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HomeMy WebLinkAboutSunTrust Bank Augusta Richmond GA DOCUMENT NAME: 'SJ.r\ \'(US\- ~\\ '(.. DOCUMENT TYPE: \e...ase YEAR: C\l9 BOX NUMBER: Q;) F~ENUMBER: \:)Ci)\ NUMBER OF PAGES: 0:;;;; MASTER EQUIP.MENT LEASE/PURCHASE AGREEMENT THIS MASTER EQUIPMENT LEASE/PURCHASE AGREEMENT, dated as of June 28, 1996 ("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-Richmond County, Georgia, a political subdivision of the State (If Georgia whose address is 530 Greene Street, Augusta, Georgia 30901 ("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: 1.1 Numbered Schedules to Agreement, The documents attached hereto and incorporated herein by reference and signed by the parties which, among other things, describe the Equipment to be leased by the Lessor to the Lessee, describe 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 incorporated herein by reference, together and with any and aU 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 of the Equipment and agrees to make the rental payments set forth on the Numbered Schedule executed relative to the Equipment. 1111.A:\AUORlCH.AOIiI: 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 Chan!es. [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 of loss 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 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 1l1\A:\AUORJCH.AOR 2 made pursuant to this agreement, provided the Lessor shall advise the Lessee as to actions or IRS filings required under this paragraph, 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 of the 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 Insoection, 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 Chan?es, Lessee shall be responsible for all charges relating to the transportation of the Equipment to Lessee's location and the 117\A:\A.UORJCH.AOR 3 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 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 of loss 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) purchase 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 by Lessor of Lessee's Responsibilities, Any performance required of Lessee or any 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. 5,11 Internal Revenue Service Form 8038-G, Lessee agrees to timely file all IRS Forms 8038-G wherein Lessee reports its leasing of the EQuipment pursuant to this Agreement in order to preserve the tax-exempt status of the lease payments made hereunder. 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 117\A:\AUORJCH,AOR 4 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 Security A~reement. 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, and any and all proceeds thereof, including without limitation, the proceeds of insurance thereon, The Lessee agrees to execute and deliver all documents, instruments and fmancing statements necessary or appropriate to perfect or maintain the security interest granted 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 of a debtor under such Article 9, To that end, the parties hereto agree that this Equipment Lease/Purchase 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 Equipme"nt is, and shall at all time 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 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, 117\A:IAUORJCH,AOR 5 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 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 8(a), (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. 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 unencumbered 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 documents 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; '17\A:\AUORJCH.AOR 6 (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, I1\TJ>EMNIFICA TION To the extent permitted 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 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 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 117\A:\AUORJCH.AOR 7 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 (t) The Equipment or any material 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 possession of the 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 111\A:\AUORJCllAOR 8 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 Asshmment bv 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 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 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 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, 117\A:\AUORJCH.AOR 9 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 pr'ovided 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 installment of rent constitutes principal and interest, in accordance with the amortizJtion 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 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 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. 