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HomeMy WebLinkAboutLease - Purchase Agreement Augusta Richmond GA DOCUMENT NAME: lm'S(:.- \/uxchcr:.e A5yeehleYl1- DOCUMENT TYPE: ~~ YEAR: 'LJ)OL\ BOX NUMBER: ~I FILE NUMBER: liLJl NUMBER OF PAGES: Ll LESSEE: City of Augusta 530 Greene Street, Rm 105 Augusta, GA 30911 LESSOR: Leasing 2, Inc. 1720 West Cass Street Tampa, FL 33606-1230 ~~ Co~ '1l \< ., -ef ret\J l>tm ~€ 3lD P'lDNT1-1 , LEASE-PURCHASE AGREEMENT Dated as of April 1 , 2004 This Lease-Purchase Agreement (the 'Agreement") dated as of April 1, 2004 by and between Leasing 2, Inc. iLessor"), and City of Augusta ('Lessee"), a body corporate and politic c organized and existing under the laws of the State of Georgia iState"). WITNESSETH: WHEREAS, Lessor desires to lease the Equipment, as hereinafter defined, to Lessee, and Lessee desires to lease the Equipment from Lessor, subject to the terms and conditions of ; for the purposes set forth in this Agreement; and WHEREAS, Lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein; NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows: ARTICLE I COVENANTS OF LESSEE Section 1.01 Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as follows: (a) Lessee is a public body, corporate and politic, duly organized and existing under the Constitution and laws of the State. (b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body, corporate and politic. (c) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby, and to perform all of its obligations hereunde (d) Lessee has been duly authorized to execute and deliver this Agreement under the terms and provisions of the resolution of its governing body, attached hereto as Exhibit A, or by 01 appropriate official approval, and further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to ensure the enforceability of Agreement, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment hereunder. Les: shall cause to be executed an opinion of its counsel substantially in the form attached hereto as Exhibit B. (e) During the term of this Agreement, the Equipment will be used by Lessee only for the purpose of performing one or more essential govemmental or proprietary functions of Les consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the Lessee. (f) During the period this Agreement is in force, Lessee will annually provide Lessor with such current financial statements, budgets, proof of appropriation for ensuing fiscal year or s other financial information relating to the decision of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee. (g) The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the Original Term and all Renewal Terms. (h) The Equipment is, and during the period this Agreement is in force will remain, personal property and when subjected to use by the Lessee under this Agreement, will not be or becc fixtures. ARTICLE II DEFINITIONS Section 201 The following terms will have the meanings indicated below unless the context clearly requires otherwise: 'Agreement" means this Lease-Purchase Agreement, including the Exhibits attached hereto, as the same may be supplemented or amended from time to time in accordance with the tel hereof. "Commencement Date" is the date when the term of this Agreement begins and Lessee's obligation to pay rent accrues, which shall be the commencement date shown on the Exhib Payment Schedule. "Equipment" means the property desaibed in Exhibit 0 and which is the subject of this Agreement. "Lease Term" means the Original Term and all Renewal Terms provided for in this Agreement under Section 4.01. "Lessee" means the entity which is described in the first paragraph of this Agreement and which is leasing the Equipment from Lessor under the provisions of this Agreement. "Lessor" means (i) Leasing 2, Inc., acting as Lessor hereunder; (ii) any surviving resulting or transferee corporation; and (iii) except where the context requires otherwise, any assigne, of Lessor. 'Original Term' means the period from the Commencement Date until the end of the fiscal year of Lessee in effect at the Commencement Date. "Purchase Price' means the amount indicated with respect to any date after payment of all Rental Payments (defined below) due through such date, all as set forth in Exhibit E heretc Supplemental Exhibit E hereto, as the case may be. "Renewal Terms' means the automatic renewal terms of this Agreement as provided for in Article IV of this Agreement, each having a duration of one year and a term co-extensive with Lessee's fiscal year, except the last of such automatic renewal terms which shall end on the due date of the last Rental Payment set forth in Exhibit E to this Agreement. "Rental Payments" means the basic rental payments payable by Lessee pursuant to the provisions of this Agreement during the Lease Term, payable in consideration of the right of Les to use the Equipment during the then current portion of the Lease Term. Rental Payments shall be payable by Lessee to the Lessor or its assignee in the amounts and at the times du the Lease Term, as set forth in Exhibit E of this Agreement. "Vendor" means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or is purchasing the Equipment. ARTICLE III LEASE OF EQUIPMENT Section 3,01 Lessor hereby demises, leases and lets to Lessee, and Lessee rents, leases and hires from Lessor, the Equipment, in accordance with the provisions of this Agreemen. have and to hold for the Lease Term. ARTICLE IV LEASE TERM Section 4.01 Commencement of Lease Term. The Original Term of this Agreement shall commence on the Commencement Date as indicated by the date of the Agreement and s terminate on the last day of Lessee's current fiscal year. Lessee may renew this Agreement beyond the expiration of the Original Term, or beyond the expiration of any subseql Renewal Term, up to the number of additional fiscal years provided in Schedule E of this Agreement by appropriating sufficient funds to make scheduled Rental Payments for the enSl fiscal year (each a 'Renewal Term"). Terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Re Payments shall be as provided in Exhibit E of this Agreement. Section 402. Termination of Lease Term. The Lease Term will terminate upon the earliest of any of the following events: (a) The expiration of the Original Term or any Renewal Term of this Agreement and the non-renewal of this Agreement in the event of non-appropriation of funds pursuant to Section 6.C (b) The exercise by Lessee of the option to purchase the Equipment before expiration of this Agreement granted under the provisions of Articles IX or XI of this Agreement; (e) A default by Lessee and Lessor's election to terminate this Agreement under Article XIII; or (d) Payment by Lessee of all Rental Payments authorized or required to be paid by Lessee hereunder. Section 4.03 Return of Eouioment on Termination. Upon expiration or earlier termination of the Original Term or any Renewal Term under any provision of this Agreement at a time w Lessee does not exercise its option to purchase the Equipment granted under the provisions of Articles IX or XI of this Agreement, Lessee hereby agrees to deliver the Equipment to Le~ packaged or otherwise prepared in a manner suitable for shipment by truck or rail common carrier to a location specified by Lessor. All expenses resulting from the return of Equipmen Termination will be bome by Lessee. ARTICLE V ENJOYMENT OF EQUIPMENT Section 