify and save Lessor harmless from and against all claims, losses, costs, expenses, liability and damages, arising out of (a) the use, maintenance, condition or management of, the Property by Lessee, (b) any breach or default on the part of Lessee in the performance of any of its obligations under this Agreement or any 'other agreement made and entered in connection with the lease of the Property, (c) any act of negligence of Lessee, or its successors or assigns, or any of its agents, contractors, servants, employees, or licensees with respect to the Property, (d) the acquisition, delivery, and acceptance of the Property, (e) the actions of any other party including, but not limited to, the ownership, operation, or use of the Property by Lessee, or (f) Lessor's exercise and performance of its powers and duties hereunder. No indemnification will be made for negligence or breach of duty under this Agreement by Lessor,its directors, officers, agents, employees, successors, or assignees. Lessee's obligations under this Section shall remain valid and binding notwithstanding termination or assignment of this Agreement NON-APPROPRIATION: If sufficient funds are not appropriated to make Lease Payments under this Agreement, this Agreement shall terminate and Lessee shall not be obligated to make Lease Payments under this Agreement beyond the then current fiscal year for which funds have been appropriated. . Upon such an event, Lessee shall, no later than the end. of the fiscal year for which Lease Payments have been appropriated, deliver possession of the Property to Lessor. If Lessee fails to deliver possession of the Property to Lessor, the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal to the portion of Lease Payments thereafter coming due that is attributable to the number of days after the termination during which the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver possession as required. Lessee shall notify Lessor in writing within seven (7) days after the failure of the Lessee to appropriate funds sufficient for the payment of the Lease Payments, but failure toprovide such notice shall not operate to extend the Lease Term or result in any liability to Lessee. . ASSIGNMENT BY LESSEE: Without Lessor's prior written consent, Lessee may not, by operation of law or otherwise, assign, transfer, pledge, hypothecate or otherwise dispose of the Property, this Agreement or any interest therein. . . ASSIGNMENT BY LESSOR: Lessor may assign, sell or encumber all or any part of this Agreement, the Lease.Payments and any other rights or interests of Lessor hereunder. Such assignees m~y include trust agents for the benefit of holders of certificates of participation. EVENTS OF DEFAULT: Lessee shall be in defaultund~r this Agreement upon the occurrence of any of the following events or conditions ("Events of Default"), unless such Event of Default shall have been specifically waived by Lessor in writing: (a) Default by Lessee in payment of any Lease Payment or any other indebtedness or obligation now or 'hereafter owed by Lessee to Lessor under this Agreement or in the performance of any obligation, covenant or liability contained in this Agreement imd ~;ie continuance of such default for ten (10) consecutive days after written notice thereof by Lessor to Lessee, or (b) any warranty, representatio"n or staltlment made or furnished to Lessor by or on behalf of Lessee proves to have been false in any material respect when made or furnished, or (c) actu'al or attempted sale, lease or encumbrance of any of the Property, or the making of any levy, seizure or attachment thereof or thereon, or (d) dissolution, termination of existence, discontinuance of the Lessee, insolvency, business failure, failure to pay dpbts as they mature, or appointment of a rec::.i\f~r of any part of the property of. or assignment for the benefit of creditors by the Lessee, or the commer..;ament of any proceedings under any bankruptcy, reorganization or arrangement laws by or against the Lessee. RE~[jIES OF LESSOR: Upon the occurrence of any Event of Default and at any time thereafter, . Lessor may, without any further notice, exercise one or mOod of the following remedies as Lessor in its sole discretion shall elect: (a) terminate the Agreemen~ and all of Lessee's rights hereunder as to any or all items of Property: (b) proceed by appropriate court action to personally, or by its agents, take possession from Lessee of any or all items of Property wherever found and for this purpose enter upon Lessee's premises where any item of Property is located and remove such item of Property free from all claims of any nature whatsoever by Lessee and Lessor may thereafter dispose