14.3 Governinl! 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 Headinl!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. n7\.A:\AUORJCH.AOR 10 14.5 Section Headines, 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 Aereement. 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. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written, LESSEE: LESSOR: AUGUSTA-RICHMOND COUNTY, GEORGIA SUNTRUST BANK, AUGUSTA, N.A. By: (1' Its Ass~nt By: Attest: Attesta~~ Its Secretary [SEAL] [BANK SEAL] 117\A::\AUORJCH.AOR 11 Schedule Number 1 CERTIFICA TE OF APPROPRIATION I, Larry Sconyers, Mayor-Chairman of Augusta-Richmond County, Georgia ("Lessee") hereby certify that all payments due under that certain Schedule Number 2 to Master Equipment Lease/Purchase Agreement ("Agreement") dated June 28, 1996 between Lessee and SunTrust Bank, Augusta, N.A, for the fiscal year ending ~~ 1/, 199~ 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 Council-Commissioners of Augusta-Richmond County on June 18, 1996, IN WITNESS WHEREOF, I have set my ha 111\A:\AUORlCH.AOR 12 cf 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 of the Master Equipment Lease/Purchase Agreement between the undersigned Lessor and Lessee dated as of June, 1996, LESSOR: SunTrust Bank, Augusta, N,A. 801 Broad Street Augusta, Georgia 30901 LESSEE: Augusta-Richmond County, Georgia 530 Greene Street Augusta, Georgia '30901 1. EOUIP1\lENT 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 EOUIPMENT, The Equipment shall be located at the following address and shall not be removed therefrom without the prior written consent of Lessor: The Equipment will be used throughout Augusta-Richmond County, The headquarters of the Sheriff's office which will be using the Equipment is located in the Law Enforcement Center, 401 Walton Way, Augusta, Georgia, 3. COl\1MENCEMENT 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, 1996, This Schedule shall automatically be renewed for successive one-year periods, commencing January 1 and terminating December 31 of each year, with the final 117\A:\AUORlCtlAOR. 13 lease term commencing on January I, 1999 and terminating on June 30, 1999 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. 5. RENTAL 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 of this Schedule Number 2 shall be $0. The total obligation of Lessee thereafter shall be as follows: 1997 1998 1999 $773,992.46 $773,992.46 $773,992.48 Lessee shall pay to Lessor rental in the amounts listed below: Due Date Payment Amount June 27, 1997 June 27, 1998 June 27, 1999 $773,992.46 $773,992,46 $773,992.48 (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 of this 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 hereof by this reference, 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: 117\A:\AUORICH.A.OR 14 (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 not more than sixty (60) days nor less than thirty (30) days prior to the exercise of the option; and (c) Lessee's payment of the purchase price in cash at the time of the exercise of the 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 of the 28th day of June, 1996. LESSEE: AUGUSTA-RICHMOND COUNTY, GEORGIA 1 B. [SEAL] LESSOR: By: Attest: ;?~ [SEAL] 1t7\A.:\AUORlCH.AOR 15 EXHIBIT "A" TO SCHEDULE NUMBER 2 DESCRIPTION OF EQUIPMENT The Equipment includes eighty-nine (89) 1996 Ford Crown Victoria pursuit vehicles and one (1) 1996 Ford Conversion Van as described and equipped in the three (3) Richmond County, Georgia purchase orders directed to Bobby Jones Ford attached hereto, two (2) of which are dated November 15, 1995 and relate to 69 and 20 Ford Crown Victoria police pursuit vehicles and one (1) of which is dated January 31, 1996 and relates to the Ford 150 Conversion Van, the manufacturer's identification numbers of which are attached hereto and 100 sirens described and installed as set forth in the Richmond County, Georgia purchase order directed to Emergency Equipment dated May 8, 1996, 117\A;\AUORJCH.AOR 16 Beginning Principal June 28, 1997 Payment: June 28, 1998 Payment: June 28, 1999 Payment: 117\A.:\AUORiCH.AOR EXHIBIT "B" TO SCHEDULE NUMBER 2 AMORTIZA TION SCHEDULE Principal: Interest: Total Payment: Principal Balance Remaining: Principal: Interest: Total Payment Principal Balance Remaining: Principal: Interest: Total Payment: Principal Balance Remaining: 17 $2,069,273,95 $650,042,95 $123.949,52 $773,992.46 $1,419,231.00 $688,980.52 $85.011,94 $773,992.46 $730,250.48 $730,250.48 $43.742,00 $773,992.48 -0- Schedule Number 3 ESSENTIAL USE LETTER SunTrust Bank, Augusta, N.A, P.O, Box 195 Augusta, Georgia 30903 Attention: Re: Schedule Number 2 to Master Equipment Lease/Purchase Agreement Dated June 28, 1996 (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- Richmond County, Georgia