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HomeMy WebLinkAboutMaster Equipment Lease/Purchase Augusta Richmond GA DOCUMENT NAME MttSkrfqlU pmerW uaselj)ft&itLS~ DOCUMENT TYPE: l;f..lIS t, YEAR: a C()o BOX NUMBER: t D FILE NUMBER: ,1-\<6 3Q NUMBEROF PAGES: J>/ 'i .' , . t..,-\.... . ~i' MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT . THIS MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT, dated as of January 10, :WOO ("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 ("Les:;or") 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 her~inafter defined) to Lessee and Lessee desires to lease the Equipment from Lessor, pursuant to the terms and conditions hereinafter Sl~t forth: NO~V, 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: 1.1 J~umbered Schedules to Agreement. The documents attached hereto and incorporated. herein by reference and signed by the parties which, among other things, describes the Equiprn,ent to be leased by the Lessor to the Lessee, describes the lease term for the Equipment hsted thereon and Lessee's obligations with respect to payment. 1.2 ]E:Quipment. The,personal property enumerated on the Numbered Schedules ofthis Agreement now or hereafter attached hereto and incorporated herein by reference, together and with any and! all additions, modifications, attachments, replacements and parts thereof. 1.3 :~cceptance 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 ;~cceDtance Certificate. Form by which Lessee accepts delivery of the Equipment and agrees to make the rental payments set forth on the Numbered Schedule executed relative to the Equipm~~nt. 1 .. 'i ~ t~ .. ,... SECTION 2, LEASE Les~:or hereby rents and leases to Lessee, and Lessee hereby rents and leases from Lessor, the Equipm::nt listed on any of the Numbered Schedules attached to this Agreement and incorporated herein by reference. SECTION 3. TERM Except as otherwise expressly provided herem, 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 foUoiling such Commencement D?te, but shall thereafter automatica1iy be e>...1ended for successive one year periods in accordance with the Numbered Schedules ofthis 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 Chal"2es. [RESERVED] 4,4 Abatement ofPavments. 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 terrninated 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 Adjustment. Lessee represents that it will take no action which will directly or indirectly affect the tax exempt character of the 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 Lesse,e as to actions or IRS filings required under this paragraph. 2 .' r~ _,-', SECTION 5. RESPONSIBILITIES OF LESSEE 5.1 rare and Use. Lessee shall use the Equipinent 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 of the Equipment as may from time to time become worn out, lost, stolen, destroyed or damaged or ;tts 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 ptilities. 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 :r axes. 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 ,:\.lterations. 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 :rransportation and Installation Cbal1!es. Lessee shall be responsible for all charges relating to the transportation of the Equipment to Lessee's location and the installation at such locatioil; 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 \\-ithin ten (10) days. 5.7 ;Responsibilitv 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 3 t (j in the possession or under the custody and control of Lessee, notwithstanding the expiration or other termination of this Agreement. 5.8 Risk of Loss. Lessee shall bear all risk ofloss to the Equipment, and in the event of loss or damage thereto, Lessee shall at its option'either (i) continue to make the rental payments due hereunder and repair or replace the Equipment as mutually agreed between Lessee and Lessor (ii) purchas(: the Equipment for an amount equal to the remaining purchase option balance as set forth in the ,amortization schedule attached to Schedule A of this Agreement. 