HomeMy WebLinkAboutMaster Equipment Lease Purchase Agreement
YEAR: 'LDOO
BOX NUMBER: g
FILE NUMBER: '4-lJ) 0 lp
NUMBER OF PAGES:
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Augusta Richmond GA
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MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
THIS MASTER EQUIPMENT LEASEIPURCHASE AGREEMENT, dated as of
January 10, 2000 ("Agreement"), between SunTrust Bank, Augusta, N.A., a national banking
association with its principal place of business located at 801 Broad Street, Augusta, Georgia
30901 ("Lessor") and Augusta, Georgia, a political subdivision of the State of Georgia whose
address is 530 Greene Street, Augusta, Georgia 30911 ("Lessee").
WITNESSETH:
WHEREAS, Lessor desires to lease the Equipment (as hereinafter defined) to Lessee and
Lessee desires to lease the Equipment from Lessor, pursuant to the terms and conditions
hereinafter set forth:
NOW, THEREFORE, for and in consideration of the premises and of the covenants
hereinafter contained, and other valuable considerations, the parties hereto agree as follows:
SECTION 1. DEFINITIONS
For the purposes of this Agreement and related documents, the following definitions will,,\
apply:
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1.1 Numbered Schedules to Ae:reement. The documents attached hereto and
incorporated herein by reference and signed by the parties which, among other things, describes
the Equipment to be leased by the Lessor to the Lessee, describes the lease term for the
Equipment listed thereon and Lessee's obligations with respect to payment.
1.2 Equipment. The personal property enumerated on the Numbered Schedules of this
Agreement now or hereafter attached hereto and incOlyorated herein by reference, together and
with any and all additions, modifications, attachments, replacements and parts thereof.
1.3 Acceptance Date. Unless otherwise agreed to by the prior written consent of Lessor,
the Acceptance Date set forth on any Acceptance Certificate(s) relative to the Numbered
Schedules attached to this Agreement.
1.4 Acceptance Certificate. Form by which Lessee accepts delivery ofthe Equipment
and agrees to make the rental payments set forth on the Numbered Schedule executed relative to
the Equipment.
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SECTION 2. LEASE
Lessor hereby rents and leases to Lessee, and Lessee hereby rents and leases from Lessor,
the Equipment listed on any of the Numbered Schedules attached to this Agreement and
incorporated herein by reference.
SECTION 3. TERM
Except as otherwise expressly provided herein, the lease term for any Numbered Schedule
shall begin on the Commencement Date set forth on said Numbered Schedule and shall terminate
on December 31 immediately following such Commencement Date, but shall thereafter
automatically be extended for successive one year periods in accordance with the Numbered.
Schedules of this Agreement unless Lessee shall give Lessor written notice fifteen (15) days prior
to the expiration of any such one-year term of its election not to extend such lease term.
SECTION 4. RENTAL PAYMENTS
4.1 Amount and Times of Payment. As rental for the Equipment, Lessee hereby agrees
to pay Lessor the amounts specified in Schedule A at the times and in the manner set forth
therein.
4.2 Place of Payments. All payments required to be made to Lessor hereunder shall be
made at Lessor's principal office or as may be otherwise directed by Lessor or its assignee.
4.3 Late Char2es. [RESERVED]
4.4 Abatement of Payments. There will be no abatement or reduction of payments by
Lessee for any reason, including but not limited to, any defense, recoupment, setoff, counterclaim
or any claim (substantiated or unsubstantiated) arising out of or related to any defects, damages,
malfunctions, breakdowns or infirmities of the Equipment. Lessee assumes and shall bear the
entire risk ofloss and damage to the Equipment from any cause whatsoever, it being the intention
of the parties that the rental payments shall be made in all events unless the obligation to pay
rental is terminated as otherwise provided herein.
4.5 Allocation of Interest. Each rental payment shall consist of principal and interest in
accordance with the amortization schedule attached to Schedule A and its corresponding
Acceptance Certificate.
4.6 Rental Adiustment. Lessee represents that it will take no action which will directly
or indirectly affect the tax exempt character ofthe rental payments hereunder. Lessee further
represents that it has or will file all internal revenue service forms, including without limitation,
Form 8038-G, to preserve the tax exempt nature of the rental payments made pursuant to this
agreement, provided the Lessor shall advise the Lessee as to actions or IRS filings required under
this paragraph.
