HomeMy WebLinkAboutOffice of Administration
Augusta Richmond GA
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Office oflbe AdminiStrator
George R. Kolb
Administrator
-,.10
Room 801 - Municipal Building
530 Greene Street - AUGUSTA; GA. 30911
(706) 821-2400- FAX (706).821-2819
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April 6, 2004
Mr. David Persaud
Finance Director
530 Greene Street
. Augusta, GA 30911
Dear David:
The Augusta-Richmond County Commission, at their regular meeting held Tuesday, April 6, 2004
took action on the following items.
14. Approved the lease for One A1Jon 600 Compactor for Public Works Department ...: Solid Waste
Division from A1jon, Inc. of Ottumwa, Iowa for $8,798.70 per month for 60 months. (Approved by
Finance Committee Mar~ 29, 2004) .
15. Approved.the acquisition of One (1) Compact Pickup Truck for the Utilities Department _ Water
I Production. Division from Bobby Jones Ford of Augusta, Georgia for $15,245.43 (lowest bid offer
on Bid 03-.120). (Approved by Finance Committee March 29.-2004) .
" ,
28. Approved Public Off!cialliability coverage with Landmark Insurance Company. (Approved by
Finance Committee M(3rch 29, 2004)' . .
30. Approved 2005 Budget Calendar. (Approved by Finance Committee March 29, 2004) .
If you have'any questions, please contact me.
Yours truly,
.7~~
Peggy Seigler
Assistant to the Administrator
. .
cc: Ms. Geri Sams
Mr. Max Hicks
Mr. Ron Crowden
Ms. Sandy Wright
Ms. Donna Williams
04-06-04: #14, #15, #28, #30
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LESSEE:
City of Augusta
530 Greene St. Rm 105
Augusta, GA 30911
LESSOR:
Leasing 2, Inc.
1720 West Cass Street
Tampa, FL 33606-1230
A<:s:N bOv \..O~~qorz.-
60- ~oontS
Dated as of March 10, 2004
This Lease-Purchase Agreement (the "Agreement") dated as of March 10, 2004 by and between Leasing 2, Inc, ("Lesso~'), and City of Augusta ("Lessee"), a body corporate and
politic duly organized and existing under the laws of the State of Georgia ['State'').
WITNESSETH:
WHEREAS, Lessor desires to lease the Equipment, as hereinafter defined, to Lessee, and Lessee desires to lease the Equipment from Lessor, subject to the terms and conditions of
and for the purposes set forth in this Agreement; and
WHEREAS, Lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein;
NOW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows:
ARTICLE I COVENANTS OF LESSEE
Section 1.01 Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as follows:
(a) Lessee is a public body, corporate and politic, duly organized and existing under the Constitution and laws of the State.
(b) Lessee will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as a body, corporate and politic.
(c) Lessee is authorized under the Constitution and laws of the State to enter into this Agreement and the transaction contemplated hereby, and to perform all of its obligations
hereunder.
(d) Lessee has been duly authorized to execute and deliver this Agreement under the terms and provisions of the resolution of its governing body, attached hereto as Exhibit A, or by
other appropriate official approval, and further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order 10 ensure the
enforceability of this Agreement, and Lessee has complied with such public bidding requirements as may be applicable to this Agreement and the acquisition by Lessee of the Equipment
hereunder, Lessee shall cause to be executed an opinion of its counsel substantially in the form attached hereto as Exhibit B.
(e) During the term of this Agreement, the Equipment will be used by Lessee orily for the purpose of performing one or more essential governmental or proprietary functions of Lessee
consistent with the permissible scope of Lessee's authority and will not be used in a trade or business of any person or entity other than the Lessee.
(I) During the period this Agreement is in force, Lessee will annually provide Lessor with such current financial statements, budgets, proof of appropriation for ensuing fiscal year or such
olher financial information relating to the decision of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee.
(g) The Equipment will have a useful life in the hands of the Lessee that is substantially in excess of the Original Term and all Renewal Terms
(h) The Equipment is, and during the period this Agreement is in force will remain, personal property and when subjected to use by the Lessee under this Agreement. will not be or
become fixtures.
ARTICLE II DEFINITIONS
Section 2.01 The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Agreement" means this Lease-Purchase Agreement, including the Exhibits attached hereto, as the same may be supplemented or amended from time to time in accordance with the
terms hereof.
"Commencement Date" is the date when Ihe term of this Agreement begins and Lessee's obligation to pay rent accrues, which shall be the commencement date shown on the Exhibit E
Payment Schedule.
"Equipment" means the property described in Exhibit 0 and which is the subject of this Agreement.
"Lease Term" means the Original Term and all Renewal Terms provided for in this Agreement under Section 4,01.
"Lessee" means the entity which is described in the first paragraph of this Agreement and which is leasing the Equipment from Lessor under the provisions of this Agreement.
"Lesso~' means (i) Leasing 2, Inc" acting as Lessor hereunder; (ii) any surviving resulting or transferee corporation; and (iii) except where the context requires otherwise. any
assignee(s) of Lessor.
"Original Term" means the period from the Commencement Date until the end of the fiscal year of Lessee in effect at the Commencement Date
"Purchase Price" means the amount indicated with respect to any date after payment of all Rental Payments (defined below) due through such date. all as set forth In Exhibit E hereto. or
Supplemental Exhibit E hereto, as the case may be,
"Renewal Terms" means the automatic renewal terms of this Agreement as provided for in Article IV of this Agreement. each having a duration of one year and a term co. extensive With
the Lessee's fiscal year. except the last of such automatic renewal terms which shall end on the due date of the last Rental Payment set forth in Exhibit E to this Agreement
"Rental Payments" means the basic rental payments payable by Lessee pursuant to the provisions of this Agreement during the Lease Term, payable In consideration of the right of
Lessee to use the Equipment during the then current portion of the Lease Term. Rental Payments shall be payable by Lessee to the Lessor or its assignee in the amounts and at the
times during the Lease Term. as set forth in Exhibit E of this Agreement.
''Vendo~' means the manufacturer of the Equipment as well as the agents or dealers of the manufacturer from whom Lessor purchased or is purchasing the Equipment.
ARTICLE III LEASE OF EQUIPMENT
Section 3.01 Lessor hereby demises, leases and lets 10 Lessee. and Lessee rents, leases and hires from Lessor, the Equipment, in accordance WIth the provisions of this Agreement to
have and to hold for the Lease Term.
ARTICLE IV LEASE TERM
Section 4.01. Commencement of Lease Term The Original Term of this Agreement shall commence on the Commencement Date as indicated by the date of the Agreement and shall
terminate on the last day of Lessee's current fiscal year. Lessee may renew this Agreement beyond the expiration of the Original Term, or beyond the expiration of any subsequent
Renewal Term, up to the number of additional fiscal years provided in Schedule E of this Agreement by appropriating sufficienl funds to make scheduled Renlal Payments for the
ensuing fiscal year (each a "Renewal Term"). Terms and conditions during any Renewal Term shall be the same as the terms and conditions during Ihe Original Term, except that the
Rental Payments shall be as provided in Exhibit E of this Agreement.
Section 4.02. Termination of Lease Term. The Lease Term will terminate upon the earliest of any of the following events:
(a) The expiration of the Original Term or any Renewal Term of this Agreement and the non.renewal of this Agreement in the event of non-appropnation of funds pursuant to Section
6.07;
(b) The exercise by Lessee of the option to purchase the Equipment before expiration of this Agreement granted under the provisions of Articles IX or XI of this Agreement;
(c) A default by Lessee and Lessor's election to terminate this Agreement under Article XIII; or
(d) Payment by Lessee of all Rental Payments authorized or required to be paid by Lessee hereunder.
