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HomeMy WebLinkAboutOffice of the Administrator Augusta Richmond GA DOCUMENT NAME: ~fb:- t:f IDe Ad rn \ II \ 'Str extur DOCUMENT TYPE: YEAR: 0-1 BOX NUMB~R: dd FILENUMBER: \l'd6d NUMBER OF PAGES: c:9t 21. .22. ~ 25. .. t f , Office ,(JfThe Administrator George R. Kolb Administrator. Room.801 -' Municipal Building. 530 .Greene Street- AUGUSTA, GA 30911 (706) 821-24<l0 - FAX (706) 821-2819 www.augustaga.gov , March 16, 2004 Mr. David Persaud Finance Director 530 Greene Street Augusta, GA 30911 Dear David: The Augusta Commission. at their regular meeting held Tuesday, March 16,2004 took actio~ on. the following items. . . . .. . 19. , , Approved offering the Winfield Fire Department the sale of ARC Fire Pumper #10 'at a cost of $3,000.00. (Approved by Finance Committee March 8, 2004) , Amended the. Capital Outlay FY 2004 budget by $1,570,750 for reven,ues arid capital related. expenditures. (Approved by Finance Committee March 8, 2004) Approved the extension of an existing lease for One A1jon 91 K Compactor for Public Works ' Department - Landfill Division fromAljon, Inc. of Ottumwa, Iowa for $5,548:77 per month for 36 months. (Approved by Finance Committee March 8, 2004) Approved polley recommendation on settling damage claims resulting from sewer issues: (Approved by Engineering Services Committee March 8, 2004) If you have any questions, please contact me. .. Yours truly, (4 Frederick L. Russell Deputy Administrator cc: Mr. Max Hicks Ms. Teresa Smith Ms. Donna Williams .. Ms. Sandy Wright ' Mr. Ron Crowden 03-16-04: #19, #21, #22, #25 L.CI-\..:u=-run."'nl-\~C 1-\\.:IIn.CCIVICI...' _, """_01 -- ., - . -ef re.Jv t::>tm ~€ ~l .ESSEE: :ity of Augusta ,30 Greene Street, Rm 105 ~ugusta, GA 30911 LESSOR: Leasing 2, Inc. 1720 West Cass Street Tampa, FL 33606-1230 lated as of April 1 , 2004 his Lease-Purchase Agreement (the "Agreement") dated as of Aprll1, 2004 by and between Leasing 2, Inc. ("Lessor"), and City of Augusta ("Lessee"), a body corporate and politic dL ,ganized and existing under the laws of the State of Georgia ("State.). IITNESSETH: IHEREAS, 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 ar .r the purposes set forth In this Agreement; and IHEREAS, Lessee is authorized under the Constitution and laws of the State to enter into this Agreement for the purposes set forth herein; OW, THEREFORE, for and in consideration of the premises hereinafter contained, the parties hereby agree as follows: RTlCLE I COVENANTS OF LESSEE ection 1 01 Lessee represents, covenants and warrants, for the benefit of Lessor and its assignees, as follows: I) Lessee is a public body. corporate and politic, duly organized and existing under the Constitution and laws of the State, I) 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. :) 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. I) Lessee has been duly authorized to execute and deliver this Agreement under the terms and provisions of the resolution of its goveming body, attached hereto as Exhibit A, or by oth ppropriate official approval. and further represents, covenants and warrants that all requirements have been met, and procedures have occurred in order to ensure the enforceability of t/' greement, 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. Less! 1all cause to be executed an opinion of its counsel substantially in the form attached hereto as Exhibit B, I) During the term of this Agreement, the Equipment will be used by Lessee only for the purpose of performing one or more essential govemmental or proprietary functions of Less! )nsistent 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. ) 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 SUI ther financial information relating to the decision of Lessee to continue this Agreement as may be reasonably requested by Lessor or its assignee. I) 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. 1) 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 bacon dures. RTICLE II DEFINITIONS ection 2.01 The following terms will have the meanings indicated below unless the context clearly requires otherwise: ~greemenr 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 tem erecf. ::Ommencement Date" is the date when the term of this Agreement begins and Lessee's obligation to pay rent accrues, which shall be the commencement date shown on the Exhibit ayment Schedule. :quipmenr means the property described in Exhibit 0 and which is the subject of this Agreement. _ease Term" means the Original Term and all Renewal Terms provided for in this Agreement under Section 4,01. _essee" 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. _essor" 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( f Lessor, Jriginal Term" means the period from the Commencement Date unlilthe end of the fiscal year of Lessee in effect at the Commencement Date. 