5.01 Lessor hereby covenants 10 provide Lessee during the Lease Term with quiet use and enjoyment of the Equipment, and Lessee shall during the Lease Term peaceably quietly have and hold and enjoy the Equipment, without suit, trouble or hindrance from Lessor. except as expressly set forth in this Agreement. Lessor shall have the right at all reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. ARTICLE VI RENTAL PAYMENTS Section 6.01 Rental Pavrnents to Constitute a Current Exoense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments hereur shall constitute a current expense of Lessee payable out of its available non-ad valorem revenues and shall not in any way be construed to be a debt of Lessee in contravention of 'applicable constitutional or statutory limitations or require")ents conceming the creation of indebtedness by Lessee. Nothing contained herein shall constitute a pledge of the Lesse general tax revenues, funds or momes. ' I Section 602 Pavment of Rental Pavments. During the Original Term and during each Renewal Term elected by tessee, Lessee shall pay Rental Payments, exdusively from leg, available funds, in lawful money of the United States of America to Lessor or, in the event of assignment by Lessor, to its assignee, in the amounts and on the dates set forth in Exhibi hereto. Rental Payments shall be in consideration for Lessee's use of the Equipment during the applicable year in which such payments are due. Section 6.03, Interest and Princioal Components. A portion of each Lease Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is p' as, and represents payment of principal. Exhibit E hereto sets forth the interest component and the principal component of each Rental Payment during the Lease Term. Section 6.04. Additional Interest in the Event the Interest is Taxable. Lessee acknowledges that Lessor's yield with respect to this Agreement is dependent upon the full amount of eG lease rental payment being exduded from Lessor's income pursuant to Section 103(a) of the United States Internal Revenue Code of 1986 as amended (the .Code.). Accordingly, if at G time, as a result of a determination that Lessee has breached a representation or covenant contained herein, or as a result of any change in the Code, any payment of either the inter< component or the principal component of any Rental Payment is, in the opinion of counsel for the Lessor, subject to or affected by any income, preference, excess profits, minimum or otl federal tax, Lessee shall pay. as additional interest, an amount which is necessary to provide to Lessor the same net income as Lessor would have received but for such event. Lesse calculations of such additional Interest shall be binding upon Lessee In the absence of manifest error. Section 6.05. Rental Pavments to be Unconditional. During the Original Term and during each Renewal Term elected by Lessee, the obligations of Lessee to make payment of the Ren Payments required under this Artide VI and other sections hereof and to perform and observe the covenants and agreements contained herein shall be absolute and unconditional in events, except as expressly provided under this Agreement. Notwithstanding any dispute between Lessee and Lessor, any Vendor or any other person, Lessee agrees to pay all Ren Payments when due and shall not withhold any Rental Payments pending final resolution of such dispute, nor shall Lessee assert any right of set-off or counterdaim against its obligation make such payments when required under this Agreement. Lessee's obligation to make Rental Payments during the Original Term or the then current Renewal Term elected by Less shall not be abated through accident or unforeseen circumstances. Section 6.06 Continuation of Lease Term bv Lessee. Lessee intends, subject to the provisions of Section 6.07, to continue the Lease Term through the Original Term and all the Ren Payments hereunder. Lessee reasonably believes that legally available funds from non-ad valorem tax sources in an amount sufficient to make all Rental Payments during the Origil Term and each of the Renewal Terms can be obtained. Lessee further intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments rT be made, induding making provision for such payments to the extent necessary in each annual budget submitted and adopted in accordance with applicable provisions of state law, to ha such portion of the budget approved, and to exhaust all available reviews and appeals in the event such portion of the budget is not approved. Section 6.07. Termination bv Nonaoorooriation. In the event Lessee does not appropriate sufficient funds for the payment of the Rental Payments scheduled to be paid in the n, occurring Renewal Term, and if Lessee has no funds legally available for Rental Payments from other sources, then Lessee may terminate this Agreement at the end of the then cum Original Term or Renewal Term, and Lessee shall not be obligated to make payment of the Rental Payments provided for in this Agreement beyond the end of the then CUrTent Original Renewal Term. Lessee agrees to deliver notice to Lessor of such termination at least 90 days prior to the end of the then CUrTent Original or Renewal Term. Section 608. Late Charaes. If any Rental Payment is not paid in full to Lessor within fitteen (15) days atter the payment first became due and payable, Lessee shall immediately pay Las5O( an additional one time late charge equal to five (5%) percent of each such amount past due along with the Rental Payment. Partial payments by Lessee shall be applied first repayment of interest on Lessor advances pursuant 10 Section 8.04 if any, then to the accrued interest component of past due Rental Payments and the balance to the remaining princil component of past due rental payments. Section 6.09. Preoavment. Lessee shall have the right to prepay principal components of Rental Payments in whole on any date set forth in Exhibit E by paying the then applical Purchase Price set forth in Exhibit E on such date. Lessee shall have the right to prepay principal components of Rental Payments in part on any date set forth in Exhibit E by giving Les~ written notice at least 30 days prior to such date and by paying a portion of the then applicable Purchase Price set forth in amount at least equal to 20% of the initial Purchase Price set fo in the Exhibit E. All prepayments in part shall be applied to reduce the Purchase Price to renect the amount of the payment. Lessor shall then prepare a revised schedule of Ren Payments, based upon amortization of the adjusted Purchase Price over the remaining term. ARTICLE VII TITLE TO EQUIPMENT Section 7 01 TiUe to the Eouioment. During the term of this Agreement, title to the Equipment and any and all additions, repairs. replacements or modifications shall vest in Less. subject to the rights of Lessor under this Agreement. In the event of defaull as set forth in Section 13.02 or nonappropriation as set forth in Section 6.07, title to Equipment, s~ immediately vest in Lessor, and Lessee will reasonably sUrTender possession of the Equipment to Lessor. Section 7.02. Security Interest. To secure the payment of all Lessee's obligations under this agreement, Lessee grants to Lessor a security interest constituting a first lien on 1 Equipment and on all additions, attachments, accessions and substitutions thereto, and on any proceeds therefrom. Lessee hereby authorizes Lessor to prepare