Section 4.03. Return of Equipment on Termination. Upon expiration or earlier termination of the Original Term or any Renewal Term under any provision of this Agreement at a time
when Lessee does not exercise its option to purchase the Equipment granted under the provisions of Articles IX or XI of this Agreement, Lessee hereby agrees to deliver the Equipment
to Lessor packaged or otherwise prepared in a manner suitable for shipment by truck or rail common carrier to a location specified by Lessor. All expenses resulting from' the return of
Equipment on Termination will be borne by Lessee.
ARTICLE V ENJOYMENT OF EQUIPMENT
Section 5.01 Lessor hereby covenants to provide Lessee during the Lease Term with quiet use and enjoyment of the Equipment, and Lessee shall during the Lease Term peaceably and
qUietly have and hold and enjoy the Equipment, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement.
Lessor shall have the right at all reasonable times during business hours to enter into and upon the property of Lessee for the purpose or inspecting the Equipment.
_",I'....~l". '"
Section Ul1. Rental Payments to Constitute a Current Expense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rental Payments hereunder
. shall constitute a current expense of Lessee payable out of its available non-ad valorem revenues and shall not in any way be construed to be a debt of Lessee in contravention of any
applicable constitutional or statutory limitations or requirements concerning the creation of indebtedness by Lessee. Nothing contained herein shall constitute a pledge of the Lessee's
general tax revenues, funds or monies. .
Section 6.02. Payment of Rental Payments. During the Original Term and during each Renewal Term elected by Lessee, Lessee, shall pay ~ental Payments, exclusively from legally
available funds, in lawful money of th~ United St<\tes of America to Lessor or, in the event of assignment by Lessor, to its assignee, in the amounts and on the dates set forth in Exhibit E
hereto. Rental Payments shall be in consideration for Lessee's use of the Equipment during the applicable year in which such payments are due.
Section 6 03 Interest and Principal Comoonents. A portion of each Lease Rental Payment is paid as, and represents payment of, interest, and the balance of each Rental Payment is
paid as, and represents payment of principal. Exhibit E hereto sets forth the interest component and the principal component of each Rental Payment during the Lease Term.
Section 6.04, Additional Interest in the Event the Interest is Taxable. Lessee acknowledges that Lessor's yield with respect to this Agreement is dependent upon the full amount of
each lease rental payment being excluded from Lessor's income pursuant to Section 103(a) of the United States Internal Revenue Code of 1986 as amended (the "Code"). Accordingly,
if at any time, as a result of a determination that Lessee has breached a representation or covenant contained herein, or as a result of any change in the Code, any payment of either the
interest component or the principal component of any Rental Payment is, in the opinion of counsel for the Lessor, subject to or aHected by any income, preference, excess profits,
minimum or other federal tax, Lessee shall pay, as additional interest, an amount which is necessary to provide to Lessor the same net income as Lessor would have received but for
such event. Lessor's calculations of such additional interest shall be binding upon Lessee in the absence of manifest error,
Section 6.05. Rental Pavments to be Unconditional. During the Original Term and during each Renewal Term elected by Lessee, the obligations of Lessee to make payment of the
Rental Payments required under this Article VI and other sections hereof and to perform and observe the covenants and agreements contained herein shall be absolute and
unconditional in all events, except as expressly provided under this Agreement. Notwithstanding any dispute between Lessee and Lessor, any Vendor or any other person, Lessee
agrees to pay all Rental Payments when due and shall not withhold any Rental Payments pending final resolution of such dispute, nor shall Lessee assert any right of set.oH or
counterclaim against its obligation to make such payments when required under this Agreement. Lessee's obligation to make Rental Payments during the Original Term or the then
current Renewal Term elected by Lessee shall not be abated through accident or unforeseen circumstances.
Section 6.06, Continuation of Lease Term bv Lessee. Lessee intends, subject to the provisions of Section 6.07, to continue the Lease Term through the Original Term and all the Rental
Payments hereunder. Lessee reasonably believes that legally available funds from non-ad valorem tax sources in an amount sufficient to make all Rental Payments during the Original
Term and each of the Renewal Terms can be obtained. Lessee further intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments may
be made, including making provision for such payments to the extent necessary in each annual budget submitted and adopted in accordance with applicable provisions of state law, to
have such portion of the budget approved, and to exhaust all available reviews and appeals in the event such portion of the budget is not approved.
Section 6,07. Termination bv Nonappropriation. In the event Lessee does not appropriate sufficient funds for the payment of the Rental Payments scheduled to be paid in the next
occurring Renewal Term, and if Lessee has no funds legally available for Rental Payments from other sources, then Lessee may terminate this Agreement at the end of the then current
Original Term or Renewal Term, and Lessee shall not be obligated to make payment of the Rental Payments provided for in this Agreement beyond the end of the then current Original
or Renewal Term. Lessee agrees to deliver notice to Lessor of such termination at least 90 days prior to the end of the then current Original or Renewal Term.
Section 6.08. Late Charaes. If any Rental Payment is not paid in full to Lessor within fifteen (15) days after the payment first became due and payable, Lessee shall immediately pay to
Lessor an additional one time late charge equal to five (5%) percent of each such amount past due along with the Rental Payment. Partial payments by Lessee shall be applied first to
repayment of interest on Lessor advances pursuant to Section 8.04 if any, then to the accrued interest component of past due Rental Payments and the balance to the remaining
principal component of past due rental payments,
Section 6.09. Prepayment. Lessee shall have the right to prepay principal components of Rental Payments in whole on any date' set forth in Exhibit E by paying the then applicable
Purchase Price set forth in Exhibit E on such date. Lessee shall have the right to prepay principal components of Rental Payments in part on any date set forth in Exhibit E by giving
Lessor written notice at least 30 days prior to such date and by paying a portion of the then applicable Purchase Price set forth in amount at least equal to 20% of the initial Purchase
Price set forth in the Exhibit E, All prepayments in part shall be applied to reduce the Purchase Price to reflect the amount of the payment. Lessor shall then prepare a revised schedule
of Rental Payments, based upon amortization of the adjusted Purchase Price over the remaining term.
ARTICLE VII TITLE TO EQUIPMENT
Section 7.01. Title to the Eauioment. During the term of this Agreement, title to the Equipment and any and all additions, repairs, replacements or modifications shall vest in Lessee,
subject to the rights of Lessor under this Agreement. In the event of default as set forth in Section 13.02 or nonappropriation as set forth in Section 6.07, title to Equipment, shall
immediately vest in Lessor, and Lessee will reasonably surrender possession of the Equipment to Lessor.
Section 7.02, Security Interest. To secure the payment of all Lessee's obligations under this agreement, Lessee grants to Lessor a security interest constituting a first lien on the
Equipment and on all additions, attachments, accessions and substitutions thereto, and on any proceeds therefrom. Lessee hereby authorizes Lessor to prepare and file such financing
statements, any amendments thereto and other such documents to establish and maintain Lessor's valid first lien and perfected security inlerest. Lessee hereby acknowledges the
receipt of copies of the financing statements prepared by Lessor and hereby confirms the accuracy of the Information contained therein. Lessee further agrees to execute such additional
documents, including affidavits, notices and similar instruments, in form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish and maintain its security
interest, and upon assignment, the security interest of any assignee of Lessor, in the Equipment.