'urchase 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, up pie mental Exhibit E 'hereto, as the case may be. ~enewal 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 tI essee'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. ~ental 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 Less! l 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 duri, 1e Lease Term', as set forth in Exhibit E of this Agreement. lendor" means the manufacturer of the Equipment as welt as the agents or dealers of the manufacturer from whom Lessor purchased or is purchasing the Equipment. .RTICLE III LEASE OF EQUIPMENT ection 3 01 Lessor hereby demises, leases and lets to Lessee, and Lessee rents, leases and hires from Lessor, the Equipment, in accordance with the provisions of this Agreement. ave and to hold for the Lease Term. .RTlCLE IV LEASE TERM ection 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 sh; lrminate 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 subseque :enewal Term, up to the number of additional fiscal years provided in Schedule E of this Agreement by appropriating sufficient funds to make scheduled Rental Payments for the ensuil scal year (each a "Renewal Term"). Terms and conditions during any Renewal Term shall be the same as the terms and conditions during the Original Term, except that the Renl ayments shall be as provided in Exhibit E of this Agreement. action 4,02. Termination of Lease Term. The Lease Term will terminate upon the earliest of any of the following events: I I) The expiration of the Original Term or any Renewal Term of this Agreement and the non-renewal of this Agreement in the event of non-appropriation of funds pursuant to Section 6.07 l) 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; I :) A default by Lessee and Lessor's election to terminate this Agreement under Article XlII; or I) Payment by Lessee of all Rental Payments authorized or required to be paid by Lessee hereunder. i ection 4,03, Retum of Eouioment on Termination. Upon expiration or earlier termination of the Original Term or any Renewal Term under any provision of this Agreement at a time whl essee does not exercise its option to purchase the Equipment granted under the proviSions of Articles IX or Xl of this Agreement, Lessee hereby agrees to deliver the Equipm~nt to Less ackaged 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 ( errninalion will be bome by Lessee. .RTICLE V ENJOYMENT OF EQUIPMENT ection 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 al uieUy have and hold and enjoy the Equipment, without suit, trouble or hindrance from Lessor, except as expressly set forth in this Agreement. essor shall have the right at all reasonable times during business hours to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. .RTlCLE VI RENTAL PAYMENTS ection 6,01 Rental Payments to Constitute a Current Exoense of Lessee. Lessor and Lessee understand and intend that the obligation of Lessee 10 pay Rental Payments hereund hall constitute a current expense of Lessee payable out 01 its available non-ad valorem revenues and shall not in any way be construed to be a debt of Lessee in contravention of al ~~e~aI-t.3x revenues, funds or moni'es. '~tion 6.n. Payment of Rental Payments. During the Original Tenn and during each Renewal Tenn elected by lessee, lessee shall pay Rental Payments, exdusively from lega laifable funds,'in lawful money of the United States of America to lessor or, in the event of assignment by Lassor, to its assignae, in the amounts and on the dates set forth in Exhibit 3reto, Rental Payments shall be in consideratif?n for lesSl;le's use of the Equipment during the applicable year in which such payments are due. ection 6.03, Intarest and Princioal Comoonents. A portion of each lease 'Rental Payment is paid as, and represents payment of, interest, and the, balance of ,each Rental Payment is pa 5, and represents paymant of principal. Exhibit E herato sats forth the intarest component and tha principal componant of each Rental Payment during the lease Tenn. ection 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 eal ase rental payment being exduded from lessor's income pursuant to Section 103(a) of the United States Intemal Revenue Code of 1986 as amended (the "Code.). Accordingly, if at al ne, as a result of a detennination 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 intere )mponent or the principal component of any Rental Payment is, in the opinion of counsel for the lessor, subject to or affected by any income, preference, excess profits, minimum or oth {jeral 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. lessol llculations of such additional interest shall be binding upon lessee in the absence of manifest error, ection 6.05. Rental Payments to be Unconditional. During the Original Tenn and during each Renewal Tenn elected by lessee, the obligations of lessee to make payment of the Rent ayments required under this Article VI and other sections hereof and to perfonn and observe the covenants and agreements contained herein shall be absolute and unconditional in ; lents, 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 Rent ayments when due