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SECTION 5. RESPONSIBILITIES OF LESSEE
5.1 Care and Use. Lessee shall use the Equipment in a careful and proper manner, in
compliance with all applicable law and regulations, and at its sole cost and expense, service, repair
and maintain the Equipment so as to keep the Equipment in good condition, repair, appearance
and working order for the purposes intended, ordinary wear and tear excepted, and shall replace
any part ofthe Equipment as may from time to time become worn out, lost, stolen, destroyed or
damaged or its unfit for use. Upon the early termination of this Agreement pursuant to Sections
11 and 12, Lessee shall return the Equipment at its sole expense to Lessor at a place designated
by Lessor in the same condition as originally received, ordinary wear and tear excepted.
5.2 Inspection. Lessor shall have the right upon reasonable prior notice to Lessee to
enter into and upon the premises where the Equipment is located to inspect the Equipment and
observe its use during normal business hours.
5.3 Utilities. Lessee shall pay all charges for gas, water, steam, electricity, light, heat or
power, telephone or other utility service furnished to or used on or in connection with the
Equipment during the lease term. There shall be no abatement of rental on account of
interruption of any such services.
5.4 Taxes. Lessee agrees to pay when due any and all taxes relating to the Equipment
and Lessee's obligations hereunder, including but not limited to,. all license or registration fees,
gross receipts tax, sales and use tax, if applicable, license fees, documentary stamp taxes, rental
taxes, assessments, charges, ad valorem taxes, excise taxes, and all other taxes, licenses and
charges imposed on the ownership, possession or use of the Equipment by any governmental body
or agency, together with any interest and penalties, other than taxes on or measured by the net
income of Lessor, Lessee further agrees to reimburse Lessor for any ad valorem taxes relating to
the Equipment which Lessor is required to pay.
5.5 Alterations. Without the prior written consent of Lessor, which consent shall not be
unreasonably withheld, Lessee shall not make any alterations, modifications or attachments to the
Equipment which cannot be removed without materially damaging the functional capabilities or
economic value of the Equipment. Upon return of the Equipment and at Lessor's request, Lessee
at its sole cost and expense, will remove all alterations, additions and attachments and repair the
Equipment as necessary to return the Equipment to the condition in which it was furnished,
ordinary wear and tear excepted.
5.6 Transportation and Installation Chal1!:es. Lessee shall be responsible for all
charges relating to the transportation of the Equipment to Lessee's location and the installation at
such location. Lessor may at its option either prepay such charges and invoice Lessee or forward
invoices to Lessee as they are received and Lessee shall remit payment within ten (10) days.
5.7 Responsibility for Equipment. Lessee shall assume and be responsible for all risks
of damage to the Equipment during the lease term of this Agreement and while the Equipment is
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of a debtor under such Article 9. To that end, the parties hereto agree that this Equipment
LeaselPurchase Agreement shall be governed by Article 9 as if such Article 9 were applicable
hereto and that the Lessor and Lessee have the rights and obligations of a secured party and
debtor, respectively, under such Article 9.
6.3 Personal Property. The Equipment is, and shall at all times be and remain, personal
property notwithstanding that the Equipment or any part thereof may now be, or hereafter
become, in any manner affixed or attached to, or imbedded in, or permanently resting upon, real
property or any building thereon or any fixtures, or attached in any manner to what is permanent
by any means of cement, plaster, nails, bolts, screws or otherwise. Upon request of Lessor,
Lessee shall obtain, as to any place where the Equipment is located, a waiver from the landlord
and mortgagee thereof with respect to any rights they may have in and to the Equipment or the
rights of levy or distraint thereon.
6.4 Liens. Lessee shall not directly or indirectly create, incur, assume or suffer to exist
any mortgage, pledge, lien, charge, security interest, encumbrance or claim on or with respect to
the Equipment or any interest therein, except for the lien and security interest of Lessor therein.
Lessee shall promptly, at its own expense, take such action as may be necessary to duly discharge
any such mortgage, pledge, lien, security interest, charge, encumbrance or claim if the same shall
arise at any time.
6.5 Inspection. Acceptance and Written Notice of Defects. Immediately upon receipt
and installation of the Equipment, Lessee shall inspect the Equipment. Unless Lessee gives
Lessor written notice of each defect or other proper objection to the Equipment before the
execution ofthe Acceptance Certificate, it shall be conclusively presumed, as between Lessor and
Lessee, that the Lessee has fully inspected and acknowledged that the Equipment is in good
condition and repair, has been properly installed and is perfonning satisfactorily, and that the
Lessee is satisfied with and has accepted the Equipment in such good condition and repair.