5.9 Performance bv Lessor of Lessee's Responsibilities. Any performance required of Lessee or allY payments required to be made by Lessee may, if not timely performed or paid, be performed or paid by Lessor, and in that event, Lessor shall be immediately reimbursed by Lessee for these payments and for any costs and expense, associated with the payments or other performance by Lessor, with interest thereon at the maximum legal rate of interest in effect at the time of such performance. Legal fees reimbursed shall not exceed' 15% of the amount paid or cost incurred by Lessor. 5,10 Financial Statements. Lessee agrees that it will furnish Lessor at such reasonable times as Lessor shall request current financial statements (including without limitation Lessee's annual budget as submitted or approved) and permit Lessor or its agents and representatives to inspect Lessee's books and records and make extracts therefrom. Lessee represents and warrants to Lessor that all financial statements which have been delivered to Lessor fairly and accurately reflect Lessee's financial condition and there has been no material adverse change in Lessee's financial condition as reflected in the statements since the date thereof. SECTION 6, EQUIPMENT 6.1 Title. Title to the Equipment and any and all additions, repairs, replacements or modifications thereto, shall be deemed to be in Lessor until the completion of all rental payments specified in Schedule A, at which time Lessor shall transfer such title to Lessee free and clear of any lien or security interest of Lessor therein. By execution of this Agreement, Lessee hereby transfers to Lessor any right, title or additions, repairs, replacements or modifications thereto. 6.2 Securitv Agreement. Anything in Section 6.1 hereof to the contrary notwithstanding, Lessee hereby grants to Lessor, as security for all of the obligations of Lessee hereunder, a security interest in any and all of Lessee's right, title and interest in and to this Agreement, the Equipment, all additions, attachments, accessions, substitutions and replacements thereto, and' rental payments due or to become due hereunder, ~d any and all proceeds thereof, including without limitation, the proceeds of insurance thereon. The Lessee agrees to execute and deliver all documents, instruments and financing statements necessary or appropriate to perfect or maintain th(: security interest gr~ted hereby. At the request of Lessor, Lessee will keep and maintain a conspicuous marking or tag on the ;Equipment that a security interest therein is held by Lessor. It is the intention of the parties hereto that the relationship between such parties created herein is that the Lessor be the equivalent of a secured party under Article 9 of the Uniform Commercial Code as in effect from time to time in Georgia and that the Lessee be the equivalent 4 ? I'} of a debtor lmder such Article 9. To that end, the parties hereto agree that this Equipment LeaseIPurchase 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 i:ime. 6.5 ;lnspection. Acceptance and Written Notice of Defects. Immediately upon receipt and installafion of the Equipment, Lessee shall inspect the Equipment. Unless Lessee gives Lessor writt'en notice of each defect or other proper objection to the Equipment before the execution of the 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 performing 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 of the following conditions: .' 7.1 ~Dpinion ofCounseI. Lessee?~ 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 8(a), (b) and (e) hereof. ' 7.2 jCertificate of Resolution. Lessee shall have delivered to Lessor a Certificate of Resolution (ir similar document evidencing the resolutions and certification of Lessee (i) authorizing ]l.,essee to enter into this Agreement; and (ii) naming persons holding certain positions with Lessee as being authorized to execu.te ~he certain Agreement and all necessary documents related thereto, and such other and further certifications and resolutions as deemed necessary by Lessor. 5 1~ ,.., 7.3 Certificate(s) of Appropriation. Lessee shall have delivered to Lessor CertiDcate(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 unencumbered appropriation for Lessee's obligations Imder 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 lmd rulings; (b) This Agreement and all other documents relating thereto and the performance of Lessee's obhgations 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 ofthe 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 indemnify, 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 6 .' 