of the Property; provided, however, that any proceeds from the disposition of the Properly in excess of the sum required to (i) pay to Lessor an amount equal to the total unpaid principal component of Lease Payments under the Properly Schedule, including principal component not otherwise due until future fiscal years, (ii) pay any other amounts then due' under the Properly Schedule and this Agreement, and (iii) pay Lessor's costs and expenses associated with the disposition of the Property and the Event of Default (including attorneys fees), shall be paid to Lessee or such other creditor of Lessee as may be entitled thereto, and further provided that no deficiency shall be allowed against Lessee; (c) proceed by appropriate court action or actions to enforce performance by Lessee of its obligations hereunder or to recover damages for the breach hereof or pursue any other remedy available to Lessor at law or in equity or otherwise; (d) declare all unpaid Lease Payments and other sums payable hereunder during the current fiscal year of the Lease Term to be immediately due and payable without any presentment, demand or protest and I or take any and all actions to which Lessor shall be entitled under applicable law. . 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. Lessee agrees to pay to Lessor or reimburse Lessor for, in addition to all other amounts due hereunder, 'all of Lessor's costs of collection, including reasonable attorney fees, whether or not suit or action is filed thereon. Lessee and Lessor hereby irrevocably waive all right to trial by jury in any action, proceeding or counterclaim (whether based on contract, tort or otherwise) arising out of or relating to this Agreement NOTICES: All notices, and other communications provided for herein shall be deemed given when delivered or mailed by certified mail, postage prepaid, addressed to Lessor or Lessee at their respective addresses set forth herein or such other addresses as either of the parties hereto may designate in writing to the other from time to time for such purpose. AMENDMENTS AND WAIVERS: This Agreement and the Property Schedule executed by Lessor and Lessee constitute the entire agreement between Lessor and Lessee with respect to the Property and this Agreement may not be amended except in writing signed by both parties. CONSTRUCTION: This Agreement shall be governed by and construed in accordance with the laws of the LeSsee's State. Titles of sections of this Agreement are for convenience only and shall not define or limit the terms or provisions hereof. Time is of the essence under this Agreement This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. This Agreement may be simultaneously executed in counterparts, each shall be an original with all being the same instrument. Page 2 of2 Property Schedule to Tax-Exempt Lease/Purchase Agreement This Property Schedule is entered into pursuant to Tax-Exempt Lease/Purchase Agreement dated as of 08/01/2002 between Lessor and Lessee. 1. Interoretation. The terms and conditions of the Tax-Exempt Lease/Purchase Agreement (the "Agreement") are incorporated herein. 2. Property Description. The Property subject to this Property Schedule is described in Exhibit A, attached hereto. 3. Term and Pavments. Lease Term and Lease Payments are per the table below. If the Payment Due Oates are not defined, they shall. be defined as the last day of each monthly period in the table below commencing with the Acceptance Date as stated in the Certificate of Acceptance, attached as Exhibit B, hereto. If the parties enter into an escrow agreement for the acquisition of the Property, then the escrow agreement shall be attached hereto as Exhibit D. In lieu of the Acceptance Date for commencement of Lease Payments, the date of deposit of the Property Cost into the escrow by Lessor shall be used. Lessee shall have the option to . prepay the Lease Payments due under this Property Schedule by paying the Concluding Balance shown in the table below, plus any other amounts due and owing at the time of prepayment, subject to per diem adjustment. 4. E iratio Lessor: at its sole determination, may choose not to accept this Property Schedule if the fully executed, original Agreement (includin this Property Schedule and all ancillary'documents) are not received by Lessor at its place of business by 09/15/2002. 5. Property Cost. The total acquisition coslof the Property is $159,000.00. 6. Opinion of Counsel. L.essee has provided the opinion of its legal counsel substantially in the form as attached as Exhibit C, hereto. Totals 159,000.00 184,578.39 159,000.00 25,578:39 0.00 Beginning Lease Concluding Pav# Balance Payment PrinciDal Interest Balance 1 159,000.00 3,076.31 2,277.02 799.28 161,424.67 2 156,722.98 3,076.31 2,288.47 787.84 159,067.54 3 154,434.51 3,076.31 2,299.97 . 