and shall not withhold any Rental Payments pending final resolution of such dispute, nor shall lessee assert any right of set-off or counterdaim against its obligation lake such payments when required under this Agreement. lessee's obligation to make Rental Payments during the Original T enn or the then current Renewal T enn elected by lessl 'lB1I not be abated through accident or unforeseen circumstances, ection 6,06, Continuation of lease Tenn bv lessee, lessee intends, subject to the provisions of Section 6.07, to continue the lease Term through the Original Tenn and all the Renl ayments 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 Origin enn and each of the Renewal Tenns can be obtained. lessee further intends to do all things lawfully within its power to obtain and maintain funds from which the Rental Payments m, 3 made, Induding making provision for such payments to the extent necessary in each annual budget submitted and adopted in accordance with applicable provisions of state law, to ha' Jch portion of the budget approved, and to exhaust all available reviews and appeals in the event such portion of the bUdget is not approved. ection 6,07, Tennination bv Nonaoorooriation. In the event lessee does not appropriate sufficient funds for the payment of the Rental Payments scheduled to be paid in the ne ::curring Renewal Tenn, and if lessee has no funds legally available for Rental Payments from other sources, then lessee may tenninate this Agreement at the end of the then curre 'figinal Tenn or Renewal Tenn, 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 enewal Tenn. lessee agrees to deliver notice to lessor of such tennination at least 90 days prior to the end of the then current Original or Renewal Tenn. ection 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 3ssor BJl 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 lpayment 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 princip :>mponent of past due rental payments. ection 6.09 Preoavment. lessee shall have the right to prepay principal components of Rental Payments in whole on any date set forth in Exhibit E by paying the then applicab urchase 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 less ritten 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 for I 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 Renl aymenls, based upon amortization of the adjusted Purchase Price over the remaining tenn. RTICLE VII TITLE TO EQUIPMENT ection 7 01 Title to the Eauioment. During the tenn of this Agreement, title to the Equipment and any and all additions, repairs, replacements or modifications shall vest in lesse Jbject to the rights of lessor under this Agreement. In the event of default as set forth in Section 13,02 or non appropriation as set forth in Section 6,07, title to Equipment, sh; nmediately vest in lessor, and lessee will reasonably surrender possession of the Equipment to lessor. ection 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 II quipment and on all additions, attachments, accessions and substitutions thereto, and on any proceeds therefrom, lessee hereby authorizes lessor to prepare and file such financir Iatements, any amendments thereto and other such documents to establish and maintain lessor's valid first lien and perfected security interest. lessee hereby acknowledges the recei f copies of the financing statements prepared by lessor and hereby confinns the accuracy of the infonnation contained therein. lessee further agrees to execute such addition ocuments, induding affidavits, notices and similar instruments, in fonn satisfactory to lessor, which lessor deems necessary or appropriate to establish and maintain its security intere, nd upon assignment. the security interest of any assignee of lessor, in the Equipment. RTICLE VIII MAINTENANCE; MODIFICATION; TAXES; INSURANCE AND OTHER CHARGES ection 8.01. Maintenance of Eauioment bv lessee. lessee agrees that at all times during the lease Tenn lessee will. at lessee's own cost and expense, maintain, preserve and kel lEI Equipment in good repair, wor\(ing order and condition, and that lessee will from time to lime make or ceuse to be made all necessary and proper repairs, replacements and renewal assor shall have no responsibility in any of these matters, or for the making of improvements or additions to the Equipment. ection 8.02. Taxes, Other Govemmental Charaes and Utility Charaes. The parties to this Agreement contemplate that the Equipment will be used for a govemmental or proprieta urposes 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, possessi( r acquiSition of the Equipment is found to be subject to taxation in any fonn (except for income taxes of lessor), lessee will pay during the lease T enn, as the same respectively con ue, all taxes and govemmental charges of any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Equipment and any equipment or oth roperty 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, electricil