SECTION 7. CONDITIONS TO AGREEMENT CLOSING
The obligation of Lessor to lease the Equipment to Lessee under this Agreement is subject
to the strict satisfaction by Lessee ofthe following conditions:
7.1 Opinion of Counsel. Lessee shall have delivered to Lessor a favorable written
opinion from legal counsel for Lessee, dated as of the date of this Agreement, satisfactory to
Lessor, with respect to the items set forth in Sections 6.3 and Sea), (b) and (e) hereof.
7.2 Certificate of Resolution. Lessee shall have delivered to Lessor a Certificate of
Resolution or similar document evidencing the resolutions and certification of Lessee (i)
authorizing Lessee to enter into this Agreement; and (ii) naming persons holding certain positions
with Lessee as being authorized to execute the certain Agreement and all necessary documents
related thereto, and such other and further certifications and resolutions as deemed necessary by
Lessor.
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7.3 Certificate(s) of Appropriation. Lessee shall have delivered to Lessor Certificate(s)
of Appropriation wherein Lessee certifies that the payment due or to become due to Lessor under
the Agreement for the fiscal year(s) during the term of the Agreement are within that fiscal year's
budget, and are within an available, unexhausted and unencwnbered appropriation for Lessee's
obligations under the Agreement during such fiscal year.
7.4 Essential Use Letter. Lessee shall have delivered to Lessor an Essential Use Letter
wherein Lessee sets forth the use of the Equipment and that such use is essential to the proper,
efficient and economic operation of Lessee.
SECTION 8. WARRANTIES AND REPRESENTATIONS OF LESSEE
Lessee warrants and represents to Lessor (all such representations and warranties being
continuing) that:
(a) Lessee is a state or a duly organized and validly existing political subdivision or
agency thereof within the meaning of Section 103 of the Internal Revenue Code and the related
regulations and rulings;
(b) This Agreement and all other docwnents relating thereto and the performance of
Lessee's obligations hereunder have been duly and validly authorized by Lessee's governing body,
and executed and delivered by Lessee;
(c) Following the execution of this Agreement, the aggregate amount of outstanding
loans (including the annual obligations of Lessee hereunder) incurred by Lessee pursuant to the
authority contained in Article IX, Section V, Paragraph V of the Constitution of the State of
Georgia of 1983 will not exceed 75% of Lessee's total gross income from taxes it collected during
the preceding calendar year and the aggregate amount of such loans are not in excess of the total
anticipated revenue for the current calendar year; and
(d) All loans incurred by Lessee during the preceding calendar year pursuant to the
authority contained in Article IX, Section V, Paragraph V of the Constitution of the State of
Georgia of 1983 have been repaid in full.
(e) There are no actions or suits pending or threatened which would adversely affect
Lessee's ability to perform its obligations under the Agreement:
SECTION 9. INDEMNIFICATION
To the extent allowed by law, Lessee hereby agrees to indernni:fY, protect and save Lessor
harmless from all liability, obligations, losses, claims, damages, actions, suits, proceedings, costs
and expenses, including attorney's fees, arising out of, connected with, or resulting directly or
indirectly from the Equipment, including, without limitation, the manufacture, selection, delivery,
possession, condition, lease, use, operation or return of the Equipment, which are not attributable
to any negligence on the part of Lessor. The indemnification arising under this section shall
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continue in full force and effect notwithstanding the full payment of all obligations under this
Agreement of Schedule A of this Agreement.
SECTION 10. DISCLAIMER OF WARRANTIES
10.1 No Representations by Lessor. Lessee acknowledges and agrees that it has
selected each item, type, quality, quantity and supplier of Equipment based upon its own judgment
and disclaims any reliance upon any statements or representations made by Lessor, and agrees
that the Equipment is of a design, size, quality and capacity required by Lessee and is suitable for
its purposes.
10.2 LESSOR MAKES NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE OF THE EQUIPMENT OR ANY OTHER
REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT, AND, AS
TO LESSOR, LESSEE LEASES THE EQUIPMENT AS IS.
10.3 Assi2nment of Manufacturer's Warranties. Notwithstanding the foregoing,
Lessor hereby agrees to assign to Lessee, solely for the purpose of making and prosecuting any
such claim, all of Lessor's rights against the manufacturer or supplier to the Equipment for breach
of warranty or other representation respecting the Equipment to the extent the same are
assignable.