776 33 156,698.57 4 152,134.54 3,076.31 2,311.53 764."17 154,317.69 5 149,823.00 3,076.31 2,323.15 753.15 151,924.84 6 147,499.85 3,076.31 2,334.83 741.47 149,519.96 7 145,165.01 3,076.31 2,346.57 7291.74 147,103.00 8 142,818.44 3,076.31 2,358.37 717.94 144,673.88 9 140,460.08 3,076.31 2,370.22 706.08 142,232.55 10 138,089.86 3,076.31 2,382.14 69~.17 139,778.95 11 135,707.72 3,076.31 2,394.11 (;132.20 137,313.02 12 133,313.61 3,076.31 2.406.15 670.16 134,834.69 13 130,907:46 3,076.31 2,418.24 . 658.06 132,343.90 14 128,489.~2 3,076.31 2,430.40 645.91 129,840.59 15 126,058.82 3,076.31 2,442.62 633.69 127,324.69 16 123,616.21 3,076.31 2,454.89 621.41 124,796.15 17 '121,161.31 3,076.31 2,467.24 609.07 122,254.90 18 118,694.08 3,076.31 2,479.64 596.67 119,700.87 Table continued through Payment No. 60 on Exhibit A IN WITNESS WHEREOF, Lessor and Lessee have caused this Property Schedule to be executed in their names by their duly authorized representatives. Lessor: Key Municip J Finance, a division of Key Cor orate J B: Name: Title: ,/ '. .' . f;jqr; f 020067 Paper Handling Solutions, Inc. 6904 North Main St.. Suite 105 Columbia. SC 29203 Phone: 803-714-0008 Fax: 803-7140016 Toll Free: 877.955-3770 '.Ii PHS Order Form L 2140 New Market Pkwy., Suite 118 Marietta, GA 30067 Phone: 77~955-3770 Fax: 770-955-374? " Cust. P/O: " . /-.,. __ Toll Free: 877-955-3770 . . . /LUJ /J. 1 ~ c #V9'4i- Ut(11(f~ . (::j{)y ) / A...,: . b:eR-I- 6itm.s - ~R.IlJ1~~"": Phone/Fax: 71J t - ?d.-J-.:1.1/ a~ -71)b-~)./&).? /1 Phone: Sales Rep: Sales Mgr: (legible initiels plesse) YES NO Ship To: 5fm6 #/i:!f;fJdfr, i : Quantity Serial Numbar 035Y3 Description Unit Price Total , 330L Warranty: 90 DayS labor & travel; manufactures warranty on parts unless noted: . V.code: V.code: V.code: V.code: V-COde: V-code: Sub-Total Freight Tax: ( %) Total Freight / Oelive~ InstnJeaons: ... Requested Delive~ Date: Actual Ship Date: TERMS DUE UPON COMPLETION I have the authority to order the above equipment and/or service and.do so order as outlined above. It is agreed that the seller will retain title to any equipment or material furnished until final and complete payment is made. and if settlement is . not made as agreed, the seller will be held harmless for damages resulting from the removal thereof. Above order has been completed and I acknowledge receipt of my copy. Authorized Signature: Printed Name: Date: Phone #: ... Document Automation for Modem Business... Computer To Plate . Offset Presses . FinishinQ/Binderv Eauioment . MRilinn ~".I'Imc: .. ..... . ... ,~~ o2oo~1 Paper Handling Solutions, Inc. Sales' Rep: Sales Mgr: [legible initiels please) 2140 New Market Pkwy.. Suite 118 Marietta. GA 30067 Phone: 77(}.955.3770 Fax: 770-955-3743 Toll Free: 877.955-3770 6904 North Main St., Suite 105 Columbia. SC 29203 Phone: 803-714-0008 Fax: 803-7140016 Toll Free: 877.955-3770 Buyer: Drop Ship: Ship To: YES NO r- 4c~~~kr71 70 b -. Ot . Phone/Fax: Unit Price Total lOt{) - 1000 - soD - SOD - 5ed-53 · /tI C. He Warranty: 90 Days labor & travel; manufactures warranty on parts unless noted: Sub-Total . .v-COde: V-Code: V-Code: V-Code: V-Code: V-Code: Freight Tax: ( %) Total Freight / Delivery Instr\lctions: Requested Delivery Date: Actual Ship Date: TERMS DUE UPON COMPLETION I have the authority to order the above equipment and/or service and do so order as outlined above. It is agreed that the seller will retain title to any equipment or material fumished until final and complete payment is made, and if settlement is . not made as agreed, the seller will be held harmless for damages resulting from the removal thereof. Above order has been completed and I acknowledge receipt of my copy. Authorized Signature: Printed Name: Date: Computer To Plate. Offset Presses. Rnishinn/Rinrf",,,,, ~nlli...",....... _ u_",__ ....._~ .t ... Document Automation for Modern Business... Phone #: . JUL-29-2002 02:59 ., ARC PURCHRSING Company . . Price : 4 Paper Handling $159,000 Other Features: Equipment Ryobi 3302 (Two Color Press) Ryobi 3300 (Single Color Press) Astro Feeder Eco 1630 11 Graphic '\N-lZaId SOOGE Rino Tuff 7700 with Ci3000 Insener Booklet Pro 8800 Book.1.et. Maker Model 88 TrimIiaer Triumpll14850 Cutter MBM 3525 Folder . 20 Bin Collator (two 10 bin towers) &anm::l~ and Software Punch Pin Bar Papa Handling Solmions . . · There is no cost :fur training which will be as often as needed · No cost for start up supplies and citemica1s · No cost. for Sc::amnaster or the computer software · Free ptmch bar that will register with the 1250 Mnltili1h press ,. ..,. P. 03/03 TOTAL P.03