ARTICLE VIII MAINTENANCE; MODIFICATION; TAXES; INSURANCE AND OTHER CHARGES
Section 8.01. Maintenance of Eauipment bv Lessee. Lessee agrees that at all times during the Lease Term Lessee will, at Lessee's own cost and expense, maintain, preserve and
keep the Equipment in good repair, working order and condition, and that Lessee will from time to time make or cause to be made all necessary and proper repairs, replacements and
renewals, Lessor shall have no responsibility in any of these matters, or for the making of improvements or additions to the Equipment
Section 8,02. Taxes Other Governmental Charaes and Utility Charaes. The parties to this Agreement contemplate that the Equipment will be used for a governmental or proprietary
purposes of Lessee and, therefore, that the equipment will be exempt from all taxes presently assessed and levied with respect to personal property. In the event that the use,
possession or acquisition of the Equipment is found to be subject to taxation in any form (except for income taxes of Lessor), Lessee will pay during the Lease Term, as the same
respectively come due, all taxes and governmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment and any
equipment or other property acquired by Lessee in substitution for, as a renewal or replacement of, or a modification, improvement or addition to the Equipment, as well as all gas, water,
steam, electricity, heat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment; provided that, with respect 10
any governmental charges that may lawfully be paid in installments over a period of years, Lessee shall be obligated to pay only such installments as have accrued during the time this
Agreement is in eHecl.
Section 8.03. Provisions Reaardina Insurance, At its own expense, Lessee shall cause casualty, public liability and property damage insurance to be carried and maintained, or shall
demonstrate to the satisfaction of Lessor that adequate self-insurance is provided with respect to the Equipment, sufficient 10 protect the Full Insurable Value (as that term is hereinaftel
defined) of the Equipment, and to protect Lessor from liability in all events. All insurance proceeds from casualty losses shall be payable as hereinafter provided in this Agreement
Lessee shall furnish to Lessor certificates evidencing such coverage throughout the Lease Term. Alternatively, Lessee may insure the Equipment under a blankel insurance policy or
policies which cover not only the Equipment but other properties. If Lessee insures similar properties by self-insurance, Lessee will insure the Equipment by means of an adequate
insurance fund.
The "Full Insurable Value" as used herein shall mean the full replacement value of the Equipment.
Any insurance policy pursuant to this Section 8.03 shall be so written or endorsed as to make losses, if any, payable to Lessee and Lessor as their respective interests may appear. The
Net Proceeds (as defined in Section 9.01) of the insurance required in this Section 8.03 shall be applied as provided in Article IX hereof. Each insurance policy provided for in this
Section 8.03 shall contain a provision to the eHect that the insurance company shall not cancel the policy or modify it materially and adversely to the interest of Lessor without first giving
written notice thereof to Lessor at least 30 days in advance of such cancellation.
Section 8.04. Advances. In the event Lessee shall fail to maintain the full insurance coverage required by this Agreement or shall fail to keep the Equipment in good repair and
operating condition, Lessor may (but shall be under no obligation to) purchase the required policies of insurance and pay the premiums necessary and provide for payment thereof; and
all amounts so advanced Iherefore by Lessor shall become additional rent for the then current Original Term or Renewal Term, which amounts. together with interest the~eon at the rate
of 12% per annum, Lessee agrees to pay.
ARTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS
Section 9.01. Damaae Destruction and Condemnation. Unless Lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as
provided herein, if prior to the termination of the Lease Term (a) the Equipment or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) Ii tie
to, or the temporary use of the Equipment or any part thereof or the estate of Lessee or Lessor in the Equipment or any part thereof shall be taken under the exercise of the power
eminent domain by any governmental body or by any person, firm or corporation acting under governmental authority, Lessee and Lessor will cause the Net Proceeds of any insurance
claim or condemnation award to be applied to the prompt repair, restoration, modification or improvement of the Equipment. Any balance of the Net Proceeds remaining after such work
has been completed shall be paid to Lessee.
2
I VI ...UI.pVU'...... _' __"".ow"
deducting all expenses (including attorney's fees) incurred in the collection of such claims or award.
Section 9.02. Insufficiencv of Net Proceeds If the Nel Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section 901
hereof Lessee shall eilher (a) complete the work and pay any cost in excess of the amount of Net Proceeds. and Lessee agrees that if by reason of any such insufficiency of the Net
Proce~ds, Lessee shall make any payments pursuant to the provisions of this Section 9,02. Lessee shall not be entitled to any reimbursement therefore. from Less'or nor shall Lessee be
entitled to any diminution of the amounts payable under Article VI hereof or (b) if Lessee is not in default hereunder. Lessee st1811 pay to ,Lessor the amount of the then applicable
Purchase Price, and, upon such payment, the Lease Term shall terminate and Lessor's interest in the Equipment shall terminate as provided in Article XI of this Agreement. The amount
of the Net Proceeds in excess of the 'then applicable Purchase Price, if any, may be retained by Lessee,
ARTICLE X DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE OF EQUIPMENT
Section 10.01. Disclaimer of Warranties, LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION.
MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH RESPECT THERETO. In no event shall
Lessor be liable for any incidental, indirect, special or consequential damage in connection with or arising out of this Agreement or the existence, furnishing, functioning or Lessee's use
of any item or products or services provided for in this Agreement.
Section 10.02. Vendor's Warranties. Lessor hereby irrevocably appoints Lessee its agent and attorney-in-fact during the Lease Term, so long as Lessee shall not be in default
hereunder, to assert from time to time whatever daims and rights, including warranties of the Equipment, which Lessor may have against the Vendor of the Equipment. Lessee's sole
remedy for the breach of such warranty, indemnification or representation shall be against the Vendor of the Equipment, and not against the Lessor, nor shall such matter have any effect
whatsoever on the rights and obligations of Lessor with respect to this Agreement, including the right to receive full and timely payments hereunder, Lessee expressly acknowledges that
Lessor makes, and has made, no representation or warranties whatsoever as to the existence or availability of such warranties of the Vendor of the Equipment.
Section 10.03. Use of the Equipment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly, in violation of any applicable law or in a manner conlrary 10
that contemplated by this Agreement. Lessee shall provide all permits and licenses, if any, necessary for the installation and operation of the Equipment. In addition, Lessee agrees to
comply in all respects (including, without limitation, with respect to the use, maintenance and operation of each item of the Equiprr.ent) with all laws of the jurisdictions in which its
operations involving any item of Equipment may extend and any legislative, executive, administrative or judicial body exercising any power or jurisdiction over the items of the Equipment:
provided, however, that Lessee may contest in good faith the validity or application of any such law or rule in any reasonable manner which does not, in the opinion of the Lessor.
adversely affect the estate of Lessor in and to any of the items of the Equipment or its interest or rights under this Agreement,
ARTICLE XI OPTION TO PURCHASE
Section 11.01 At the request of Lessee, Lessor's interest in the Equipment and additional Rental Payments will be terminated and this Agreement shall terminate:
(a) At the end of the final Renewal Term, upon payment by Lessee of all Rental Payments scheduled as set forth in Exhibit E to this Agreement: or
(b) if the Lease Term is terminated pursuant to Article IX of this Agreement, in the event of total damage, destruction or condemnation of the Equipment; or
(c) any time when Lessee is not on such date in default under this Agreement, upon payment by Lessee of the then applicable Purchase Price to Lessor,
Upon the occurrence of any of such events, Lessor shall deliver a Bill of Sale of its remaining interest in the Equipment to Lessee "AS IS - WHERE IS" without additional cost or payment
by Lessee.