eat, power, telephone, utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Equipment; provided that, with respect to any govemmenl harges 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 effect ection 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 sh; emonstrale to the satisfaction of Lessor that adequate self-insurance is provided with respect to the Equipment, sufficient to protect lhe Full Insurable Value (as that tenn is hereinall efined) 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. lessf hall furnish to lessor certificates evidencing such coverage throughout the lease T enn, Altematively, lessee may Insure the Equipment under a blanket insurance policy or policies whil Jver 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, he "Full Insurable Value" as used herein shall mean the full replacement value of the Equipment. ny 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. TI et Proceeds (as defined in Section 9.01) of the insurance required in this Section 8,03 shall be applied as provided in Artide IX hereof. Each insurance policy provided for in this Secti( ,03 shall contain a provision to the effect that the insurance company shall not cancel the policy or modify it materially and adversely to the interest of lessor without first giving writtf otice thereof to lessor at least 30 days in advance of such cancellation. ectIon 804. 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 operatil JOdition, 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 amoun o advanced therefore by lessor shall become additional rent for \he then current Original Tenn or Renewal Tenn, which amounts, together with interest thereon at the rate of 12% p nnum, lessee agrees to pay. RTICLE IX DAMAGE, DESTRUCTION AND CONDEMNATION: USE OF NET PROCEEDS ectIon g 01. Damaae, Destruction and Condemnation. Unless lessee shall have exercised its option to purchase the Equipment by making payment of the Purchase Price as providl arein, if prior to the tennination of the lease Tenn (a) the Equipment or any portion thereof is destroyed (in whole or in part) or is damaged by fire or other casualty or (b) title to, or tI Imporary use of the Equipment or any part \hereof or the estate of lessee or lessor in the Equipment or any part thereof shall be taken under the exercise of the power amine"!t domain I ny governmental body or by any person, finn or corporation acting under govemmental authority, lessee and lessor will cause the Net Proceeds of any insurance claim or condemnatit NlIrd to be applied to the prompt repair, restoration, modification or improvement of the Equipment. Any balance of the Net Proceeds remaining after such wor\( has been completed sh; a paid to lessee, or purposes of Section 8,03 and this Artide IX, the tenn "Net Proceeds. shall mean the amount remaining from the gross proceeds of any insurance claim or condemnation award aft educting all expenses (including attorney's fees) incurred in \he collection of such daims or award. ection 9.02. Insufficiencv of Net Proceeds. If the Net Proceeds are insufficient to pay in full the cost of any repair, restoration, modification or improvement referred to in Section g.( ereof, lessee shall either (a) complete the wor\( 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 N roceeds, lessee shall make any payments pursuant to the provisions of this Section 9,02, lessee shall not be entitled to any reimbursement therefore from lessor nor shall lessee I ntitled to any diminution of the amounts payable under Article VI hereof or (b) if lessee is not in default hereunder, lessee shall pay to lessor the amount of the then applicable Purcha, 2 Il~. dll'U. U~'I ""'\..1' vo"......... ....... ..........- ........ ....-.. ................... ........ ..........~...., ~ "'lC'C'" ,,' UI'O ........U'tJ",....,. .......... .....................~ tJ'......,.......... ". ............ ,....., ....~ "",,*.QC,.,Q.,.. ,.n,;,. .....'V...... V, UfQ ,'I roceeds in excess of the then applicable Purchase Price, if any, may be retained by Lessee. , ' RTIcLE X DISCLAIMER OF WARRANTIES; VENDOR'S WARRANTIES; USE OF EQUIPMENT ection 10,01. Disclaimer of Warranties. LESSOR MAKriS NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITIOI IERCHANTABILlTY OR FITNESS FOR PARTICUlAR PURPOSE OR FITNESS FOR USE OF THE EQUIPMENT, OR WARRANTY WITH Re;SPECT Ti-lERETO, In no event sh; 3ssor 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 1Y item or products or services provided for in this Agreement. ection 10.02. Vendor's Warranties, Lessor hereby irrevocably appoints Lessee its agent and attomey-in-fact during the Lease Term, so long as Lessee shall not be in default hereundl , assert from time to time whatever claims and rights, including warranties of the Equipment. which Lessor may have against the Vendor of the Equipment. Lessee's sole remedy for II 'each 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 ( e 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 make 1d has made, no representation or warranties whatsoever as to the existence or availability of such warranties of the Vendor of the Equipment. ection 10.03 Use of the Eauioment. Lessee will not install, use, operate or maintain the Equipment improperly, carelessly. in violation of any applicable law or in a manner contrary iSt 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 )mply in all respects (including, without limitation, with respect to the use, maintenance and operation of each item of the Equipment) with all laws of the jurisdictions in which its operatiol volving any item of Equipment may extend and any legislative. executive: administrative or judicial body exercising any power or jurisdiction over the items of the Equipment; provide :lWElver. 