SECTION 11. DEFAULT AND REMEDIES
11.1 Definition of Default. Lessee shall be deemed to be in default hereunder upon the
happening of any of the following events of default:
(a) Lessee shall fail to make any rental payment or pay any other sum when due or
shall fail to perform or observe any term or condition or covenant of this Agreement or any
schedule hereto; or
(b) Lessee shall fail to satisfY any of Lessee's bond indebtedness or other material
credit obligations when required under the instruments evidencing such obligations; or
(c) Proceedings under any bankruptcy, insolvency, reorganization or similar legislation
shall be instituted by or against Lessee, or a receiver, custodian or similar officer shall be
appointed for Lessee or any of its property, and such proceedings or appointments shall not be
vacated, or fully stayed, within thirty (30) days after the institution or occurrence thereof; or
(d) Any warranty, representation or statement made by Lessee is found to be incorrect
or misleading in any material respect on the date made; or
( e) An attachment, levy or execution is levied upon or against the Equipment; or
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(f) The Equipment or any part thereof is abused, illegally used, misused, lost,
destroyed or damaged beyond repair.
11.2 Remedies 00 Default. Upon the occurrence of any event of default, Lessor may
exercise anyone or more of the following remedies as Lessor in its sole discretion shall elect:
(a) To declare the entire amount of rent hereunder immediately due and payable as to
any or all items of Equipment without notice or demand to Lessee;
(b) Proceed by appropriate court action to enforce performance by Lessee ofthe
applicable covenants of this Agreement or to recover for the breach thereof including the payment
of rental payments due or to become hereunder or any deficiency therefor following disposition of
the Equipment;
(c) Reenter and take possession of the Equipment wherever situated without any court
order or other process oflaw and without liability for entering the premises and sell, lease,
sublease or make other disposition ofthe same in commercially reasonable manner for the account
of Lessee, and apply the proceeds of any such sale, lease, sublease or other disposition, after
deducting all costs and expenses, including court costs and attorney's fees, incurred with the
recovery, repair, storage and other sale, lease, sublease or other disposition costs, toward the
balance due under this Agreement; and/or
(d) Terminate this Agreement as to all or any part of the Equipment and use, operate,
lease or hold the Equipment as Lessor in its sole discretion may decide.
11.3 Further Remedies. A termination hereunder shall occur only upon notice by Lessor
to Lessee and only with respect to such part or parts of the Equipment as Lessor specifically
elects to terminate in such notice. Except as to those parts of the Equipment with respect to
which there is a termination, this Agreement shall remain in full force and effect and Lessee shall
be and remain liable for the full performance of all its obligations hereunder. All remedies of the
Lessor are cumulative and may be exercised concurrently or separately. The exercise of anyone
remedy shall not be deemed an election of such remedy or preclude the exercise of any other
remedy.
SECTION 12. ASSIGNMENT
12.1 Assi20meot by Lessee. Lessee agrees not to sell, assign, lease, pledge or otherwise
encumber or suffer a lien or encumbrance upon or against any interest in this Agreement or the
Equipment (except for the lien and security interest of Lessor therein) or to remove the
Equipment from its place of installation without Lessor's prior written consent which shall not be
unreasonably withheld. Lessee's interest herein may not be assigned or transferred by operation of
law.
12.2 Assi20meot by Lessor. Lessor may, at any time and from time to time, assign all or
any part of its interest in the Equipment or this Agreement, including without limitation, Lessor's
rights to receive the rental payments and any additional payments due and to become due
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hereunder. Lessee agrees that this Agreement may become part of a pool of agreement
obligations at the Lessor's or its assignee's option. The Lessor or its assignees may assign or
reassign either the entire pool or any partial interest herein. Notwithstanding the foregoing, no
assignment or reassignment ofthe Equipment or this Agreement shall be effective unless and until
Lessee shall receive a duplicate original counterpart of the document by which such assignment or
reassignment is made disclosing the name and address of each such assignee. Lessee covenants
and agrees with Lessor and each subsequent assignee of Lessor to maintain for the full term of
this Agreement a written record of each such assignment or reassignment. Lessee further agrees
that Lessor's interest in this Agreement may be assigned in whole or in part upon terms which
provide in effect that the assignor or assignee will act as a collection and paying agent for any
holders of certificates of participation in this Agreement, provided Lessee receives a copy of such
agency agreement and such collection and paying agent covenants and agrees to maintain for the
full remaining term of this Agreement a written record of each assignment and reassignment of
such certificates of participation.
After the giving of notice described above to Lessee, Lessee shall thereafter make all
payments in accordance with the notice to the assignee named therein and shall, if so requested,
acknowledge such assignment in writing, but such acknowledgement shall in no way be deemed
necessary to make the assignment effective.