ARTICLE XII ASSIGNMENT, SUBLEASING, INDEMNIFICATION MORTGAGING AND SELLING
Section 12.01. Assiqnment bv Lessor. This Agreement, and the obligations of Lessee to make payments hereunder, may be assigned and reassigned in whole or in part to one or more
assignees and subassignees by Lessor at any time subsequent to its execution, without the necessity of obtaining the consent of Lessee; provided, however, that no such assignment or
reassignment shall be effective unless and until (i) Lessee shall have received notice of the assignment or reassignment disclosing the name and address of the assignee or
subassignee, and (ii) in the event that such assignment is made to a bank or trust company as trustee for holders of certificates representing interest in this Agreement, such bank or
trust company agrees to maintain, or cause to be maintained, a book-entry system by which a record of names and addresses of such holders as of any particular time is kept and
agrees, upon request of the Lessee, 10 furnish such information to Lessee, Upon receipt of notice of assignment, Lessee agrees to reflect in a book entry assignee designation in such
notice of assignment, and to make all payments to the assignee designated in the notice of assignment, notwithstanding any claim, defense, setoff or counterclaim whatsoever (whether
arising from a breach of Ihis Agreement or othelWise) that Lessee may from time to time have against Lessor, or the assignee. Lessee agrees to execute all documents which may be
reasonably requested by Lessor or its assignee to protect their interests in this Agreement.
Section 12.02. No Sale Assiqnment or Subleasinq bv Lessee. This Agreement and the interest of Lessee in the equipment may not be sold, assigned or encumbered by Lessee
without the prior written consent of Lessor or assignee.
Section 12.03. Release and Indemnification Covenants. To the extent permitted by the laws and Constitution of the State, Lessee shall protect, hold harmless and indemnify Lessor
from and against any and all liability, obligations, losses, claims and damages whatsoever, regardless of cause thereof. and expenses in connection therewith, including. Without
limitation, counsel fees and expenses, penalties and interest arising out of or as the result of the entering into this Agreement, the ownership of any ilem of the equipment, the ordering,
acquisition, use, operation, condition, purchase, delivery, rejection, storage or return of any item of the equipment or any accident in connection with the operation, use. condition.
possession, storage or return of any item of the equipment resulting in damage to property or injury to or death of any person. The indemnification arising under this paragraph shall
continue in full force and effect notwithstanding the full payment of all obligations under this Agreement or the termination of the lease term for any reason, Lessee agrees not to withhold
or abate any portion of the payments required pursuant to this Agreement by reason of any defects, malfunctions, breakdowns or Infirmities of the equipment.
ARTICLE XIII EVENTS OF DEFAULT AND REMEDIES
Section 13.01. Events of Default Defined. The following shall be "events of default" under this Agreement and the terms "event of default" and "default" shall mean. whenever they are
used in this Agreement. anyone or more of the following events:
(a) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein; and
(b) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed. other than as referred to in Section 13.01 (a), for a peflod 01
30 days after written notice, specifying such failure and requesting that it be remedied as given to Lessee by Lessor, unless Lessor shall agree in writing to an extension of such lime
prior to the expiration, provided, however, if the failure stated in the notice cannot be corrected within the applicable period, Lessor will not unreasonably withhold its consent to an
extension of such time if corrective action is instituted by Lessee within the applicable period and diligenlly pursued until the default is corrected.
The foregoing provisions of this Section 13.01 are subject to (i) the provisions of SectIon 6.07 hereof with respect to nonappropriation; and (ii) if by reason of force maieure Lessee IS
unable in whole or in part to carry out its agreement on its part herein contained, other than the obligations on the part of Lessee contained in Article VI hereof, Lessee shall not be
deemed in default during the continuance of such inability. The term "force majeure" as used herein shall mean, without limitation, the following: acts of God; strikes, lockouts or other
employee relations disturbances; acts of public enemies; orders or restraints of any kind of the government of the United States of America or the state wherein Lessee is located or any
of their departments, agencies or officials, or any civil or military authority, insurrections; riots; landslides; earthquakes: fires: storms, droughts: floods; or explosions.
Section 13.02. Remedies on Default. Whenever any event of default referred 10 in Section 13,01 hereof shall have happened and be continuing, Lessor shall have the right at its sole
option without any further demand or notice, to take one or any combination of the following remedial steps:
(a) With or without terminating this Agreement, retake possession of the Equipment and sell, lease or sublease the Equipment for the account of Lessee, holding Lessee liable for rents
and other amounts payable by Lessee hereunder to the end of the Original Term or the then current Renewal Term; and
(b) Take whatever action under the Uniform Commercial Code or under other law or in equity as may appear necessary or desirable to enforce its rights as the owner or secured creditor
of the Equipment.
Lessee further agrees that Lessee shall pay to Lessor such further amounts as may be sufficient to reimburse Lessor fully for its costs and expenses as incurred as a resull of Lessee's
default including, without limitation, Lessor's costs and expenses in enforcing, or endeavoring to enforce, its rights and remedies under the Agreement or incident thereto. including
without limitation and to the extent not prohibited by applicable law, the Lessor's reasonable attorney's fees and expenses for enforcing Lessee's obligations hereunder.
Section 13.03. No Remedv Exdusive. No remedy herein conferred upon or reserved to Lessor is intended to be exclusive and every such remedy shall be cumulative and shall be In
addition to every other remedy give under this Agreement or now or hereafter existing at law or in equity No delay or omission to exercise any right or power accruing upon any default
shall impair any such right or power or shall be construed to be a waiver hereof, but any such right and power may be exercised from time to time and as often as may be deemed
expedient.
ARTICLE XIV MISCELLANEOUS
Section 14.01. Notices. All notices, certificates or other communications hereunder shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail.
postage prepaid, to the parties at their respective places of business.
Section 14 02. Bindinq Effect. This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns.
Section 14.03. Severability. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or
render unenforceable any other provision hereof.
3
..... . -<
signed by the Lessor and the Lessee; nor shall any such amendment that affects ihe rights of Lessor's ~ssignee be effective without s';Ch assignee's consent.
, Section 14,05, Execution in Counterparts, This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 14,06, Vendor Pavable/Escrow Account. In the event vendor payment by Lessor is not made upon Lease Commencement, lease proceeds will be held in a Vendor
Payable/Escrow Account until requested by Lessee, with escrow earnings payable to Lessor.
Section 14.07. Accrued Interest. In the event of a delayed closing, Lessor will benefit from the interest that accrues between the Commencement Date and the Closing Date.
Section 14.08. Apolicable Law. This Agreement'shall be govemed by and construed in accordance with the laws of the State of Georgia.
Section 14 Og Caotions The captions or headings in this Agreement are for convenience only and do not define, limit or describe the scope or intent of any provisions of sections of
this Agreement.
Section 14,10, Entire AQreement. This Agreement and the executed Exhibits attached hereto constitute the entire agreement between Lessor and Lessee, No waiver, consent,
modification or change of terms of this Agreement shall bind either party unless in writing signed by both parties, and then such waiver, consent, modification or change shall be effective
only in the specific instance and for the specific purpose given. There are no understandings, agreements, representations or warranties, express or implied, not specified herein,
regarding this Agreement or the equipment leased hereunder,
Section 14,11, Execution of Facsimile, In the interest of time, each party agrees that execution of signature pages of this Agreement by such party followed by transmission of such
pages by facsimilelTelecopier will be legally binding upon such party. After each party has executed and transmitted such signature pages, each party agrees to execute hard copies of
this Agreement and Lessee agrees to promptly forward originals to Lessor,
Section 14.12. Correction of Documents. Lessee agrees to execute and deliver, or provide, as required by Lessor, any documents and information, from time to time, that may be
necessary for the purpose of correcting any errors or omissions in this Lease or to renect the true intent of Lessor in this transaction. All such documents and information must be
satisfactory to Lessor,
Any terms and conditions of any purchase order or other document (with the exception of Supplements) submitted by Lessee in connection with this Agreement which are in addition to
or inconsistent with the terms and conditions of this Agreement will not be binding on Lessor and will not apply to this Agreement. Lessee by the signature below of its authorized
representative acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms and conditions.