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 II state of Lessor in and to any of the items of the Equipment or its interest or rights under this Agreement. RTICLE XI OPTION TO PURCHASE ection 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: I} 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 I} 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 :} 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, pon 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 I 3ssee, RTlCLE XII ASSIGNMENT, SUBLEASING,INDEMNIFICATlON MORTGAGING AND SELLING ection 12.01. Assianment 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 mo ssignees 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 18ssignment shall be effective unless and until (i) Lessee shall have rP.Ceived notice of the assignment or reassignment disclosing the name and address of the assignee or subassigne nd (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 compal grees 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 18 Lessee. to 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 18ke 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 t~ greement or otherwise) that Lessee may from time to time have against Lessor, or the assignee. Lessee agrees to execute all documents which may be reasonably requested by Less r its assignee to protect their interests in this Agreement. ' ection 12,02. No Sale, Assianment or Subleasina bv Lessee. This Agreement and the interest of Lessee in the equipment may not be sold, assigned or encumbered by Lessee witho IS prior written consent of Lessor or assignee, ection 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 fro nd against any and all liability, obligations, losses. claims and damages whatsoever, regardless of cause thereof, and expenses in connection therewith, including, without limitatio ounsel fees and expenses, penalties and interest arising out of or as the result of the entering into this Agreement. the ownership of any item of the equipment, the ordering. acquisitio se. operation, condition, purchase, delivery, rejection, storage or retum of any item of the equipment or any accident in connection with the operation, use, condition, possession, storal r 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 a' Ifect 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 tI ayments required pursuant to this Agreement by reason of any defects, malfunctions, breakdowns or infirmities of the equipment. .RTICLE XIII EVENTS OF DEFAULT AND REMEDIES ection 1301 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 a sed in this Agreement, anyone or more of the following events: I) Failure by Lessee to pay any Rental Payment or other payment required to be paid hereunder at the time specified herein; and )) Failure by Lessee to observe and perform any covenant, condition or agreement on its part to be observed or performed, other than as referred to in Section 13.01 (a), for a period of: ays after written notice. specifying such failure and requesting that it be remedied as given to Lessee by Lessor. unless Lessor shall agree in writing to an extension of such time prior Ie 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 SUI me if corrective action is instituted by Lessee within the applicable period and diligently pursued until the default is corrected. he 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 unab I 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 efault during the continuance of such inability, The term .force majeure" as used herein shall mean. without limitation, the following: acts of God; strikes. lockouts or other employ! ~lations disturbances; acts of public enemies; orders or restraints of any kind of the govemment of the United States of America or the state wherein Lessee is located or any of tm epartments, agendes or officials, or any civil or military authority. insurrections: riots; landslides; earthquakes; fires: storms: droughts: floods: or explosions. ,ection 1302. Remedies on Default. Whenever any event of default referred to in Section 13.01 hereof shall have happened and be continuing, Lessor shall have the right at its so plion without any further demand or notice. to take one or any combination of the following remedial steps: I} 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 ren nd other amounts payable by