SECTION 13. NATURE OF AGREEMENT
Lessor and Lessee agree that it is their intention that, for federal income tax purposes, the
interest of Lessor in the Equipment is as a secured party and the interest of Lessee is as a debtor,
and that Lessor neither has nor will have any equity in the Equipment. It is the Agreement of
Lessor and Lessee that the aggregate rental payments provided for hereunder constitute the
purchase price of the Equipment together with the interest on the unamortized amount thereof
over the term of this Agreement, that each instalhnent of rent constitutes principal and interest, in
accordance with the amortization schedule attached to Schedule A, which fully amortizes the
purchase price of the Equipment, together with interest, over the term of this Agreement, and that
upon the due and punctual payment and performance of the instalhnents of Basic Rent and other
amounts and obligations under this Agreement, title to the Equipment shall vest permanently in
Lessee as provided in this Agreement, free and clear of any lien or security interest of Lessor
therein.
SECTION 14. MISCELLANEOUS
14.1 Waiver. No covenant or condition of this Agreement can be waived except by the
written consent of Lessor. Any failure of Lessor to require strict performance by Lessee or any
waiver by Lessor of any terms, covenants or agreements herein shall not be construed as a waiver
of any other breach of the same or of any other term, covenant or agreement herein.
14.2 Severability. In the event any provision ofthis Agreement shall be determined to be
invalid under any applicable law, rule or regulation such provision shall be deemed void and the
remainder of this Agreement shall continue in full force and effect.
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14.3 Governine: Law. This Agreement shall be construed, interpreted and enforced in
accordance with the laws of the State of Georgia.
14.4 Notice. All notices made or required to be given pursuant to this Agreement shall
be in writing and shall be deemed duly served when mailed, certified or registered mail, postage
prepaid, return receipt requested, to the other party at its address set forth above or at such other
address as such party shall hereafter designate in writing.
14.5 Section Headine:s. All section headings contained herein are for convenience of
reference only and are not intended to define or limit the scope of any provision of this
Agreement.
14.6 Entire Ae:reement. This Agreement, together with the schedules hereto,
constitutes the entire agreement between the parties and this Agreement shall not be modified,
amended, altered or changed except by written agreement signed by the parties.
14.7 Bindine: Effect. Subject to the specific provisions of this Agreement, this
Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns.
14.8 Time. Time is of the essence in interpreting and performing this Agreement and
each and all of its schedules and provisions.
14.9 Venue. All claims, disputes and other matters in question between Lessor and
Lessee arising out of or relating to this Agreement, or the breach thereof, shall be decided in the
Superior Court of Richmond County, Georgia. Lessor, by executing this Agreement, specifically
consents to venue in Richmond County and waives any right to contest the venue in the Superior
Court of Richmond County, Georgia
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as of the day and year first above written.
LESSEE:
LESSOR:
.J By:
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SUNTRUST BANK, AUGUSTA, N.A.
By:
t
Attest:
Its Secretary
[BANK SEAL]
7.~;"7"7""'\
10
Schedule Number I
CERTIFICA TE OF APPROPRIATION
I, Bob Young, Mayor of Augusta, Georgia ("Lessee") hereby certifY that all payments due
under that certain Schedule Number 2 to Master Equipment Lease/Purchase Agreement
("Agreement") dated January 10,2000 between Lessee and SunTrust Bank., Augusta, N.A. for
the fiscal year ending December 31, 2000 are within the current fiscal year's budget for Lessee
and are within an available, unexhausted and unencumbered appropriation for Lessee's obligations
during such fiscal year, as approved by the Augusta-Richmond County Commission.
~ ;Bob Young, Mayor of A
at!
/
IN WITNESS WHEREOF, I have set my han
1Z'fIl day of January, 2000.
11
Schedule Number 2
SCHEDULE TO MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT
This Schedule Number 2 to Master Equipment Lease/Purchase Agreement is attached to
and made a part ofthe Master Equipment Lease/Purchase Agreement between the undersigned
Lessor and Lessee dated as of January, 2000.
LESSOR:
SunTrust Bank, Augusta, N.A.
801 Broad Street
Augusta, Georgia 30901
LESSEE:
Augusta, Georgia
530 Greene Street
Augusta, Georgia 30911
1. EQUIPMENT LEASED. The Equipment leased upon the terms and conditions
contained in the Agreement is as follows:
The equipment more particularly described on the Exhibit A attached hereto and made a
part hereof by this reference.