IN WITNESS WHEREOF, Lessor has executed this Agreement in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers, and Lessee has
caused this Agreement to be executed in its corporate name with its corporate seal hereunto affixed and attested by its duly authorized officers, All of the above occurred as of the date
first written below; this Agreement shall be binding on Lessee beginning on the date it is accepted and executed by Lessor.
LESSOR:
Execute:
By:
Title:
Date:
Leasing 2, Inc.
4~'l,~.O\f
Attest:
LESSEE: City of Augusta
By:
Title:
Date:
d)J;t)bIf//~
(jJJ/g~~~)
tf-j/ub4Jf,J;JJf
Execute~
By Bob YOu~U ~
Title: Mayor
Date:
1/~~/o1
,
$~
4
EXHIBIT A
RESOLUTION OF GOVERNING BODY
EXTRACT OF MINUTES
LESSEE:
City of Augusta
At a duly call2f meeting of the governing body of Lessee (as defined in the Agreement) held on the
, 20 C ..' the following resolution was introduced and adopted,
RESOLVED, whereas the governing body of Lessee has determined that a true and very real need exists for the acquisition of the Equipment
described in the Lease-Purchase Agreement presented to this meeting; and has further determined that the Equipment will be used solely for essential
governmental functions and not for private business use.
(Q-r:l\
day of A r~IL..
WHEREAS, the governing body of Lessee has taken the necessary steps, including any legal bidding requirements, under applicable law to arrange
for the acquisition of such equipment.
BE IT RESOLVED, by the governing body of Lessee that the terms of said Lease-Purchase Agreement are in the best interest of Lessee for the
acquisition of such equipment, and the governing body of Lessee designates and confirms the following persons to execute and deliver, and to witness (or
attest), respectively, Leasing 2, Inc. Lease-Purchase Agreement and any related documents necessary to the consummation of the transactions
contemplated by the L -Pur has Agreement.
2Zif
Bob YounQ, Mavor
(Print Name and Title)
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The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies
that the above and foregoing Lease-Purchase Agreement is the same as presented at said meeting of the governing body of Lessee.
~Ii-
u- 9~- Dc)
Date
AUGUSTA-RICHMOND COUNTY'COM:MISSION
STEPHEN E. SHEPARD
County Attorney
Augusta Law Department
BOB YOUNG
Mayor
STAFF ATTORNEYS
Vanessa Flournoy
Harry B. James, III
Betty Beard
Marion Williams
Barbara Sims
Richard Colclough
Bobby G Hankerson
Andy Cheek
Tommy Boyles
Jimmy Smith
Wm, "Willie" H, Mays, III
Don A, Grantham
Wm. "Willie" H. Mays, III
Mayor Pro Tern
EXHIBIT B
George R. Kolb
Administrator
OPINION OF LESSEE'S COUNSEL
Reply to:
70 I Greene Street, Suite 104
Augusta, Georgia 30901
LESSEE:
City of Augusta
DATE OF AGREEMENT: April 1, 2004
Leasin~ 2, Inc.
1720 West Cass Street
Tampa, FL 33606-1230
Gentlemen:
As counsel for City of Augusta ("Lessee"), I have examined duly executed originals of the Lease-Purchase
Agreement (the "Agreement") dated March 10,2004, between Lessee and Leasing 2, Inc. ("Lessor"), and the
proceedings taken by Lessee to authorize and execute the Agreement. Based upon the examination and upon
such other examination as I have deemed necessary or appropriate, I am of the opinion that:
1. Lessee is a public body corporate and politic, legally existing under the laws of the State of Georgia.
2. The Agreement has been duly authorized, executed and delivered by Lessee, pursuant to Constitutional,
statutory and/or home rule provisions which authorize this transaction and Resolution, Item No. 14, Augusta
Commission meeting of April 6, 2004, attached as Exhibit A to the Agreement.
3. The Agreement is a legal, valid and binding obligation of Lessee, enforceable in accordance with its terms.
In the event the Lessor obtains a judgment against Lessee in money damages, as a result of an event of default
under the Agreement, Lessee will be obligated to pay such judgment.
4, Applicable public bidding requirements have been complied with,
5, To the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or
federal, which questions or affects the validity of the resolution or the Agreement.
6. The signatures of the officers of City of Augusta which appear on the Agreement are true and genuine; I
know said officers and know them to hold the offices set forth below their names,
Augusta Law Department
501 Greene Street, Suite 302, Augusta, Georgia 30901
(706) 842-5550 - Fax (706) 842-5556
County Attorney
701 Greene Street, Suite 104, Augusta, Georgia 3090 J
(706)724-6597 - Fax (706) 722-4817
7. The Equipment leased pursuant to the Agreement constitutes personal property and when subjected to use
by Lessee will not be or become fixtures under applicable law.
8. The leasing of the Equipment pursuant to the Agreement is exempt from all sales and use taxes against
either the Lessor or the Lessee during the term of the Lease and the Equipment will be exempt from any state
and local personal property or other ad valorem taxes during the term of the Lease.
This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the
Lease, but only with regard to matters specifically set forth herein.
y r very~
Stephen E. Shepard
F: \SHEPP ARD\STEVEIDAIL Y\city. 2004
EXHIBIT C
CERTIFICATE AS TO ARBITRAGE
I, the undersigned officer of the City of Augusta (the "Lessee"), being the person duly charged, with others, with responsibility for issuing the Lessee's
obligations in the form of that certain agreement entitled "Lease-Purchase Agreement" with referenced Exhibits attached thereto (the "Agreement") dated
March 10, 2004, and issued said date, HEREBY CERTIFY that:
1, The Agreement was issued by the Lessee under and pursuant to law to finance the acquisition of the certain Equipment described therein,
2, Pursuant to the Agreement, the Lessee is entitled to receive said Equipment in consideration for the obligation of the Lessee under the Agreement.
Said Equipment will be used in furtherance of the public purposes of the Lessee. The Lessee does not intend to sell said Equipment or said Agreement or
to otherwise dispose of said Equipment during the term of the Agreement. The Lessee will not receive any monies, funds, or other "proceeds" as a result of
the Agreement.
3, The Lessee expects to make payments under the Agreement from its general funds on the basis of annual appropriations in the amounts equal to the
required payments under the Agreement. The remaining general funds of the Lessee are not reasonably expected to be used to make such payments and
no other monies are pledged to the Agreement or reasonably expected to be used to pay principal and interest on the Agreement.
4, The Lessee has not received notice that its Certificate may not be relied upon with respect to its own issues nor has it been advised that any adverse
action by the Commissioner of Internal Revenue is contemplated.
To the best of my knowledge, information and belief the expectations herein expressed are reasonable and there are no facts, estimates or
circumstances other than those expressed herein that would materially affect the expectations herein expressed.
IN WITNESS WHEREOF, I have hereunto set my hand this "2-~ day of ~ : ( ,20~
LESSEE:
2lzk By:
Title: Mayor
EXHIBIT D
DESCRIPTION OF EQUIPMENT
The Equipment which is the subject of the attached Lease-Purchase Agreement is as follows:
(1) Aljon 600 Compactor, SN:
.l3GJ'19
together with all additions, accessions and replacements thereto,
Lessee hereby certifies that the description of the personal property set forth above constitutes an accurate description of the "Equipment", as defined in
the attached Lease-Purchase Agreement.