Lessee hereunder to the end of the Original Term or the then current Renewal Term; and )} 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 IS Equipment. essee further agrees that Lessee shall pay to Lessor such further amounts as may be sufficient to reimburse Lessor fully for its costs and expenses as incurred as a result of Les5l* efaull 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 witho "itation and to the extent not prohibited by applicable law. the Lessor's reasonable attomey's fees and expenses for enforcing Lessee's obligations hereunder. ection 13.03 No Remedv Exclusive. No remedy herein conferred upon or reserved to Lessor is intended to be exdusive and every such remedy shall be cumulative and shall be ddition to every other remedy give under this Agreement or now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any defa, hall 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 ma~I' be deem! xpedient. .RTICLE XIV MISCELLANEOUS : ection 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 me ostage prepaid, to the parties at their respective places of business. , ection 1402. Bindina Effect, This Agreement shall inure to the benefit of and shall be binding upon Lessor and Lessee and their respective successors and assigns, ! ection 14,03. Severabilitv. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall nol'invalidate mder unenforceable any other provision hereof. action 14,04, Amendments, The terms of the Agreement shall not be waived. altered. modified, supplemented or amended in any manner whatsoever except by written instrume ignad by the Lessor and the Lessee; nor shall any such amendment that affects the rights of Lessor's assignee be effective without such assignee's consent. ection 14,05. Execution in Counteroarts. This Agreement may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and tI eme instrument. ection 14,06. Vendor PavablelEscrow Account. In the event vendor payment by Lessor is not made upon Lease Commencement. lease proceeds will be held in a Vend 'ayablelEscrow Account until requested by Lessee. wilh escrow eamings payable to Lessor, ection 14,07. Accrued Interest. In the event of a delayed closing, Lessor will benefit from the interestlhat accrues between the Commencement Date and the Closing Dale. 3 ;;ct;; 14 op C:;;~~~ TI;' ~pik,;,;;r-h;di;~'in u,~Ag;';;;'~~I~;"e ~r';~;~'I~~~~~-;;;;d"d~ ~ d;;fl~;: ii';it07d~bevih'e-Scope or Intent of any provisions of sections of It 'g~enl . . ectlon 14,10 Entire Aareement This Agreement and \he executed Exhibits attached hereto constitute \he entire agreement between Lessor and Lessee, No waiver, consel ooiflcatlon or change of \emls of this Agreemont shall bind either party unless In writing signed by both parties. and \hen such waiver. consent, modification or change shall be effecti> 1ty In \he specific Instance and for \he specific purpose given, There are no understandings, agreements. representations or warranties, express Of Implied. nQl specified herein, regardl, ~s Agreement or \he equipment leased hereunder. , , ecIion 14 11 Execution of Facsimfle, In \he interest of time, each party agrees that execution of signature pages of \his Agreement by such party followed by transmission of such page! , facslmlleITeJecopIer will be legally binding upon such party. After each party has executed and transmitted such signature pages, each party agrees 10 execute hard copies of this greement and Lessee agrees to promptly foIward originals to Lessor, 9dlon 14 12 Correction of Documents, Lessee agrees 10 execute and deliver, or provide. as required by Lessor, any documents and Infoonation. from lime 10 time, that may be ~ for the purpose of correcting any errors or omissions in this Lease or 10 reflect \he true Intent of Lessor In this transaction, All such documents and Information must be IUsfadoly 10 Lessor. ny \emls and conditions of any purchase order or other document (with \he exception of Supplements) submiUed by Lessee In connection with this Agreement which are In addition 10 consistent with \he terms and conditions of this Agreement will not be binding on Lessor and will not apply 10 this Agreement Lessee by the signature below of Its authorizA rpresentative acknowledges that It has read lhls Agreement, understands it, and agrees 10 be bound by Its tenns and condllions, I WITNESS WHEREOF. Lessor has executed \his Agreement In its corporate name with its corporate seal hereunto affixed and aUested by its duly authorized officers. and Lessee hi IUsed lhls Agreement 10 be executed In Its corporate name with Its corporate seal hereunlo affixed and aUested by Its duly authorized officers. All of the above occurred as of \he date fir ritten belOW; this Agreement shall be binding on Lessee beginning on the date it is accepted and executed by Lessor, LESSOR: Leasing 2, Inc. Execute: By: ~ 1>~)\~t Title: Date: ~ - '6-oy LESSEE: City of Augusta Attest: Execute: ~g1~6 Mayor . By: By: '.Title: Title: . Date: Date: ~ /~ Iof I / 2~ 4 EXHIBIT A RESOLUTION OF GOVERNING BODY EXTRACT OF MINUTES LESSEE: City of Augusta At a duly called meeting of the governing body of Lessee (as defined In the Agreement) held on the , 20~, the following resolution was introduced and adopted, l Co-tn day of M /1 r<. c. I-J. 