and file such financi statements, any amendments thereto and other such documents to establish and maintain Lessor's valid first lien and perfected security interest. Lessee hereby acknowledges the rece of copies of the financing statements prepared by Lessor and hereby confirms the accuracy of the information contained therein. Lessee further agrees to execute such additiOl documents, induding affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security inter€ and upon assignment, the security interest of any assignee of Lessor, in the Equipment. ARTICLE VIII MAINTENANCE; MODIFICATION; TAXES; INSURANCE AND OTHER CHARGES Section 8.01. Maintenance of Eauioment bv Lessee. Lessee agrees that at all times during the Lease Term Lessee will, at Lessee's own cost and expense, maintain, preserve and ke the Equipment in good repair, working order and condition, and that Lessee will from time to time make or cause to be made all necessary and proper repairs, replacements and renew. Lessor shall have no responsibility in any of these matters, or for the making of improvements or additions to the Equipment. Section 8.02. Taxes, Other Govemmental Charaes and Utility Charaes. The parties to this Agreement contemplate that the Equipment will be used for a govemmental or propriet; purposes of Lessee and, therefore, that the equipment will be exempt from alllaxes presently assessed and levied with respect to personal property. In the event that the use, possessi or acquiSition of the Equipment is found to be subject to laxation in any form (except for income taxes of Lessor), Lessee will pay during the Lease Term, as the same respectively cor due, alllaxes and govemmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment and any equipment or ott property acquired by Lessee in substitution for, as a renewal or replacement of, or a modification, improvement or addition to the Equipment, as well as all gas, water, steam, electric heat, power, telephone. utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment; provided that, with respect to any govemmen charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as have accrued during the time this Agreement is in effec Section 8.03. Provisions Reaardina Insurance. At its own expense, LeSsee shall cause casualty, publiC liability and property damage insurance to be carried and maintained, or st demonstrate to the satisfaction af Lessor that adequate self-insurance is provided with respect to the Equipment, sufficient to protect the Full Insurable Value (as that term is hereinaf defined) of the Equipment, and to protect Lessor from liability in all events. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement. Less shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Alternatively. Lessee may insure the Equipment under a blanket insurance policy or policies whr cover not only the Equipment but other properties. If Lessee insures similar properties by self-insurance, Lessee will insure the Equipment by means of an adequate insurance fund. The .Full Insurable Value' as used herein shall mean the full replacement value of the Equipment. Any insurance policy pursuant to this Section 8.03 shall be so written or endorsed as to make losses, if any, payable to Lessee and Lessor as their respective interests may appear. T Net Proceeds (as defined in Section 9.01) of the insurance required in this Section 8.03 shall be applied as provided in Article IX hereof. Each insurance policy provided for in this Secti 8.03 shall contain a provision to the effect that the insurance company shall not cancel the policy or modify it materially and adversely to the interest of Les5O( without first giving writt notice thereof to Lessor at least 30 days in advance of such cancellation. Section 8.04. Advances. In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail ta keep the Equipment in good repair and operati condition, Lessor may (but shall be under na obligation to) purchase the required policies of insurance and pay the premiums necessary and provide for payment thereof; and all amoUl so advanced therefore by Lessor shall become additional rent for the then cUrTent Original Term or Renewal Term, which amounts, together with interest thereon at the rate of 12% r annum, Lessee agrees to pay. ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS Section 9.01. Damaae Destruction and Condemnation. Unless Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as provid herein, if prior to the termination of the Lease Term (a) the Equipment or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casually or (b) title to, or t temporary use of the Equipment or any part thereof or the estate of Lessee or Lessor in the Equipment or any part thereof shall be taken under the exercise of the power eminent domain any governmental body or by any person, firm or corporation acting under govemmental authorily, Lessee and Lessor will cause the Net Proceeds of any insurance daim or condemnati award to be applied to the prompt repair, restoration, modification or improvement of the Equipment. Any balance of the Net Proceeds remaining atter such work has been completed st be paid to Lessee. For purposes of Section 8.03 and this Artide IX. the term "Net Proceeds' shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award af deducting all expenses (induding attomefs fees) incurTed in the collection of such daims or award. Section 9.02. Insufficiencv of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referTed to in Section 9. hereof, Lessee shall either (a) complete the work and pay any cost in excess of the amount of Net Proceeds, and Lessee agrees that if by reason of any such insufficiency of the ~ Proceeds, Lessee shall make any payments pursuant to the provisions of this Section 9.02, Lessee shall not be entitled to any reimbursement therefore from Lessor nor shall Lessee entitled to any diminution of the amounts payable under Artide VI hereof or (b) if Lessee is not in default hereunder, Lessee shall pay to Lessor the amount of the then applicable Purcha 2 . Price. and, upon such payment, the Lease T enn shall tenni:1ate and Lesso~s interest in the Equipment shall tenninate as provided in Article XI of this Agreement. The amount of the 1\ Proceeds in excess of the then applicable Purch8se Price, if any, may be retained by Lessee. " ARTICLE X DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE OF EQUIPMENT Section 10.01. Disclaimer of Warranties. LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITIO MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO. In no event sh Lessor be liable for any incidental. indirect, special or consequential damage in connection with or arising out of this Agreement or the existence, fumishing, functioning or Lessee's use any item or products or services provided for in this Agreement. Section 10.02. Vendo~s Warranties. Lessor hereby irrevocably appoints Lessee its agent and attomey-in-fact during the Lease Tenn, so long as Lessee shall not be in default hereund, to assert from time to time whatever daims and rights, including warranties of the Equipment, which Lessor may have against the Vendor of the Equipment. Lessee's sole remedy for tl breach of such warranty, indemnification or representation shall be against the Vendor of the Equipment. and not against the Lessor, nor shall such matter have any effect whatsoever, the rights and obligations of Lessor with respect to this Agreement, induding the right to receive full and timely payments hereunder. Lessee expressly acknowledges that Lessor makE and has made, no representation or warranties whatsoever as to the existence or availability of such warranties of the Vendor of the Equipment. Section 10.03, Use of the Eauioment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law Dr in a manner contrary that contemplated by this Agreement. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees comply in all respects (induding, without limitation, with respect to the use, maintenance and operation of each item of the Equipment) with all laws of the jurisdictions in which its ope ratio involving any item of Equipment may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Equipment; providE however, that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Lessor, adversely affect tl estate of Lessor in and to any of the items of the Equipment or its interest or rights under this Agreement. ARTICLE XI OPTION TO PURCHASE Section 11.01 At the request of Lessee, Lesso~s interest in the Equipment and additional Rental Payments will be terminated and this Agreement shall terminate: (a) At the end of the final Renewal Tenn, upon payment by Lessee of all Rental Payments scheduled as set forth in Exhibit E to this Agreement; or (b) if the Lease Term is terminated pursuant to Artide IX of this Agreement, in the event of total damage. destruction or condemnation of the Equipment: or (c) any time when Lessee is not on such date in default under this Agreement, upon payment by Lessee of the then applicable Purchase Price to Lessor. Upon the occurrence of any of such events, Lessor shall deliver a Bill of Sale of its remaining interest in the Equipment to Lessee "AS IS - WHERE IS" without additional cost or payment Lessee. ARTICLE XII ASSIGNMENT, SUBLEASING, INDEMNIFICATION MORTGAGING AND SELLING Section 12.01. Assionment bv Lessor. This Agreement, and the obligations of Lessee to make payments hereunder, may be assigned and reassigned in whole or in part to one or me assignees and subassignees by Lessor at any time subsequent to its execution, without the necessity of obtaining the consent of Lessee; provided, however, that no such assignment reassignment shall be effective unless and until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or subassignE and (ii) in the event that such assignment is made to a bank or trust company as trustee for holders of certificates representing interest in this Agreement, such bank or trust compa agrees to maintain, or cause to be maintained, a book-entry system by which a record of names and addresses of such holders as of any particular time is kept and agrees, upon request the Lessee, to fumish such information to Lessee. Upon receipt of notice of assignment, Lessee agrees to reflect in a book entry assignee designation in such notice of assignment, and make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, setoff or counterdaim whatsoever (whether arising from a breach of tI Agreement or otherwise) that Lessee may from time to time have against Lessor, or the assignee. Lessee agrees to execute all documents which may be reasonably requested by LeSE or its assignee to protect their interests in this Agreement. Section 12.02. No Sale. Assionment or Subleasina bv Lessee. This Agreement and the interest of Lessee in the equipment may not be sold, assigned or encumbered by Lessee withe the prior written consent of Lessor or assignee. Section 12.03. Release and Indemnification Covenants. To the extent permitted by the laws and Constitution of the State, Lessee shall protect, hold harmless and indemnify Lessor fre and against any and all liability, obligations, losses, daims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith, induding, without limitatie counsel fees and expenses, penalties and interest arising out of or as the result of the entering into this Agreement, the ownership of any item of the equipment, the ordering, acquisitie use, operation. condition, purchase, delivery, rejection, storage or retum of any item of the equipment or any accident in connection with the operation, use, condition, possession, stora or retum of any item of the equipment resulting in damage to property or injury to or death of any person. The indemnification arising under this paragraph shall continue in full force a effect notwithstanding the full payment of all obligations under this Agreement or the termination of the lease term for any reason. Lessee agrees not to withhold or abate any portion of t payments required pursuant to this Agreement by reason of any defects, malfunctions, breakdowns or infirmities of the equipment. ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES Section 13.01 Events of Default Defined. The following shall be "events of default" under this Agreement and the terms "event of default" and "default" shall mean, whenever they c used in this Agreement, anyone or more of the following events: (a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein: and (b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in Section 13.01 (a), for a period of days after written notice, specifying such failure and requesting that it be remedied as given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such time prior the expiration, provided, however. if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an extension of su time if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected. The foregoing provisions of this Section 13.01 are subject to (i) the provisions of Section 6.07 hereof with respect to nonappropriation; and (ii) if by reason of force maieure Lessee is unat in whole or in part to carry out its agreement on its part herein contained, other than the obligations on the part of Lessee contained in Artide VI hereof, Lessee shall not be deemed default during the continuance of such inability. The term "force majeure" as used herein shall mean, without limitation, the following: acts of God; strikes, lockouts or other employ relations disturbances; acts of public enemies: orders or restraints of any kind of the govemment of the United States of America or the state wherein Lessee is located or any of th departments, agencies or officials, or any civil or military authority, insurrections; riots; landslides; earthquakes: fires: storms; droughts: floods; or explosions. Section 13.02, Remedies on Default. Whenever any event of default referred to in Section 13.01 hereof shall have happened and be continuing, Lessor shall have the right at its s< option without any further demand or notice, to take one or any combination of the following remedial sleps: (a) With or without terminating this Agreement, retake possession of the Equipment and sell, lease or sublease the Equipment for the account of Lessee, holding Lessee liable for rer and other amounts payable by Lessee hereunder to the end of the Original Term or the then current Renewal Term: and (b) Take whatever action under the Uniform Commercial Code or under other law or in equity as may appear necessary or desirable to enforce its rights as the owner or secured creditor the Equipment. Lessee further agrees that Lessee shall pay to Lessor such further amounts as may be sufficient to reimburse Lessor fully for its costs and expenses as incurred as a result of LesSEll default induding, without limitation. Lessor's costs and expenses in enforcing, or endeavoring to enforce, its rights and remedies under the Agreement or incident thereto, induding withe limitation and to the extent not prohibited by applicable law, the Lesso~s reasonable attomey's fees and expenses for enforcing Lessee's obligations hereunder. Section 13 03 No Remedv Exdusive. No remedy herein conferred upon or reserved to Lessor is intended to be exdusive and every such remedy shall be cumulative and shall be addition to every other remedy give under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any defa shall impair any such right or power or shall be construed to be a waiver hereof, but any such right and power may be exercised from time to time and as often as may be deem expedient. ARTICLE XIV MISCELLANEOUS Section 14.