LOCATION OF THE EQUIPMENT:
4330 Deans BridQe Road
Blythe. GA 30805
By:
CUYo~
Bob Yo,", 1~ (;;
LESSEE:
Title:
Mayor
$7t
Date:
11'~/of
, /
EXHIBIT E
PAYMENT SCHEDULE
LESSEE:
EQUIPMENT COST:
COMMENCEMENT DATE:
INTEREST RATE:
City of Augusta
$580,097,00
March 10, 2004
3.690%
PAYMENT PURCHASE
NO. DATE PAYMENT INTEREST PRINCIPAL PRICE
1 6/1/04 $ 8,798,70 $ 4,897,23 $ 3,901.47 $ 585,283,71
2 7/1/04 $ 8,798.70 $ 1,774,68 $ 7,024.02 $ 578,021,38
3 8/1/04 $ 8,798,70 $ 1,753,05 $ 7,045.65 $ 570,739.99
4 9/1/04 $ 8,798,70 $ 1,731,35 $ 7,067.35 $ 563,439.48
5 10/1/04 $ 8,798,70 $ 1,709,58 $ 7,089,12 $ 556,119,81
6 11/1/04 $ 8,798,70 $ 1,687.75 $ 7,110,95 $ 548,780,92
7 12/1/04 $ 8,798,70 $ 1,665.85 $ 7,132,85 $ 541,422.77
8 1/1/05 $ 8,798.70 $ 1,643,88 $ 7,154.82 $ 534,045,30
9 2/1/05 $ 8,798.70 $ 1,621,84 $ 7,176,86 $ 526,648.47
10 3/1/05 $ 8,798,70 $ 1,599,73 $ 7,198,97 $ 519,232,22
11 4/1/05 $ 8,798,70 $ 1,577.56 '$ 7,221,14 $ 511,796,50
12 5/1/05 $ 8,798.70 $ 1,555.32 $ 7,243.38 $ 504,341,27
13 6/1/05 $ 8,798,70 $ 1,533.01 $ 7,265,69 $ 496,866.47
14 7/1/05 $ 8,798,70 $ 1,510.63 $ 7,288.07 $ 489,372,04
15 8/1/05 $ 8,798.70 $ 1,488,19 $ 7,310.51 $ 481,857.94
16 9/1/05 $ 8,798.70 $ 1,465.67 $ 7,333,03 $ 474,324,12
17 10/1/05 $ 8,798,70 $ 1,443,08 $ 7,355,62 $ 466,770,52
18 11/1/05 $ 8,798,70 $ 1,420.43 $ 7,378,27 $ 459,197.09
19 12/1/05 $ 8,798,70 $ 1,397,70 $ 7,401.00 $ 451,603,78
20 1/1/06 $ 8,798,70 $ 1,374,91 $ 7,423,79 $ 443,990,54
21 2/1/06 $ 8,798,70 $ 1,352,04 $ 7,446,66 $ 436,357,32
22 3/1/06 $ 8,798,70 $ 1,329,11 $ 7,469,59 $ 428,704,06
23 4/1/06 $ 8,798.70 $ 1,306.10 $ 7,492,60 $ 421,030,71
24 5/1/06 $ 8,798.70 $ 1,283,02 $ 7,515,68 $ 413,337,22
25 6/1/06 $ 8,798.70 $ 1,259,87 $ 7,538,83 $ 405,623,53
26 7/1/06 $ 8,798,70 $ 1,236,66 $ 7,562,04 $ 397,889,59
27 8/1/06 $ 8,798,70 $ 1,213,36 $ 7,585,34 $ 390,135,35'
28 9/1/06 $ 8,798,70 $ 1,190,00 $ 7,608.70 $ 382,360,76
29 10/1/06 $ 8,798.70 $ 1,166.57 $ 7,632,13 $ 374,565,76
30 11/1/06 $ 8,798,70 $ 1,143.06 $ 7,655.64 $ 366,750.30
31 12/1/06 $ 8,798,70 $ 1,119.48 $ 7,679,22 $ 358,914,32
32 1/1/07 $ 8.798,70 $ 1,095,83 $ 7,702.87 $ 351,057.77
33 2/1/07 $ 8,798,70 $ 1,072,10 $ 7,726,60 $ 343,180.60
34 3/1/07 $ 8,798.70 $ 1,048,31 $ 7,750.39 $ 335,282.75
35 4/1/07 $ 8,798,70 $ 1,024.43 $ 7,774,27 $ 327,364.17
36 5/1/07 $ 8,798.70 $ 1,000.49 $ 7,798,21 $ 319,424,80
37 6/1/07 $ 8,798,70 $ 976.47 $ 7,822,23 $ 311,464,59
38 7/1/07 $ 8,798,70 $ 952.38 $ 7,846,32 $ 303,483.48
39 8/1/07 $ 8,798,70 $ 928,21 $ 7,870.49 $ 295,481.42
4Q 911/07 $ 8,798,70 $ 903,97 $ 7,894,73 $ 281,458,36
41 10/1/07 $ 8,798,70 $ 879,65 $ 7,919.05 $ 279,414,24
42 11/1/07 $ 8,798,70 $ 855.26 $ 7,943.44 $ 271,349,00
43 12/1/07 $ 8,798,70 $ 830,80 $ 7,967,90 $ 263,262.59
44 1/1/08 $ 8,798,70 $ 806,26 $ 7,992.44 $ 255,154.95
45 2/1/08 $ 8,798,70 $ 781,64 $ 8,017,06 $ 247,026,03
46 3/1/08 $ 8,798,70 $ 756,95 $ 8,041,75 $ 238,875,77
47 4/1/08 $ 8,798.70 $ 732,18 $ 8,066.52 $ 230,704,12
48 5/1/08 $ 8,798.70 $ 707.33 $ 8,091,37 $ 222,511,02
49 6/1/08 $ 8,798.70 $ 682.41 $ 8,116,29 $ 214,296.41
50 7/1/08 $ 8,798,70 $ 657.41 $ 8,141.29 $ 206,060,24
51 8/1/08 $ 8,798,70 $ 632,34 $ 8,166.36 $ 197,802.45
52 9/1/08 $ 8,798,70 $ 607,19 $ 8,191,51 $ 189,522,98
53 10/1/08 $ 8,798,70 $ 581,96 $ 8,216.74 $ 181,221,78
54 11/1/08 $ 8,798,70 $ 556,65 $ 8,242,05 $ 172,898.79
55 12/1/08 $ 8,798,70 $ 531,26 $ 8,267.44 $ 164,553.95
56 1/1/09 $ 8,798,70 $ 505,80 $ 8,292,90 $ 156,187.20
57 2/1/09 $ 8,798,70 $ 480,26 $ 8,318.44 $ 147,798.49
58 3/1/09 $ 8,798,70 $ 454,64 $ 8,344,06 $ 139,387,76
59 4/1/09 $ 8,798,70 $ 428,94 $ 8,369,76 $ 130,954,95
60 5/1/09 $ 8,798,70 $ 403.16 $ 8,395,54 $ 122,500,01
61 5/1/09 $ 122,500,00 $ 0,01 $ 122,499.99 $0,00
Grand Totals $ 650,422.00 $ 70,325.00 $ 580,097.00
LESSEE:
CI~OfAU t~
. Bob Y,"09 - -(
D7~ By
Title:
Mayor
Date:
'I~v;:r
I ,
EXHIBIT F
ACCEPTANCE CERTIFICATE
The undersigned, as Lessee under the Lease-Purchase Agreement (the "Agreement") dated March 10, 2004, with Leasing 2, Inc, ("Lessor"), hereby
acknowledges:
1,
Eauipment delivered and accepted: Lessee has received in good condition all of the Equipment described in the
Agreement and in Exhibit D thereto this day of , 20_,
2.
x
Eauipment delivery has not vet taken place: The Equipment described in the Agreement and in Exhibit D
thereto, has not been delivered, but is scheduled to be delivered on/or before (0 - t- 0 ~ .