7' . . ..-, 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 bv 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 EQillPMENT OR ANY OTHER REPRESENTATION OR WARRANTY WITH RESPECT TO THE EQUIPMENT, AND, AS TO LESSOR, LESSEE LEASES THE EQUIPMENT AS IS. 10,3 Assignment 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. Les?ee 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 her,~to; or (b) Lessee shall fail to satisfy any of Lessee's bond indebtedness or other material credit obligaitions 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 fOJ Lessee or any of its property, and such proceedings or appointments shall not be vacated, or flllly 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 mcorrect 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 7 f -. (f) The Equipment or any part thereof is abused, illegally used, misused, lost, destroyed or damaged beyond repair. 11.2 Remedies on 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 of the 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 possessionofthe Equipment wherever situated without any court order or other process of law and without liability for entering the premises and sell, lease, sublease or make other disposition of the 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, n;:pair, storage and other sale, lease, sub!ease 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 reIlliLin 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 Assi~nment 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 i[ 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 Assi~nment bv 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 8 " 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 of the Equipment or this Agreement shall be effective unless arid 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'~; 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 c'ertificates 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 descnbed 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 Le~:sor neither has nor will have any equity in the Equipment. It is the Agreement of Lessor and Lessee that the aggregate rentaI payments provided for hereunder constitute the purchase pri.ce of the Equipment together with the interest on the unamortized amount thereof over the tenn 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 installments 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 coru:ent of Lessor. Any failure of Lessor to require strict performance by Lessee or any waiver by L,essor 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 Severa b ilitv. In the event any provision of this 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. 9 i. :~ 14,3 Governing 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 Headings. All section headings contained herein are for convenience of reference oruy and are not intended to define or limit the scope of any provision of this Agreement. 14.6 Entire Agreement. 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 ~greement signed by the parties. 14,7 Binding Effect. Subject to the specific provisions of this Agreement, this Agreement :;hall be binding upon and inure to the benefit of the parties and their respective successors ,md assigns. 14,8 Time. Time is of the essence in interpreting and perfonning 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 ofRiI::hmond County, Georgia ' IN ~NITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written. LESSEE: LESSOR: AUGU~/GEORGIA ? B~:-JiPf: ~ .}i)lJ ./ - . . Attest: A .' By: ,.. Its':' ePk{ 0< t:::::~ .~ ~ f. ',:Ll.~/~ # ~ [CO!1t~T~~~~~~l- ; iE,' . /- "... . ",. , -::",....-- \\ -</;"...- ....--- --.-.... \. '//7'...,. ---- ~ "- /, ",-",:"",.,. ../' .~~.:.