2. LOCATION OF LEASED EQUIPMENT. The Equipment shall be located at the
following address and shall not be removed therefrom without the prior written consent of Lessor:
Augusta Print Shop
530 Greene Street
Augusta, Georgia
3. COMMENCEMENT DATE. Unless otherwise agreed to by the prior written
consent of Lessor, the date Lessor shall make a payment of the purchase price for the Equipment
to the manufacturer or supplier if such payment is made on the first day of the month; if Lessor
should make payment of said purchase price on the day other than the first day of the month, the
Commencement Date shall be the first day of the month following said payment to the
manufacturer or supplier.
4. LEASE TERM. Unless earlier terminated in accordance with the terms of the lease,
the initial term of this Schedule respecting each item of Equipment shall expire on December 31,
2000. This Schedule shall automatically be renewed for successive one-year periods, commencing
January 1 and terminating December 31 of each year, with the final lease term commencing on
January 1, 2004 and terminating on December 31, 2004 unless Lessee shall give Lessor written
notice fifteen (15) days prior to the expiration of any such one-year term of its election not to
renew this Schedule.
12
'i
5. RENT AL PAYMENTS.
(a) Interim Rent: If the Lessor makes a payment of the purchase price for the
Equipment to the manufacturer or supplier on a day other than the first day of month, Lessee shall
pay Lessor interim rent with respect to such payment in an amount equal to N/ A per annum of
equipment cost multiplied by the number of days from and including date of such payment to the
manufacturer or supplier until the Commencement Date.
(b) The total obligation of Lessee for the calendar year of execution ofthis Schedule
Number 2 shall be $7,429.32. The total obligation of Lessee thereafter shall be as follows:
2001
2002
2003
2004
$7,429.32
$7,429.32
$7,429.32
$7,429.32
Lessee shall pay to Lessor rental in the amounts listed below:
SEE EXlllBIT "B" TO SCHEDULE NUMBER 2
(c) Lessor shall transfer title to the Equipment to Lessee upon (i) payment by Lessee
to Lessor of all of the payments set forth in subsection (b) above, or upon the exercise of the
Lessee's option to purchase set forth in Section 7 of this schedule.
6. INTEREST. A portion of each of the rental payments shall be allocated to interest in
accordance with the amortization schedule( s) which will be attached hereto and made a part
hereof and are labeled Exhibit B.
7. OPTION TO PURCHASE. Lessee is granted a non-assignable option to purchase on
an as is and where is basis all (but no less than all) of the Equipment listed hereon prior to the
expiration of anyone-year term ofthis Schedule 2, thereby vesting title to the Equipment
permanently in Lessee, for a purchase price equal the principal balance shown on the amortization
schedule(s) which will be attached hereto and made a part hereofby this reference plus one dollar
($1.00).
This option to purchase may be exercised by Lessee as of the end of any payment period
during the term of this Agreement and is conditioned upon:
(a) Lessee's having performed all of the terms and conditions of the Agreement
between the parties and all schedules of Equipment thereto and all other agreements between the
parties;
(b) Lessee's giving written notice to the Lessor of its election to exercise the option;
and
13
:: 'j
(c) Lessee's payment of the purchase price in cash at the time ofthe exercise ofthe
option, together with all taxes on or measured by such purchase price.
IN WITNESS WHEREOF, the parties hereto have executed this Schedule to the Master
Equipment Lease/Purchase Agreement as ofthe I ~1)4 day of January, 2000.
LESSEE:
[SEAL)
-::--~7~T".""
LESSOR:
SUNTRUST BANK, AUGUSTA, N.A.
By: ('J o,k_
A~'t:e~slDt
[SEAL)
Attest:
Secretary
14
'fj' ..
EXHIBIT A TO SCHEDULE 2 TO LEASE AGREEMENT
BETWEEN SUNTRUST BANK, AUGUSTA, N.A., AS LESSOR
AND AUGUSTA, GEORGIA, AS LESSEE
DA TED AS OF JANUARY _, 2000
Quantity
Equipment Covered By Lease Ae:reement:
1
GR3770 Duplicating Machine
1
GR1610 Duplicating Machine
1
Stand for GR3770
1
Stand for GR1610
1
SC7500 Computer Interface
1
MBM61 00 Booklet Maker
1
Cables and expansion board
5
Color Cylinders
Purchase price for equipment listed above:
Delivery and Set-up
Total
$30,123.00
$ 300.00
$30.426.00
15
- -
. .
EXHIBIT B TO SCHEDULE 2 TO LEASE AGREEMENT
BETWEEN SUNTRUST BANK, AUGUSTA, N.A., AS LESSOR
AND AUGUSTA, GEORGIA, AS LESSEE
DA TED AS OF JANUARY ~, 2000
See attached amortization schedule prepared by SunTrust dated January 10, 2000.