Lessor has agreed to deposit into an escrow account an amount sufficient to pay the total cost of the equipment
identified in Exhibit D of the Agreement. The Lease Amount of the Exhibit E accurately reflects the cost of the
equipment. Lessee agrees to execute an Acceptance Certificate and Payment Request Form authorizing payment
of the cost of the Equipment, or a portion thereof, for each withdrawal of funds from the Escrow Account. Lessee's
obligation to commence Rental Payments as set forth in Exhibit E-Payment Schedule is absolute and unconditional
as of the Commencement Date, subject to the terms and conditions of the Agreement. Lessee further
acknowledges that this lease is not subject to the successful delivery of the Equipment, and that in the event of non-
performance by the Vendor, Lessee will retain all responsibility for performance under the lease.
3,
Vendor will be paid in full prior to delivery of eauipment: A 100% pre-funding will be made by Lessor to Vendor
of the lease amount identified as "Equipment Cost" on the Exhibit E - Payment Schedule of the Agreement. Lessee
agrees to indemnify and hold Lessor harmless from and against any and all claims, costs and expenses incurred
(including Lessor's attorneys' fees), Lessee further acknowledges that this lease is not subject to the successful
delivery of the Equipment, and that in the event of non-performance by the Vendor, Lessee will retain all
responsibility for performance under the lease.
Lessee certifies that Lessor has fully and satisfactorily performed all of its covenants and obligations required under the Agreement, and confirms that
the lease will commence as defined by "Commencement Date" in the attached Agreement, and it will commence payments in accordance with Article VI of
the Agreement.
The undersigned officer of the Lessee hereby reaffirms on behalf of the Lessee in all respects the covenants of the Lessee set forth in Article I of the
Agreement and the representations in the certificate as to Arbitrage attached as Exhibit C to the Agreement, and represents that, to the best of his or her
knowledge, information and belief, the expectations therein expressed were reasonable as of the Commencement Date, and that there were, and are as of
the date on which they were made, and are reasonable as of the Commencement Date, no facts, estimates or circumstances other than those expressed
therein that would materially affect the expectations expressed therein. .
LESSEE:
Ci~ OfA1~
Bob Young
~ 7J By
Title:
Mavor
Date:
~ h ~ Ir
I /
EXHIBIT G
ESSENTIAL USE/SOURCE OF FUNDS LETTER
TO: Leasing 2, Inc.
RE: Lease-Purchase Agreement Dated March 10, 2004.
Gentlemen:
Reference is made to certain Lease-Purchase Agreement dated March 10, 2004, between Leasing 2, Inc. and City of Augusta, leasing the personal
property described in Exhibit D to such Lease. This confirms and affirms that such equipment is essential to the functions of the undersigned or to the
service we provide to our citizens,
Further, we have an immediate need for, and expect to make immediate use of, substantially all the Equipment, which need is not temporary or expected to
diminish in the foreseeable future, The Equipment will be used by us only for the purpose of performing one or more of our governmental or proprietary
functions consistent with the permissible scope of our authority. Specificallv. the Equipment was selected bv us to be used as follows:
Please describe USE of equipment:
LArvPFI LL "1l:As L-\ CoMr'AC110J
Sincerely,
~
~~;;y
I [(ate
$z%-
EXHIBIT H
AMENDMENT AGREEMENT NUMBER ONE
In consideration of the mutual covenants of the Lessor and Lessee pursuant to the Lease-Purchase Agreement dated March 10, 2004, (the "Lease")
between Leasing 2, Inc. ("Lessor") and City of Augusta ("Lessee"), such Agreement is modified as follows:
Lessee certifies that it reasonably anticipates that it and all of its subordinate entities will not issue more than $10,000,000 of "qualified tax-exempt
obligations" (as that term is defined in Section 265(b)(3)(B) of the Internal Revenue Code of 1986 ("the Code") during the calendar year of the lease
commencement.
Further, lessee hereby designates its obligations under the Lease as a "qualified tax-exempt obligation" in accordance with Section 265 (b)(3)(B) of the
Code so that it is eligible for the exception contained in Section 265 (b)(3) of the Code and further certifies for the purpose of the overall limitation of Section
265 (b)(3)(D) of the Code that it and its subordinate entities have not as of this calendar year issued more than $10,000,000 of obligations which it has
designated for these purposes.
All terms contained herein not otherwise defined shall have the same meaning as such terms are used and defined in the Lease,
Attached hereto is a completed Internal Revenue Service Form 8038-G, Information Return for Tax-Exempt Governmental Bond Issues, completed on
behalf of the Lessee (or, if the invoice price of the Equipment under such schedule is less than $100,000, a Form 8038-GC),
IN W~S:,'1HEREOF, the L,e~~ed h; ca,used this Agreement to be executed by its duly authorized officer on this the
"2-"2,... day of
LESSEE: City of Augusta
By:
Printed Name:
(SEAL)
:~ft/&t~/
Printed Name: t:e;;/f S i5t1;jJ/~
~i~
Form
8038-G
Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e)
~ See separate Instructions.
Caution: If the issue price is under $ 100,000, use Form 8038-GC,
OMS No. 1545.0720
(Rev, November 2000)
Department of the Treasury
Internal Revenue 5eNice
If Amended Return, check here ~ 0
2 Issuer' ~ employer identification number
58 : 2204274
Roomlsuite 4 Report number
3 -
Issuer's name
Ci of Au usta
3 Number and street (or P,O. box if mail is not delivered to street address)
530 Greene St. Rm 105
5 City, town or post office, state, and ZIP code
Au usta GA 30911
7 Name of issue
6 Date of issue
March 10,2004
8 CUSIP number
9
Lease-Purchase A reement
Namko~r ~~resAative whom th~~ ~aO~~ more information to ~e~ ruB~ o~28q~ntative
Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule
o Education , , , , 11
o Health and hospital , 1 2
o Transportation. , , 13
o Public safety. , , 14
o Environment (including sewage bonds) 15
o Housing , , . , 16
o Utilities , , , , , , , , . , , 17 $580,097.00
o Other, Describe ~ 18
If obli~ations are TANs or RANs, check box ~ 0 If obli~ations are BANs, check box ~ 0
If obligations are are in the form of a lease or installment sale, check box, . , . , " ~ 0"
Description of Obligations. Complete for the entire issue for which this form is being filed.
(c) Stated redemption (dl Weighted
Ibllssue price price at maturity average maturity lei Yield
11
12
13
14
15
16
17
18
19
20
22
23
24
25
26
27
28
29
30
5/1/2009 $ 580,097.00 $ n/a
Uses of Proceeds of Bond Issue (including underwriters' discount)
Proceeds used for accrued interest, , , . . , . . , , . , , . ,
Issue price of entire issue (enter amount from line 21, column (b)). , , .
Proceeds used for bond issuance costs (including underwriters' discount), 24
Proceeds used for credit enhancement. , . , , . , , , , ., 25
Proceeds allocated to reasonably required reserve or replacement fund. 26
Proceeds used to currently refund prior issues, 27
Proceeds used to advance refund prior issues, , , , , , , , ,. 28
Total (add lines 24 through 28) , , . . , , . , , , . , , ,. "",'.,
Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here). . . .
Description of Refunded Bonds (Complete this part only for refunding bonds.)