-::---_. Attest: Its Secretary . [BANK SEAL] 10 .... Schedule Number 1 CERTIFICATE OF APPROPRIATION I, Bob Young, Mayor of Augusta, Georgia ("Lessee") hereby certify that all payments due under that ce:rtain 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 Jiscal year, as approved by the Augusta-Richmond County Commission. IN 'WITNESS WHEREOF, I have set my ban , 1Z-n' day of January, 2000. i 11 .. ~ . Schedule Number 2 SCHEDULE TO MASTER EQUIPMENT LEASEIPURCHASE AGREEMENT This Schedule Number 2 to Master Equipment LeaselPurchase Agreement is attached to and made a part of the Master Equipment LeaselPurchase 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. EiQUIPMENT 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 hereofby 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 ofLc~ssor, the date Lessor shall.make a payment of the purchase price for the Equipment to the manuficturer.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 tenn 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 .. r,; 5, RENTAL PAYMENTS. (a) Interim Rent: If the Lessor makes a payment of the purchase price for the Equipment toO 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 of this 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 EXHIBIT "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 opti:on 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 any one-year term of this Schedule 2, thereby vesting title to the Equipment permanently in Lessee, for a purchase price equalthe principal balance shown on the amortization ~chedule(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 tenns 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 .' ~ (c) Lessee's payment of the purchase price in cash at the time ofthe exercise of the option, together with all taxes on or measured by such purchase price. IN \VITNESS WHEREOF, the parties hereto have executed this Schedule to the Master Equipment LeaseIPurchase Agreement as of the I z.-p.I day of January, 2000. LESSEE: By: :t ~ Attest: LESSOR: SUNTRUST BANK, AUGUSTA, N,A, ,(\ (j \ By:_ l;LJl~/l ..b:lji~t.lII't Vice Presi8ent Attest: Secretary .' 14 q-. :;r ~,-t[r 1J ~~ ""'r.1" -'-: ~ j.~ ~: _.-::..~~- : ~ =- ~ ;:,.~Ii - Ir... ~ F-'i [SEA:}j] - 1- , ;.~& :,:<~ ~;'-~k" j ,/ ; ',~"'" ----.. - .~. ,:~.: ~. .,:;;.. ...... ~~ ~ j- \'7_ ..... _' ,.~~ J.- '\.. "';- ,-,,,,,,____.-. ..(~~ .k '\.. 'ii~-.._",--'" .. ..,.~ ....,'-. II' t~.,.... _.....: .....~ """~ ~~...._::;.-'~. [SEAL] . ;, 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 Quantitv EQuipment Covered Bv Lease Aereement: 1 GR3770 Duplicating Machine 1 GR1610 Duplicating Machine 1 Stand for GR3 770 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 T otaJ $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 12::., 2000 See attached amortization schedule prepared by SunTrust dated January 10, 2000. 16 . "J 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 detined'in th'e 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 lmdersigned hereby represents that the use of the Equipment is essential to its proper, efficient and economic operations. Very truly yours, Augusta, By: '\ktJ ""I Dated this ) Z 1H day of January, 2000 ~ 17 ,- " , .. CERTIFICA TE OF RESOLUTION AND AUTHORITY TO LEASE/PURCHASE EQUIPMENT I, Le:na Bonner, hereby certify that I am the Clerk of the Council-Commission of Augusta and custodi:m 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 resolutipn 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 August~ Georgia and that the same have not been rescinded or modified as ofthe date hereo f. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of Augusta, Georgia this I ~,.j.l day of Jt...t4. ,,,,I ~fJl\/ 'W , 2000. '"i'"\J~'(j't:J ~_' ~~.~~~~"~-J ~ '-.~ " - .. ':li- - _. _ 1:\.. ~9- ~ -~-'.,. "A:i /J / ...c , / :~]':W?~~~.._~. ~ II '-, - - - 7';1 - I' .- v _ ~. :'~':'~"I'_'::-'" ,;( Co ~ [COUNTY SE A'T,:1~ $ :,~,c~ "j::"'T"" ;;,.. ru..:1~ ~ .,:..:=.~..! .;~~ : ~'_ ' " ~ ~~ -.... ~ "\........ ..L' ~ ! , 1:7;.- - ~ ~-.;- '\... ~.i' - -.__ _--.. ,..:;:: ." ~ ~ ---- -, "J \., 'Fr~~__~ ~~.....,' '''___.'If:..,., _: -~:""':~~~---- 18 .' .., .AMORTIZATION SCEED'tl'LE FORMATION TECHNOLOGIZS, !NC ~orti~ed Lo~ 01/10/00 LOAN AMO~: $30126.00 ~TE: 8.3860 TERM: 60 YUND!~G DA~E, 12/09/1999 1ST PA~ DATE: 0~/lS/2000 :?A~ SCHxnm..:::: 2lloc'thJ.y PERIOD CON'lnnn'ION: Act. Dav 360 PA~'7 SER.YICE TEES: SO.OO TOTAL PR.3MIUMS: SO.OO' PA~ AMOON"1': S619.11 INTEREST COMPommING: US Rule ----------------.