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered m. postage prepaid, to the parties at their respective places of business. Section 14.02. Bindino Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns. Section 14 03, Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate render unenforceable any other provision hereof. Section 14.04. Amendments. The terms of the Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever except by written instrumt signed by the Lessor and the Lessee; nor shall any such amendment that affects the rights of Lessor's assignee be effective without such assignee's consent. Section 14.05 Execution in Counteroarts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and t same instrument. Section 14.06. Vendor Pavable/Escrow Account. In the event vendor payment by Lessor is not made upon Lease Commencement, lease proceeds will be held in a Vene Payable/Escrow Account until requested by Lessee, with escrow eamings payable to Lessor. Section 1407. Accrued Interest. In the event of a delayed dosing, Lessor will benefit from the interest that accrues between the Commencement Date and the Closing Date. 3 . Section 14.08 Aoolicable Law. This Agreement shall be f;lovemed by and construed In accordance with the laws of the State of Georgia. Section 14.09. Caotlons. The captions or heai:lings in this Agreement are for convenience only and do not define. limit or deSClibe the scope or intent of any provisions of sections of It Agreemenl ' SectIon 14.10 Entire Aoreemenl This Agreement and the executed Exhibits attached hereto constitute the entire agreement between Lessor and Lessee. No waiver. consel modification or change of tenns of this Agreement shall bind either party unless In writing signed by both parties, and then such waiver, consent, modification or change shall be effectr only in the specific instance and for the speciflc purpose given. There are no understandings, agreements, representations or warranties, express or Implied, not specified herein, regardil this Agreement or the equipment leased hereunder. Section 14.11 Execution of Facsimile. In the interest of lime. each party agrees that execution of signature pages of this Agreement by such party followed by transmission of such pagel by facslmilelTelecopler will be legally binding upon such party. After each party has executed and transmitted such signature pages, each party egrees to execute hard copies of this Agreement and Lessee agrees to promptly fOlWard originals to Lessor. Section 14.12. Correclion of Documents. Lessee agrees to execute and deliver. or provide. as required by Lessor. any documents and Infonnalion. from time to time. that may be necessary for the purpose of correctlng any errors or omissions in this Lease or to reflect the true intent of Lessor In this transaction. All such documents and Infonnatlon must be satlsfaclory to Lessor. Any tenns and conditions of any purchase order or other document (with the exception of Supplements) submitted by Lessee in connection with this Agreement which are In addition to lnconslstent with the tenns and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreemenl Lessee by the signature below of Its aulhorizl representative acknow1edges that II has read this Agreement, understands It, and agrees to be bound by Its terms and condlllons. IN WITNESS WHEREOF. Lessor has executed this Agreement In its corporate name with Its corporate seal hereunto affixed and attested by its duly authorized officers. and Lessee ho caused this Agreement to be executed In its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers. All of the above occurred as of the date fil written below; this Agreement shall be binding on Lessee beginning on the date it is accepted and executed by Lessor. LESSOR: Leasing 2, Inc. Execute: By: ~~ T\-t)\chwt Title: Date: i\-'6-otf LESSEE: City of Augusta Attest: iJ!;1i/~1ttl) Execute: ~g1~6 By: By: Title: ~. rpjJ/ri; Title: Mavor 't/~it . Date: JI1tJ(O( Date: I / 271> 4 EXHIBIT A RESOLUTION OF GOVERNING BODY EXTRACT OF MINUTES LESSEE: City of Augusta At a duly called meeting of the goveming body of Lessee (as defined in the Agreement) held on the , 20~, the following resolution was introduced and adopted. lCo'in day of M /1 R c. I-!- RESOLVED, whereas the goveming body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment described in the Lease-Purchase Agreement presented to this meeting; and has further determined that the Equipment will be used solely for essential govemmental functions and not for private business use. WHEREAS, the govemlng body of Lessee has taken the necessary steps, Induding any legal bidding requirements. under applicable law to arrange for the acquisition of such equipment. BE IT RESOLVED, by the goveming body of Lessee that the terms of said Lease-Purchase Agreement are in the best interest of Lessee for the acquisition of such equipment. and the goveming body of Lessee designates and confirms the following persons to execute and deliver, and to witness (or attest), respectively, Leasing 2, Inc. Lease-Purchase Agreement and any related documents necessary to the consummation of the transactions contemplated by the Lease-Purchas Agreement. 1fJ5 Bob Youna. Mavor (Print Name and Title) The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the above and foregoing Lease-Purchase Agreement is the sam as presented at id meeting of the goveming body of Lessee. (SEAL) iJ~'a ~rJAjr/ Date I AUGUSTA-RICHMOND COUNTY COMMISSION STEPHEN E. SHEPARD County Attorney Augusta Law Department BOB YOUNG Mayor STAFF ATroRNEYS Vanessa Flournoy Harry B. James, ill Betty Beard Marion Williams Barham Sims Richard Coclough Bobby G Hankerson Andy Cheek Tommy Boyles Jimmy Smith Wm. "Willie" H. Mays, ill Don A Grantham Wm. ''Willie'' H. Mays, ill Mayor Pro Tern EXHIBIT B George R. KoIb Administrator OPINION OF LESSEE'S COUNSEL Reply to: 701 Greene Street, Suite 104 Augusta, Georgia 30901 LESSEE: City of Augusta DATE OF AGREEMENT: April 1,2004 Leasip.~ 2, In'c. 1720 West Cass Street Tampa, FL 33606-1230 Gentlemen: As counsel for City of Augusta ("Lessee"), I have examined duly executed originals of the Lease-Purchase Agreement (the "Agreement") dated April 1, 2004, between Lessee and Leasing 2, Inc. ("Lessor"), and the proceedings taken by Lessee to authorize and execute the Agreement. Based upon the examination and upon such other examination as I have deemed necessary or appropriate, I am of the opinion that: 1. Lessee is a public body corporate and politic, legally existing under the laws of the State of Georgia. 