Enter the remaining weighted average maturity of the bonds to be currently refunded ~
Enter the remaining weighted average maturity of the bonds to be advance refunded ~
Enter the last date on which the refunded bonds will be called, , . , , , , , , ~
Enter the date(s) the refunded bonds were issued ~
Miscellaneous
Enter the amount of the state volume cap allocated to the issue under section 141 (b)(51 '
Enter the anount of gross proceeds invested or to be invested in a gUCf'anteed investment contract (see instructionsl
Enter the final maturity date of the guaranteed investment contract ~
Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of the
issuer ~ and the date of the issue ~
If the issuer has designated the issue under section 265(b)(3)(B)(iHIII) (small issuer exception), check box.
If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box .
If the issuer has identified a hed e check box ,
Under penalties 'Ury'c:tf,Clare that I have examined this turn and accompanying schedules and statements, and to the best of my knowledge and
belief, they ar rue, orre~d plete.
~ ~ Bob Young, Mnyor
, Type or print name and title
Five (5)
3,69
%
years
$580,097,00
$580,097,00
31
32
33
34
years
years
35
36a
b
37
b
38
39
40
~ 0'
~ 0
~ 0
F Paperwork Reduction Act Notice, see page 2 of the Instructions,
Cat. No. 637735
Form 8038-G (Rev. 11.20001
EXHIBIT I
NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT
Leasing 2, Inc. ("Lessor") hereby gives notice to the City of Augusta ("Lessee") that Lessor has assigned all rights to payments under the Lease-Purchase
Agreement, dated as of March 10, 2004, between Leasing 2, Inc. ("Lessor") and City of Augusta ("Lessee"), Leasing 2, Inc. ("Lessor") hereby requests,
gives notice and instructs City of Augusta ("Lessee") that payments that hereafter come due pursuant to the Lease-Purchase Agreement be paid to Old
National Bank or its Assignee,
LESSEE: City of
J51-- By:
Title: Mavor
Date: i j,>--jl
/ I
INSURANCE COVERAGE REQUIREMENT
TO:
Leasing 2, Inc. and/or Its Assigns
1720 West Cass Street
Tampa, FL 33606-1230
FROM:
City of Augusta
530 Greene St. Rm 105
Augusta, GA 30911
RE: INSURANCE COVERAGE REQUIREMENTS (Check one):
1, In accordance with Section 8,03 of the Agreement, we have instructed the insurance agent named below (please fill in name, address and
telephone number)
NAME:
~aF- 'NSU1C,bD - St'}q A n A-c~~ IC.Nct....CJSe""D
ADDRESS:
CITY/ ST/ ZIP:
TELEPHONE:
to issue:
a, All Risk Physical Damage Insurance on the leased equipment evidenced by a Certificate of Insurance and Long Form Loss Payable Clause
naming Leasing 2, Inc. and/or Its Assigns as Loss Payee,
Coverage Required: Full Replacement Value
b, Public Liability Insurance evidenced by a Certificate of Insurance naming Leasing 2, Inc, and/or its Assigns as an Additional Insured,
Minimum Coverage Required:
$500,000,00 per person
$500,000.00 aggregate bodily injury liability
$100,000.00 property damage liability
L 2. Pursuant to Section 8.03 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such
self-insurance in letterform together with a copy of the statute authorizing this form of insurance.
3, Proof of insurance coverage will be provided to L
By:
~nl'
Mavor
Date:
~~y
FINANCE DEPARTMENT
. DAVID PERSAUD, FINANCE DIRECTOR
Room 207 - Municipal Building
530 Greene Street - AUGUSTA, GA 30911
(706) 821-2428 - FAX (706) 821-2620
SANDRA M. WRIGHT. CWCP, RISK MANAGEMENT MANAGER
Room 217 - Municipal Building
630 Greene Street - AUGUSTA, GA 30911
(706) 821-2301 - FAX (706) 821-2602
AS OF July 18, 1997
STATEMENT OF UABILITY COVERAGE
AUGUSTA COMMISSION
The Augusta Commission does not carry commercial liability insurance
coverage. Thi$ includes all lines of liability coverage, with the exception of
Public Officials Liability. Liability claims are handled in-house through the Risk
Management Department and any settlement awards are paid from available
Commission funds.
Please be advised that Augusta Commission is entitled to the defense of
sovereign immunity.
~a-,QI' ~
David Persaud /
Director
Finance / Risk Management Division
;J 07J. I "c., :2-0 D "- ,
.
Date
October 2002
UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS front and back CAREFULLY
A. NAME & PHONE OF CONTACT AT FILER [optional)
B. SEND ACKNOWLEDGMENT TO: (Name and Address)
I
I
L
~
1. DEBTOR'S EXACT FULL LEGAL NAME. insert only pne debtor name (la or lb) - do nol abbreviate or combine names
la. ORGANIZATION'S NAME
OR City of Augusta
lb, INDIVIDUAl'S LAST NAME FIRST NAME MIDDLE NAME
SUFFIX
le, MAILING ADDRESS
530 Greene S1. Rm 105
ld. TAX 10 #: SSN OR EIN I ADD'l INFO RE
58-2204274 ORGANIZATION
DEBTOR
CITY
Augusta
,Ie. TYPE OF ORGANIZATION, 11, JURISDICTION OF ORGANIZATION
: Municipality : Georgia
STATE I POSTAL CODE
GA 309]]
19. ORGANIZATIONAL 10 #, if any
COUNTRY
0' NONE
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME - insert only one deblor name (2a or 2b) . do not abbreviale er combine /'\ames
2a. ORGANIZATION'S NAME
OR
2b, INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
2e. MAILING ADDRESS
CITY
STATE I POSTAL CODE
I 2g. ORGANIZATIONAL ID #, if any
I
COUNTRY
2d. TAX 10 #: SSN OR EIN I ADD'l INFO RE 12e. TYPE OF ORGANIZATION 121. JURISDICTION OF ORGANIZATION
ORGANIZATION i i
DEBTOR i
o NONE
3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP) - insert only one secured party name (3a or 3b)
30. ORGANIZATION'S NAME
OR Old National Bank
3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME
SUFFIX
3c. MAILING ADDRESS
P. O. Box 658
CITY
Evansville
STATE
IN
I POSTAL CODE
47704-0658
COUNTRY
4. This FINANCING STATEMENT covers Ihe following collateral:
(1) Aljon 600 Compactor, SN:
l3q7L1
5. AlTERNATIVE DESIGNATION [if applicable I: OlESSEE/lESSOR 0 CONSIGNEE/CONSIGNOR 0 BAilEE/BAilOR 0 SEllER/BUYER 0 AG. LIEN ONON-UCC FILING
6. 0 This FINANCING STATEMENT is to be filed [for record] (or recorded) in Ihe REAL 7. Check 10 REQUEST SEARCH REPORT(S) on Debtor(s)
ESTATE RECORDS. Attach Addendum If B licablB (ADDITIONAl FEE) [oplional] DAti Debtors ODebler 1 ODeblor 2
8, OPTIONAL FilER REFERENCE DATA
FILING OFFICE COPY - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV, 07/29/98)
NA TUCC 1 . 5/4101 C T System Online
BILLING INFORMATION
Please indicate below how you would like us to bill you for the lease payments due under this
Agreement, including a contact name, if applicable:
1ft
Contact Name:
Company:
LI 5 J4 ..s ffEe RO U5&
C r/l( 0-( A U6USTA) 6EDteGfA
Street Address or Box #: .5 30 6RJ::.t=NE CST.} R CO H (OS-
-'
City, State, Zip:
County:
A U6USrA J 6A 30Q, I
"R, C H t\10ND
Telephone:
Fax:
( 7 Db) 6 2 I - 2.334
(70~) 82l- ~85~