16
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Schedule Number 3
ESSENTIAL USE LETTER
SunTrust Bank, Augusta, N.A.
P.O. Box 195
Augusta, Georgia 30903
Attention:
Re: Master Equipment Lease/Purchase Agreement Dated
January 10, 2000 (the "Agreement")
Ladies and Gentlemen:
This letter is being written with respect to the use of the Equipment (as that term is
defined in the Agreement) to be leased/purchased by the undersigned under the above-referenced
Schedule Number 2 to the Agreement. The Equipment will be used by Augusta for the purpose
of preparation of printed documents for the use by Augusta.
The undersigned hereby represents that the use of the Equipment is essential to its proper,
efficient and economic operations.
Very truly yours,
Augusta,
Dated this lt1H day of
January, 2000
By:
cf
~
17
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CERTIFICA TE OF RESOLUTION AND AUTHORITY TO
LEASE/PURCHASE EQUIPMENT
I, Lena Bonner, hereby certifY that I am the Clerk of the Council-Commission of Augusta
and custodian of the records of the said Council-Commission, that Augusta is a duly organized
and validly existing political subdivision or agency of the State of Georgia; and that attached
hereto is a true copy of a resolution duly adopted by the Council-Commission of Augusta at a
meeting duly held on the 7th day of December, 1999, at which a quorum was present and acting:
I further certifY that said resolutions are in conformity, and not in conflict, with the charter
and bylaws of Augusta, Georgia and that the same have not been rescinded or modified as of the
date hereof.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of
Augusta, Georgia this 1~1t-4 day of Jj..~. ,2000.
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AM o R T I Z A T ION SCHEDUL E
FORMATION TECHNOLOGIES, INC
Amorl:ized LooUl. 01/10/00
LOAN AXOONT: $30126.00 RATE: 8.3860 TERbl : 60
P'UNDING OATE: 12/09/1999 1ST PAYMENT OATB: 01/15/2000
PAYMENT SCBImULZ: Monthly PERIOD CONVENTION: Act Day 360
PAYMENT SERVICE FEES: $0.00 TOTAL PRmaOMS: SO.OO
PAYMEN'r AMOUN'1': $619.11 .',;.. INTEREST COMPOomlniG: us Rule
----------------------------------------------------------------------------
Pmt# Date Days Payment Interest: PrinCipal Outstanding
Amount Amoun t Reduction Balance
[+l!:s:crowQd)
1 01/15/00 37 619 .11 259.66 359.45 29766.55
2 02/15/00 31 619.11 214.96 404.15 29362.40
3 03/15/00 29 619.11 199.36 420.75 28941.6S
4 04/15/00 31 619.1l. 209.00 410.11 28531. 54
5 05/1.5/00 30 619.11 199.39 419.72 28111.82
6 06/15/00 31 619.11 203.0l 416.10 27695.72
7 07/15/00 30 619.11 193.55 425.56 27270.16
8 OS/15/00 31 619.11 196.93 422.18 26847.98
9 09/15/00 31 619.11 193.8S 425.23 26422.75
10 10/15/00 30 619 . 11 184.66 434.45 25988.30
11 11/15/00 31 619.11. 187.67 431.44 25556.86
12 12/15/00 30 619.11 178.60 -tiO.51 2511.6.35
2000 Tol:als: 7429.32 2419.67 5009.65
13 01/15/01 31 619.11 181.38 437.73 24678.62
14 02/15/01 31 619.11 178.22 440.89 24237.73
IS 03/15/01 28 619.11 158.09 461.02 23776.71
16 04/15/01 31 619.11 171.70 447.41 23329.30
17 05/15/01 30 619.11 153.04 456.07 22873.23
18 06/15/01 31 619.11 ' 165.18 453.93 22419.30
19 07/15/01 30 619.11 156.68 462.43 21956.87
20 08/15/01 31 619.11 158.56 460.55 21496.32
21 09/15/01 31 619 . 11 155.24 463.87 21032.45
22 10/15/01 30 619.11 146.99 472 .12 20560.33