------------------------------------------------------------ 13 14 15 16 17 18 19 20 21 22 23 24 ~~... ....... Date .1 :2 .3 4 5 6 7 8 9 10 11 12 01/15/00 02/15/00 03/15/00 04/15/00 05/15/00 06/15/00 07/15/00 OS/15/00 09/15/00 10/15/00 11/15/00 12/15/00 2000 Totals: 01/15/01 ,31 02/15/01 ,31 03/15/01 28 04/15/01 :31 OS /15 /01 :30 06/15/01 :3l 07/15/01 :30 08/15/01 :31 09/15/01 :31 10/15/01 :30 11/15/01 31 12/15/01 30 2001 Totals: 25 26 27 28 29 30 31 32 33 .34 35 36 01/15/02 :11 02/15/02 ~11 03/15/02 :!8 04/15/02 ~Il 05/15/02 ~IO 06/15/02 ~11 07 /.1SI0~ ~IO 08/15/02 ~;1 09/15/ 02 ~;l 10/15/02 ~:o 11/15/02 ~,1 12/15/02 ~,O 2002 '!otals: 37 :;8 39 40 41 42 43 44 .4- .::l 46 47 4S 01/15/03 31 02/15/03 31 03/1S/03 28 04/1S/03 31 05/15/03 30 06/15/03 31 07/15/03 30 08/15/03 31 09/15/03 31 10/15/03 30 11115/03 31 12/15/03 30 200~ Tota.l=:: '!9 50 51 52 53 S..; 1:;- _::l 01/15/0'! 31 02/13/04 31 03/15/04 29 O~/15/04 :n 05/15/04 30 0:/15/0'; 31 Oi/15/04 30 Ilays 37 31 2.9 31 :30 31 30 31 31 30 31 30 Paymetlt A:nouct 619 .11 6'1.9.11 61.9 . 11 619.11. 619 .11 61.9.l.1 619 . 1.1 619.11 61.9.11 619 . 11 619, U. 619 .ll 7429.32 619.11 61.9.11 619 . 11 619,11 0l9.l1 619.11 519.11 51..9.1l. 61.9 . 11 619. 11 619.1l. 619.11 7~29.32 619 .11 619.11 619.11 019.11 619 . 11 619.11 619.11 61.9.11 61.9.11 619. U. U9.l1 619.l1 7429.32 619.11 619.11 6B .11 619.11 6l.9:11 61.9 .11 619,11 619. 11 619 .1l 519.11 G19.11 519.11 742.9.32 Cl9.n 619.11 619.11 619.11 619.11 619.11 619.11 Interest AaO'W:. t 259.66 214,.96 198,36 209..00 19.9.3.9 203.01 193.55 1.96~93 193.88 184.66 187.67 178.60 241.9,67 181.38 178.22 158.09 171.70 163,04 165.18 156.68 158.56 155.24 l46.9.9 148.4"8 140.40 19Z3.96 1.0:1.52 138.17 121.67 131.11 123.47 124.01 lH.55 116,80 113 .17 105.99 105.8l. 98.8~ 1437.18 9S.35 94. 5.9 82.02 86..92 80.40 79.1.9 72.86 71. 35 67.39 61.36 59.3S 53.55 907.36 51. 25 47.15 40.25 32.24 33.53 30,42 25.33 COP}~~S~: 1.9.97 by Jo~ E. 3a=1~e C~a=y principal Reductioc r+X~crowQd) 359.45 404,15 420.75 410.11 ' 419 . 72 416 .10 425.56 422.18 425.23 434.4S 431.44 440.51 5009.65 437.73 440.89 461.02 447.41 iS6.07 4.53.93 462.43 460,55 453.87 472 .12 470.63 47S.7:1. 5505.35 477.49 480..94 497.44 48S.00 495.64 495.10 502.56 502.31 505.94 513.12 513.30 520.30 5992.14 520.76 524.52 537.09 532.19 538.71 539.92 SH.25 547.7G ,551.72 557.75 559.73 555.55 6521. 95 55;.86 571. 9S Si8.86 530.27 SaS.S6 S2a.69 593.75 page: . Ol: t s tandi:lg Balance 29766.55 2.9362.4.0 28941. tiS 28531.54 28111.62 27695.72 27270,16 26847.98 26422.75 25988 .30 25556.85 25116.35 24678.62 24~37.'3 23776.71 23329.30 22873.23 224l.9.30 21956.87 4ll496.32 21032.45 20560.33 20089.70 19610.99 H133.50 18652.55 18155.12 17667.12 17171.48 165i6.38 15173.82 15671.51 15165.57 14552.45 14139.15 13618.85 13098.09 12573.57 12036.48 11504.2.9 10965. sa 10425.55 .9879.41 9331.65 8779.93 8JJ2.1B 7552.45 7095.89 6529.03 5957.07 5379.21 -:797.94 4212.35 3623.67 3029.89 a' 1:1 A M 0 ~ T I Z A T ION S C H E 0 U L E YO~~T!ON TECRNOLOGZES, INC Amorti:ed Loan 01/10/00 LOAN AMOUNT: 530126,00 ~TB: 8.3860 TERM: 60 ~~NG OATE: 12/09/1999 1ST PAYMENT DATE: 01/15/2000 PAYMEN'I' SCREPUL!:: Monthl.:y PERJ:OD CONV'ENTI.ON: Act Day 360 PA~ SE..1'tVICE FEi~S: $0.00 TOTAL PRmam!S: $0,00 :?AYXZm' AMOUNT: $619.11 IN'!'EREST COMPOUNDING: US Rule ------------------.---------------------------------------------------------- ht# Oate Day's Pay1l1e.::l.t Interest PrinC:ipaJ. Outstanding 56 08/15/04 31 619.11 21.86 597.23 24.32.66 57 09/1.5/0~ 31 619.11 17,57 601.54 1831.12 58 10/15/04 30 619.11 12.80 606.31 1224.81 S9 n/1S/04 31 619.11 8.85 610.26 614.55 60 12/B/04 30 619.11 4..30 614.81 -0.26 2004 Tota.ls: 7429.32 332.17 7097.15 GRAND TOTALS 371H.60 7020.34 30126.26 , . . Copy=ight 1997 by Joho H. Ha=land Company page: 2 . , ~ ~ ,t ~ > ~ Kar:'n S. Rogers .:,..."":n '.'u!r.~r'J"vC k~~i:.:~;)nl V:,~: "'9 SUN'TRUSI SunT;ruSI Bank. Augusta, N.A. PI':!;: OffiCO 6cx 927 AugIJ:;:Q. Geo:gia 30::'-:3 j~i (706} 82j.2291 J.:c;x (i'06) 821.?l2H / 1J1:1.;t::I,:I u\,;/ Y, 1;:1;:17 Augw;t.a-Richmond County, Georgia 530 Greene Street Auguma, GA 30901 RE: Equipment Lea.~e for Print Shop SunTl'ust Bank offers the following Eqtlipm~nllcil.se option: A1110unt Lt::ascd: $30.126.00 APR 8.5% Term 60 months Payment~ $619.1.1 .s 1.00 Option Buyout al Lease End Paym(~nts due monthly ~egiMling hnuary 15.2000 and ending December .15, 2004. Resarp ~s.Rog- Administrative Assistant