2. The Agreement has been duly authorized, executed and delivered by Lessee, pursuant to Constitutional, statutory and/or home rule provisions which authorize this transaction and Resolution, Item No. 22, Augusta Commission meeting of March 16,2004, attached as Exhibit A to the Agreement. 3. The Agreement is a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms. In the event the Lessor obtains a judgment against Lessee in money damages, a;; a result of an .event of default under the Agreement, Lessee will be obligated to pay such judgment. 4. Applicable public bidding requirements have been complied with. 5. To the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, which questions or affects the validity of the resolution or the Agreement. 6. The signatures of the officers of City of Augusta which appear on the Agreement are true and genuine; I I know said officers and know them to hold the offices set forth below their names. Augusta Law Department 501 Greene Street, Suite 302. Augusta, Georgia 30901 (706) 842-5550 - Fax (706) 842-5556 County Attorney 701 Greene Street, Suite 701, Augusta, Georgia 30901 (706)724-6597 ~ Fax (706) 722-48 I 7 7. The Equipment leased pursuant to the Agreement constitutes personal property and when subjected to use by Lessee will not be or become fixtures under applicable law. 8. The leasing of the Equipment pursuant to the Agreement is exempt from all sales and use taxes against either the Lessor or the Lessee during the tenn of the Lease and the Equipment will be exempt from any state and local personal property or other ad valorem taxes during the tenn of the Lease. This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with regard to matters specifically set forth herein. F: ISH EP P ARDISTEVEIDAIL Y1city. 2004 EXHIBIT C CERTIFICATE AS TO ARBITRAGE I, the undersigned officer of the City of Augusta (the "Lessee"), being the person duly charged, with others, with responsibility for issuing the Lessee's obligations in the form of that certain agreement entitled "Lease-Purchase Agreemenr with referenced Exhibits attached thereto (the "Agreement") dated April 1. 2004, and issued said date, HEREBY CERTIFY that: 1. The Agreement was issued by the Lessee under and pursuant to law to finance the acquisition of the certain Equipment described therein. 2. Pursuant to the Agreement, the Lessee is entitled to receive said Equipment in consideration for the obligation of the Lessee under the Agreement. Said Equipment will be used In furtherance of the public purposes of the Lessee. The Lessee does not intend to sell said Equipment or said Agreement or to otherwise dispose of said Equipment during the term of the Agreement. The Lessee will not receive any monies, funds, or other "proceeds" as a result of the Agreement. (~~H C!..Jt..- W PVl! ~ ~ ~e}- 3. The Lessee expects to make payments under the Agreement from i~ funds on the basis of annual appropriations in the amounts equal to the required payments under the Agreement. The remaining general funds of the Lessee are not reasonably expected to be used to make such payments and no other monies are pledged to the Agreement or reasonably expected to be used to pay principal and interest on the Agreement. 4. The Lessee has not received notice that its Certificate may not be relied upon with respect to its own Issues nor has it been advised that any adverse action by the Commissioner of Internal Revenue is contemplated. To the best of my knowiedge, information and belief the expectations herein expressed are reasonable and there are no facts, estimates or circumstances other than those expressed herein that would materially affec~e expectations herein expressed. IN WITNESS WHEREOF, I have hereunto set my hand this ,?O./ day Of~, 20~ LESSEE: CI~ l~~ ~ By: Bob Young Title: Mavor EXHIBIT D DESCRIPTION OF EQUIPMENT The Equipment which is the subject of the attached Lease-Purchase Agreement is as follows: 2001 AI-Jon LanJiI~!actor; Serial No. ~,~ I q 9 l. . /y~ together with all additions, accessions and replacements thereto. Lessee hereby certifies that the description of the personal property set forth above constitutes an accurate description of the "Equipment", as defined in the attached Lease-Purchase Agreement. LOCATION OF THE EQUIPMENT: 4330 Deans Bridoe Road Blythe. GA 30805 LESSEE: CltyO~ '^' ~(b By: Boo Yo,", ~6 Title: Mavor Date: ~ )~ /o'f I EXHIBIT E PAYMENT SCHEDULE LESSEE: EQUIPMENT COST: COMMENCEMENT DATE: City of Augusta $185.000.00 April 1, 2004 PAYMENT PURCHASE NO. DATE PAYMENT INTEREST PRINCIPAL PRICE 1 5/1/04 $ 5,548.77 $ 778.54 $ 4,770.23 $ 186,610.39 2 6/1/04 $ 5,548.77 $ 758.47 $ 4,790.30 $ 181,478.38 3 7/1/04 $ 5,548.77 $ 738.31 $ 4,810.46 $ 176,334.91 4 8/1/04 $ 5,548.77 $ 718.06 $ 4,830.71 $ 171,179.95 5 9/1/04 $ 5,548.77 $ 697.73 $ 4,851.04 $ 166,013.48 6 10/1/04 $ 5,548.77 $ 677.32 $ .4,871.45 $ 160,835.47 7 11/1/04 $ 5,548.77 $ 656.82 $ 4,891.95 $ 155,645.90 8 12/1/04 $ 5,548.77 $ 636.23 $ 4,912.54 $ 150,444.74 9 1/1/05 $ 5,548.77 $ 615.56 $ 4,933.21 $ 145,231.96 10 2/1/05 $ 5,548.77 $ 594.80 $ 4,953.97 $ 140,007.54 11 3/1/05 $ 5,548.77 $ 573.95 $ 4,974.82 $ 134,771.45 12 4/1/05 $ 5,548.77 $ 553.01 $ 4,995.76 $ 129,523.67 13 5/1/05 $ 5,548.77 $ 531.99 $ 5,016.78 $ 124,264.17 14 6/1/05 $ 5,548.77 $ 510.88 $ 5,037.89 $ 118,992.92 15 7/1/05 $ 5,548.77 $ 489.68 $ 5,059.09 $ 113,709.90 16 8/1/05 $ 5,548.77 $ 468.39 $ 5,080.38 $ 108,415.08 17 9/1/05 $ 5,548.77 $ 447.01 $ 5,101.76 $ 103,108.44 18 10/1/05 $ 5,548.77 $ 425.54 $ 5,123.23 $ 97,789.95 19 11/1/05 $ 5,548.77 $ 403.98 $ 5,144.79 $ 92,459.58 20 12/1/05 $ 5,548.77 $ 382.33 $ 5,166.44 $ 87.1.17.30 21 1/1/06 $ 5,548.77 $ 360.58 $ 5,188.19 $ 81,763.09 22 2/1/06 $ 5,548.77 $ 338.75 $ 5,210.02 $ 76,396.92 23 3/1/06 $ 5,548.77 $ 316.82 $ 5,231.95 $ 71,018.77 24 4/1/06 $ 5,548.77 $ 294.81 $ 5,253.96 $ 65,628.61 25 5/1/06 $ 5,548.77 $ 272.70 $ 5,276.07 $ 60,226.41 26 6/1/06 $ 5,548.77 $ 250.49 $ 5,298.28 $ 54,812.15 27 7/1/06 $ 5,548.77 $ 228.20 $ 5,320.57 $ 49,385.79 28 8/1/06 $ 5,548.77 $ 205.81 $ 5,342.96 $ 43,947.31 29 9/1/06 $ 5,548.77 $ 183.32 $ 5,365.45 $ 38,496.69 30 10/1/06 $ 5,548.77 $ 160.74 $ 5,388.03 $ 33,033.90 EXHIBIT E PAYMENT SCHEDULE continued 31 11/1/06 $ 5,548.77 $ 138.07 $ 5,410.70 $ 27,558.91 32 12/1/06 $ 5,548.77 $ 115.30 $ 5.433.47 $ 22,071.69 33 1/1/07 $ 5,548.77 $ 92.43 $ 5,456.34 $ 16.572.21 34 2/1/07 $ 5,548.77 $ 69.47 $ 5,479.30 $ 11.060.45 35 3/1/07 $ 5,548.77 $ 46.41 $ 5.502.36 $ 5,536.38 36 4/1/07 $ 5,548.77 $ 23.22 $ 5,525.55 $0.00 Grand Totals $ 199,755.72 $ 14,755.72 $ 185.000.00 LESSEE: CltyOf~ ~9};; By: BobYo"~ i ~6 Tille: Mavor Date: ~ 1-..0 /0'1 I EXHIBIT F ACCEPTANCE CERTIFICATE The undersigned, as Lessee under the Lease-Purchase Agreement (the "Agreement") dated April 1, 2004, with Leasing 2, Inc. ("Lessor"), hereby acknowledges: 1. x Eauipment delivered and accepted: Lessee ~s received in good cond~ all ~ Equipment described in the Agreement and in Exhibit 0 thereto this cr-- day of ItJ", , 20~ 2. Eauipment delivery has not vet taken place: The Equipment described in the Agreement and in Exhibit 0 thereto, has not been delivered, but is scheduled to be delivered on/or before Lessor has agreed to deposit into an escrow account an amount sufficient to pay the total cost of the equipment identified in Exhibit 0 of the Agreement. The Lease Amount of the Exhibit E accurately reflects the cost of the equipment. Lessee agrees to execute an Acceptance Certificate and Payment Request Form authorizing payment of the cost of the Equipment, or a portion thereof, for each withdrawal of funds from the Escrow Account. Lessee's obligation to commence Rental Payments as set forth in Exhibit E-Payment Schedule is absolute and unconditional as of the Commencement Date, subJect to the terms and conditions of the Agreement. Lessee further acknowledges that this lease is not subJect to the successful delivery of the Equipment, and that in the event of non- performance by the Vendor, Lessee will retain all responsibility for performance under the lease. 