23 11/15/01 31 619.11 148.48 470.63 20089.70
24 12/15/0l. 30 619.11 140.40 478.71 19610.99
2001 Tota.ls: 7429.32 In3.96 5505.36
25 01/15/02 31 619.11 141.62 477.49 19133. SO
26 02/15/02 31 619.11 138.17 480.94 18652.56
27 03/15/02 28 619 .11 121.67 497.44 18155.12
28 04/15/02 31 619.11 131.11 488.00 17667.12
29 05/15/02 30 619.11 123.47 495. G4 17171.48
30 06/15/02 31 619.11 124.01 495.10 16676.38
31 07/15/02 30 619. 11 116.55 502.56 16173.82
32 08/15/02 31 619.11 116.80 502.31 15671.51
33 09/15/02 31 619.11 113 . 17 505.94 15165.57
34 10/15/02 30 619.11 105.99 513.12 14652.45
3S 11/15/02 31 619.11 105.81 513.30 14139.15
36 12/15/02 30 619.11 98.81 520.30 13618.85
2002 Totals: 7429.32 1437.18 5992 .14
37 01/15/03 31 61.9.11 98.35 520.76 130.98.09
38 02/15/03 31 619.11 94.59 524.52 12573.57
39 03/15/03 28 619.11 82.02 537. 09 12036.48
40 04/15/03 31 519.11 86.92 532.19 11504.29
41 05/15/03 30 619.11 80.40 538.71 10965.59
42 06/15/03 31 61.9.11 79.19 539..92 10425.65
43 07/15/03 30 619,11 72.86 546.25 9879.41
44 08/15/03 31 619.11 71. 35 547.76 9331.65
45 09/15/03 31 619.11 67.39 551.72 9779..93
46 10/15/03 30 619.n 61. 36 557.75 8222.18
47 11/15/03 31 619.11 59.39 559.73 7562.45
48 12/15/03 30 619 .11 53.55 565.56 7095.99
2003 Totale; 7429.32 907.36 6521. .96
49 01/15/04 31 619.11 51. 25 567.86 6529.03
50 02/15/04 31 619.11 47.15 571. 96 5957.07
51 03/15/04 29 619.11 40.25 578.86 5378.21
52 04/15/01 31 619.11 38.84 580.27 4797.94
53 05/15/04 30 619 .11 33.53 585.58 4212.36
54 06/15/04 31 619.ll 30.42 588.69 3623.67
55 07/15/04 30 619.11 25.33 593.78 3029.89
Copyright 1.937 by John H. Harland Compa:1Y page: 1
<:rl.',n . .-l R71717RQ("1.' :"J:J-'~'=:I(T Icn',.JJt..WiC +-("'. T T r'u''':H''':.-=- r~'" ~ ILJ"
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A M 0 R T ! Z A T ION S C H B D U L E
FORMATION TgCHNOLOGIES, ~NC
Amortized Loan 01/10/00
LOJ\N JUlOUNT: 530126.00 RA'1"B: 8.3860 TElU(: 60
FUNDING DATE: 12/09/1999 1ST PAYMENT DATE: 01/15/2000
PAYMEN"I' SCHBDULE: Montbl.y PER:ton CONVENTION: Act Day 360
PA~ SBRVICB FEEs: $0.00 TOTAL PREXIUMS: $0.00
PAYMENT AMOUNT: $619.1l._ ,IN'I'EREST COMPOUNDING: :i. US Rule
------------------------------------------------------------------------~---
Pmtt Date nays Pa~ent Interest Principal Outstanding
S6 08/15/04 31 619.11 21.86 597.23 2432.66
57 09/15/04 31 619.11 17.57 601.54 1831.12
58 10/15/04 30 619.11 12.80 606,31 1224.81
59 11/15/04 31 619.11 8.85 610.26 614.55
60 12/15/04 30 619.11 4.30 614.81 -0.26
2004 Total.s:
7429.32
37146.60,
332.17
7020.34
7097.15
30126.26
GRAND TOTALS
Copyright 1997 by John H. Harland Company
page: 2
SO/cO'd 8cTcTc890L
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Kar:.n S. Rogers
Aon "l"lI.!.il'uhvC A:~:;i:.n;),,'
V:;:I: "'9
SUNTRUST
SunTrUSI Bank, Augusta, N,A.
POSI OlliCt! 80x 9.27
AIJ9'JS:::>. Geo~gia 3000.3
Tp.! (706} 821.2291
'"<IX (706) 821,?12H
UC:;\,;C:;UIUI;I '7, 1'7 '7;/
Augusta-Richmond County, Georgia
530 Greene Street
Augusta, GA 30901
RE: Equipment Lease for Print Shop
SunTrust Bank offers the following Equipmenl lease option:
Amount Leased:
$30.126.00
APR
8.5%
T el111
60 mOl1lh:;
Payment5
$619.11
$ t ,00 Option Buyout al Lease End
Payments due monthly begilltiillg. Janu;lry 15.2000 and ending December 15,
2004.
arcn S. Rogers
Administrative Assistant
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