for the purpose of police pursuit vehicles and one conversion van, The undersigned hereby represents that the use of the Equipment is essential to its proper, efficient and economic operations, Very truly yours, Augusta-Richmond County, Georgia Dated this 28th day of June, 1996 111\A:\AUORICH.AOR 18 CERTIFICA TE OF RESOLUTION AND AUTHORITY TO LEASE/PURCHASE EQUIPMENT I, Lenna Bonner, hereby certify that I am the Clerk of the Council-Commission of Augusta-Richmond County, Georgia and custodian of the records of the said Council- Commission, that Augusta-Richmond County is a duly organized and validly existing political subdivision or agency of the State of Georgia; and that attached hereto are a true copy of a resolution duly adopted by the Council-Commission of Augusta-Richmond County, Georgia at a meeting duly held on the 21st day of May, 1996, at which a quorum was present and acting throughout and a true copy of resolution duly adopted by the Council-Commission of Augusta-Richmond County, Georgia at a meeting duly held on the 18th day of June, 1996, 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-Richmond County, 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-Richmond County, Georgia this 28th day of June, 1996, 4MaVllMlfi/ [SEAL] II7I.A:\AUORJCH.AOR 19 . , \, RESOLUTION DECLARING OFFICIAL INTENT OF REIMBURSEMENT OF CAPITAL EXPENDITURES BE IT RESOLVED by the Augusta-Richmond County Commission- Council (the "Governing Body") of Augusta-Richmond County (the "Governmental Unit"), as follows: Section 1, Reci tals , (a) The Internal Revenue Service has issued Section 1,150-2 of the Income Tax Regulations (the "Regulations") dealing with the issuance of obligations, all or a portion of the proceeds of which are to be used to reimburse the Governmental Unit for proj ect expenditures made by the Governmental Unit prior to the date of issuance of the obligations. (b) The Regulations generally require that the Governmental Unit make a declaration of its official intent to reimburse itself for such prior expenditures out of the proceeds of a subsequently issued borrowing, that the borrowing occur and the reimbursement allocation be made from the proceeds of such borrowing within 18 months of the payment of the expenditure or, if longer I within 18 months of the date the proj ect is placed in service or abandoned but in no event more than three years after the expenditure is paid, and that the expenditure be a capital expenditure, (c) This Governing Body has determined that it is necessary and in the best interests of the Governmental Unit to acquire certain (1996 Sheriff's Department Vehicles) described on Schedule A hereto (the "Equipment"), The Governmental Unit intends ,.. .. '\:.. to finance all or a portion of such Equipment cost through the entering into of a lease-purchase agreement, the interest on which is intended to be excludable from the gross income of the recipient for federal income tax purposes (the "Lease"). The Governmental Unit expects to make expenditures for costs relating to the Equipment after the date of this resolution (or has made such expenditure no longer than 60 days prior to the date of this - resolution) and prior to the entering into of such Lease. Section 2 . Official Intent Declaration. The Governmental Unit reasonably expects to reimburse the expenditures it will make or has made in the last 60 days for costs of the acquisition of Equipment out of the proceeds of the Lease to be incurred by the Governmental Unit in a maximum principal amount of $2,069,273.95 after the date of payment of all or a portion of such acquisition costs, All reimbursed expenditures shall be capital expenditures as defined in Section 1.150-l(h) of the Regulations. Section 3. Reimbursement Allocations. The Governmental Unit's. financial officer shall be responsible for making a written reimbursement allocation described in the Regulations, being generally the transfer of the appropriate amount of proceeds of the Lease to reimburse the source of temporary financing used by the Governmental Unit to make payment of the prior costs of the Equipment, Each allocation shall be evidenced by an entry on the official books and records of the Governmental Unit maintained for '.. \-:;. the Lease, shall specifically identify the actual prior expenditure being reimbursed or, in the case of reimbursement of a fund or account in accordance with Section 1.150-2, the fund or account from which the expenditure was paid. Such allocation shall be made within 30 days of the issuance of the Lease. Section 4. BE IT RESOLVED that the Comptroller and County shall review the proposals of GE Capital Public and Banc One Kentucky Leasing Corporation and other proposals regarding the 1996 Police Vehicles and present to the Commission-Council the best proposal. 9- Adopted this :/- day of t 1li~#~ erk