3. Vendor will be paid in full prior to delivery of eauipment: A 100% pre-funding will be made by Lessor to Vendor of the lease amount identified as "Equipment Cosr on the Exhibit E - Payment Schedule of the Agreement. Lessee agrees to indemnify and hold Lessor harmless from and against any and all claims, costs and expenses incurred (Including Lessor's attomeys' fees). Lessee further acknowledges that this lease is not subJect to the successful delivery of the Equipment, and that in the event of non-performance by the Vendor, Lessee will retain all responsibility for performance under the lease. Lessee certifies that Lessor has fully and satisfactorily performed all of its covenants and obligations required under the Agreement, and confirms that the lease will commence as defined by "Commencement Date" in the attached Agreement, and it will commence payments in accordance with Article VI of the Agreement. The undersigned officer of the Lessee hereby reaffirms on behalf of the Lessee In all respects the covenants of the Lessee set forth in Article I of the Agreement and the representations in the certificate as to Arbitrage attached as Exhibit C to the Agreement, and represents that, to the best of his or her knowledge, information and belief, the expectations therein expressed were reasonable as of the Commencement Date, and that there were, and are as of the date on which they were made, and are reasonable as of the Commencement Date, no facts, estimates or circumstances other than those expressed therein that would materially affect the expectations expressed therein. LESSEE: CI~O~I~ Bob You"" C; j7rJ By: Title: Mavor Date: ?oj..,;) /0'/ EXHIBIT G ESSENTIAL USE/SOURCE OF FUNDS LETTER TO: Leasing 2, Inc. RE: Lease-Purchase Agreement Dated April 1, 2004. Gentlemen: Reference is made to certain Lease-Purchase Agreement dated April 1, 2004, between Leasing 2, Inc. and City of Augusta, leasing the personal property described in Exhibit 0 to such Lease. This confinns and affinns that such equipment Is essenlialto the functions of the undersigned or to the service we provide to our citizens. Further, we have an Immediate need for, and expect to make Immediate use of, substantially all the Equipment, which need Is not temporary or expected to diminish In the foreseeable future. The Equipment will be used by us only for the purpose of perfonnlng one or more of our govemmental or proprietary functions consistent with the pennlssible scope of our authority. SDeciflcally, the EaulDment was selected by us to be used as follows: Please describe USE of eou/omen!: LAND f:./LJ..., 7AA-SII Com pl1CJ70 J Sincerely, ~b~~,i ? l-..o~y Date g~ EXHIBIT H AMENDMENT AGREEMENT NUMBER ONE In consideration of the mutual covenants of the Lessor and Lessee pursuant to the Lease-Purchase Agreement dated April 1, 2004, (the "Lease") between Leasing 2, Inc. ("Lessor") and City of Augusta ("Lessee"), such Agreement Is modified as follows: Lessee certifies that It reasonably anticipates that it and all of Its subordinate entitles will not issue more than $10,000,000 of "qualified tax-exempt obligations" (as that term is defined In Section 265(b)(3)(B) of the Intemal Revenue Code of 1986 ("the Code") during the calendar year of the lease commencement Further, lessee hereby designates its obligations under the Lease as a "qualified tax-exempt obligation" in accordance with Section 265 (b)(3)(B) of the Code so that it is eligible for the exception contained in Section 265 (b)(3) of the Code and further certifies for the purpose of the overall limitation of Section 265 (b)(3)(D) of the Code that it and Its subordinate entities have not as of this calendar year Issued more than $10,000,000 of obligations which It has designated for these purposes. All terms contained herein not otherwise defined shall have the same meaning as such terms are used and defined in the Lease. Attached hereto is a completed Intemal Revenue Service Form 8038-G, Information Retum for Tax-Exempt Govemmental Bond Issues, completed on behalf of the Lessee (or, if the Invoice price of the Equipment under such schedule is less than $100,000, a Form 8038-GC). r' ~ITNESS rEREOF, the Lessee has caused this Agreement to be executed by its duly authorized officer on this the ~- day of 4A,.t..... ,20 0" . LESSEE CI~ o:~gUS~ ~ I V- 6 Printed Name: Bob Youna. Mavor .~ (SEAtlf jf:? By: Printed Name: Form 8038-G Information Return for Tax-Exempt Governmental Obligations ~ Under Internal Revenue Code section 149(e) ~ See separate Instructions. Caution: If the issue price is under $100,000, use Form B03B-GC. OMS No. 1545-0720 If Amended Return, check here ~ 0 2 Issuer' ~ employer identification number 58 : 2204274 Room/suite 4 Report number 3 - 01 6 Date of issue April 1, 2004 8 CUSIP number Issuer's name Ci 3 530 Greene Street Rm 105 5 City, town or post office, state, and ZIP code Au usta GA 30911 7 Name of issue Lease-Purchase A reement 9 Name and title of officer or legal representative whom the IRS may call for more information . ,v [J)!?t? . / - -:-r /J~t1-//)116D(' 1.70 ) 82./- d 2 Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule 11 0 Education . . . . 11 12 0 Health and hospital . 12 13 0 Transportation. . . 13 14 It1 Public safety . . . 14 $185,000.00 15 0 Environment (including sewage bonds) 15 16 0 Housing . . . . 16 17 0 Utilities . . . . . . . . . . . 17 18 0 Other. Describe ~ 18 19 If obliQations are TANs or RANs, check box ~ 0 If obliQations are BANs, check box ~ 0 20 If obligations are are in the form of a lease or installment sale, check box. . . . . .. ~ It! Description of Obligations. Complete for the entire issue for which this form is being filed. Ie) Stated redemption (dl Weighted lbl Issue price price at maturity average maturity lei Yield 22 23 24 25 26 27 28 29 30 4/1/2007 $ 185000.00 $ n/a Uses of Proceeds of Bond Issue (including underwriters' discount) Proceeds used for accrued interest. . . . . . . . . . . . . . . Issue price of entire issue (enter amount from line 21, column (bl). . . . Proceeds used for bond issuance costs (including underwriters' discount). 24 Proceeds used for credit enhancement. . . . . . . . . . ., 25 Proceeds allocated to reasonably required reserve or replacement fund. 26 Proceeds used to currently refund prior issues. 27 Proceeds used to advance refund prior issues. . . . . . . . .. 28 Total (add lines 24 through 28) . . . . . . . . . . . . , ., ........ Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here). . . . Description of Refunded Bonds (Complete this part only for refunding bonds.) Enter the remaining weighted average maturity of the bonds to be currently refunded ~ Enter the remaining weighted average maturity of the bonds to be advance refunded ~ Enter the last date on which the refunded bonds will be called. . . . , . . . . ~ Enter the date(s) the refunded bonds were issued ~ Miscellaneous Enter the amount of the state volume cap allocated to the issue under section 141 (b)(5) . Enter the anount of gross proceeds (westoo or to be (westoo n a guacnteEd investment contract (see nstructions) Enter the final maturity date of the guaranteed investment contract ~ Pooled fmancings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of the issuer ~ and the date of the issue ~ If the issuer has designated the issue under section 265(b)(3)(B)(i)(II1) (small issuer exception). check box . ~ It! If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box . ~ 0 If the issuer has identified a hed e check box . ~ 0 Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief. the~e,.cor'f)t and CO~PI:te. ..... ~ ..,-. ..... Bob Young, Mayor , Signature of issuer's aut rized re , Type or print name and title Three 3 years 5.05 % $185000.00 $185 000.00 31 32 33 34 years years 35 36a b 37 b 38 39 40 Sign Here r"'__ n____..___I. n_J__~L~_._ ,,_.... al_...:__ ___ ____ .... _.L. .....1-_ 1__._.._...:___ 0"':)0 r- ."'" NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT EXHIBIT I Leasing 2, Inc. ("Lessor") hereby gives notice to the City of Augusta ("Lessee") that Lessor has assigned all rights to payments under the Lease-Purchase Agreement, dated as of April 1, 2004, between Leasing 2, Inc. ("Lessor") and City of Augusta ("Lessee"). Leasing 2, Inc. ("Lessor") hereby requests, gives notice and Instructs City of Augusta ("Lessee") that payments that hereafter come due pursuant to the Lease-Purchase Agreement be paid to Old National Bank or Its Assignee. : ~tft City~ Bob You" 1'-6 LESSEE: . By: Title: Mavor Dale: 4/5 ~ sf INSURANCE COVERAGE REQUIREMENT TO: Leasing 2, Inc. and/or Its Assigns 1720 West Cass Street Tampa, FL 33606-1230 City of Augusta 530 Greene Street, Rm 105 Augusta, GA 30911 RE: INSURANCE COVERAGE REQUIREMENTS (Check one): FROM: 1. In accordance with Section 8.03 of the Agreement, we have Instructed the Insurance agent named below (please fill In name, address and telephone number) NAME: s-~~.~t~ ~;:~ <Afl ADDRESS: CITYI STI ZIP: TELEPHONE: to issue: a. All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause naming Leasing 2, Inc. and/or its Assigns as Loss Payee. Coverage Required: Full Replacement Value b. Public Uability Insurance evidenced by a Certificate of Insurance naming Leasing 2, Inc. and/or its Assigns as an Additional Insured. Minimum Coverage Required: $500,000.00 per person $500,000.00 aggregate bodily injury liability $100,000.00 property damage liability 1 2. Pursuant to Section 8.03 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such self-Insurance in letterform together with a copy of the statute authorlzlng this form of insurance. 3. Pmo' of I"",..n<>> "''''''''ge "'" be p'o'ld~nc. andlo, 'to ""'gns p'''' to the Ume that the """'pmentl, deli""",d to "'. By' Bob yo"g I v-. ($ 27d Title: Mavor Date: .., t..., /. '/ , FINANCE DEPARTMENT DAVID PERSAUD, FINANCE DIRECTOR Room 207 - Municipal Building 530 Greene Street. AUGUSTA, GA 30911 (706) 821.2428 . FAX (706) 821-2520 SANDRA M. WRIGHT, CWCP, RISK MANAGEMENT MANAGER Room 217 - Municipal Building 530 Greene Street - AUGUSTA, GA 30911 1706} 821-2301 - FAX (706) 821.2502 AS OF July 18, 1997 STATEMENT OF LIABILITY COVERAGE AUGUSTA COMMISSION The Augusta Commission does not carry commercial liability insurance coverage. This includes all lines of liability coverage, with the exception of Public Officials Liability. Liability claims are handled In-house through the Risk Management Department and any settlement awards are paid from available. Commission funds. Please be advised that Augusta Commission is entitled to the defense of sovereign immunity. ~~,C/ .~ David Persaud / Director Finance / Risk Management Division N tJV. I rC., :2-0 D ~ . . Date October 2002 B. SEND ACKNOWLEDGMENT TO: (Name and Address) I I L ~ DEBTOR'S EXACT FUll LEGAl NAME -Insert ani v one debtor name (la or lb) - do not abbreviate or combine names la. ORGANIZATION'S NAME OR City of Aue:usta lb. INDNlDUAl'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX lc. MAILING ADORESS CllY STATE I POSTAL CODE COUNTRY 530 Greene Street, Rm 105 Augusta GA 30911 ld. TAX 10 #: SSN OR EIN I ADD'L1NFO RE !le. TYPE OF ORGANIZATION !1f. JURISDICTION OF ORGANIZATION I 19. ORGANIZATIONAL 10 #, if any 58-2204274 ORGANIZATION : Municipality I Georgia I o NONE DEBTOR I I 2. ADDITIONAl EXACT FULL LEGAL NAME - insert only one debtor name (2a or 2b) - do not abbreviate or combine names 2a. ORGANIZATION'S NAME OR 2b. INDNlDUAl'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAILING ADDRESS CllY STATE I POSTAL CODE COUNTRY 2d. TAX 10 #: SSN OR EIN I ADD'L INFO RE j2e. TYPE OF ORGANIZATION j2f. JURISDICTION OF ORGANIZATION I 2g. ORGANIZATIONAL 10 #,If any ORGANIZATION I I I o NONE DEBTOR 3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP) -Insert only one secured oarty name C3a or 3bl 3a. ORGANIZATION'S NAME OR Old National Bank 3b. INDIVIDUAl'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAILING ADDRESS CITY STATE I POSTAL CODE COUNTRY P. O. Box 658 Evansville IN 47704-0658 DEBTOR'S 4. Thls FINANCING STATEMENT covers the following collateral: 2001 Al-Jon Landfill ~pactor; Serial No. [2 r ;l 5. AlTERNATIVE DESIGNATION pI applicable]: OLESSEElLESSOR 0 CONSIGNEE/CONSIGNOR 0 BAILEE/BAJLOR 0 SELLER/BUYER 0 AG. LIEN 0 NON-UCC FILING 6. 0 ThIs RNANClNG STATEMENT Is to be filed [for record] (or recorded) In the REAL 7. Check to REQUEST SEARCH REPORT(S) on Debtor(s) ESTATE RECORDS. AltachAddendum Wa llcable IADDITIONAlFEE] [optional) OAlIDebtors o Debtor 1 ODeblor2 8. OPTIONAl FILER REFERENCE DATA FlUNG OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV. 07/29/98) NATUCCl - 514101 C T System Online BILLING INFORMATION Please indicate below how YDU would like us to bill you for the lease payments due under this Agreement, including a contact name, if applicable: Contact Name: Lk~J4 SHEP'pc>{Js'b c IIY of A-U6U.$7A, 6GD126~ Company: Street Address or Box #: 5 30 GRi:dsN~ ST. Ri1. /6 ~ City, State, Zip: AU6Ugy-A) 6A. 30; II 12-rCH.NOND County: Fax: ( 706) 821- 2334 (70b) 82-1-28~ Telephone: Officeofllte Administrator George R. Kolb Administrator. Room 801 .c Municipal Building 530 Greene Street - AUGUSTA, GA. 30911 (706) 821-24<J0 - FAX (706) 821-2819 www.augustaga.gov . March 16, 2004 Mr. David Persaud Finance Director 530 Greene Street Augusta, GA 30911 Dear David: The Augusta Commission, at their regular meeting held Tuesday, March 16, 2004 took action on the following items. . . . . 19. . . . Approved offering the Winfield Fire Department the sale of ARC Fire Pumper #10 at a cost of $3,000.00. (Approved by Finance Committee March 8, 2004) 21. Amended the Capital Outlay FY 2004 budget by $1,570,750 for reven,ues and capital related . expenditures. (Approved by Finance Committee March 8, 2004) 22. :>4- Approved the extension of an existing lease for One A1jon 91 K Compactor for Public Works . Department - Landfill Division from A/jon, Inc. of Ottumwa, Iowa for $5,548:77 per month for 36 months. (Approved by Finance Committee March 8, 2004) 25. Approved policy recommendation on settling damage claims resulting from sewer issues; (Approved by Engineering Services Committee March 8, 2004) If you have any questions, please contact me. . Yours truly, (~ Frederick L. Russell Deputy Administrator cc: Mr. Max Hicks Ms. Teresa Smith Ms. Donna Williams Ms. Sandy Wright Mr. Ron Crowden 03-16-04: #19, #21, #22, #25