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. 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 goveming body of Lessee that the terms of saJd Lease-Purchase Agreement are in the best interest of Lessee for the acquisition of such equipment, and the goveming body of Lessee designates and confirms the following persons to execute and deliver, and to witness (or attest), respectively, Leasing 2, Inc. Lease-Purchase Agreement and any related documents necessary to the consummation of the transactions contemplated by the Lease-P rchas Agreement. ~ Bob Youno. Mavor (Print Name and Title) The undersigned further certifies that the above resolution has not been repealed or amended and remains in full force and effect and further certifies that the above and foregoing Lease-Purchase Agreement is the sam as presented at s Id meeting of the governing body of Lessee. (SEAL) AUGUSTA-RICHMOND COUNTY COMMISSION STEPHEN E. SHEPARD County Attorney Augusta Law Department BoB YOUNG Mayor WDL "Willie" H. Mays, m Mayor Pro Tern STAFF ATroRNEYS . Vanessa Flournoy Harry B. James, m Betty Beard Marion Williams Barbara Sims Richard Cocloogh Bobby G Hankerson Andy Cheek Tommy Boyles Jimmy Smith Wm, "Willie" H. Mays, ill Don A. Grantham EXHIBIT B George R. Kolb Administrator OPINION OF LESSEE'S COUNSEL Reply to: 701 Greene Street, Suite 104 Augusta, Georgia 30901 LESSEE: City of Augusta DATE OF AGREEMENT: Aprill,2004 Leasip~ 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 Aprill, 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: I. Lessee is a public body corporate and politic, legally existing under the laws of the State of Georgia. 2. The Agreement has been duly authorized, executed and delivered by Lessee, pursuant to Constitutional, statutory and/or home rule provisions which authorize this transaction and Resolution, Item No. 22, Augusta Commission meeting of March 16, 2004, attached as Exhibit A to the Agreement. 3. The Agreement is a legal, valid and binding obligation of Lessee, enforceable in accordance with its tenns. In the event the Lessor obtains a judgment against Lessee in money damages, a;; a result of an ,event of default under the Agreement, Lessee will be obligated to pay such judgment. 4. Applicable public bidding requirements have been complied with. 5. To the best of my knowledge, no litigation is pending or threatened in any court or other tribunal, state or federal, which questions or affects the validity of the resolution or the Agreement. 6. The signatures of the officers of City of Augusta which appear on the Agreement are true and genuine; I know said officers and know them to hold the offices set forth below their names. Augusta Law Department 501 Greene Street, Suite 302. Augusta, Georgia 30901 (706) 842-5550 - Fax (706) 842-5556 County Attorney 701 Greene Street, Suite 701, Augusta, Georgia 30901 (706)724-6597 - Fax (706) 722-4817 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 tenn of the Lease and the Equipment will be exempt from any state and local personal property or other ad valorem taxes during the tenn of the Lease. This opinion may be relied upon by the addressee hereof and its successors and assignees of interests in the Lease, but only with regard to matters specifically set forth herein. F: \SHEPP ARD'STEVE\DAILY\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 Agreemenr with referenced Exhibits attached thereto (the "Agreemenr) dated April 1, 2004, and Issued said date, HEREBY CERTIFY that 1. The Agreement was issued by the Lessee under and pursuant to law to finance the acquisition of the certain Equipment described therein. 2. Pursuant to the Agreement, the Lessee is entitled to receive said Equipment in consideration for the obligation of the Lessee under the Agreement. Said Equipment will be used In furtherance of the public purposes of the Lessee. The Lessee does not intend to sell said Equipment or said Agreement or to otherwise dispose of said Equipment during the term of the Agreement. The Lessee will not receive any monies, funds, or other "proceeds" as a result of the Agreement. (AoJ ~(( Q..v... ~ P"'I ~ ~ ~e}- 3. The Lessee expects to make payments under the Agreement from Its fi'iRllral 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 affec~e expectations herein expressed. IN WITNESS WHEREOF, I have hereunto set my hand this ~O '" day Of~, 20~, LESSEE: Ci~ ~~'6 y& By: Bob Young Title: Mavor EXHIBIT D DESCRIPTION OF EQUIPMENT The Equipment which is the subject of the attached lease-Purchase Agreement is as follows: 2001 AI-Jon Lan'I~~actor; Serial No. -,~, q9. lo . ./y~ together with all additions. accessions and replacements thereto. lessee hereby certifies that the description of the personal property set forth above constitutes an accurate description of the .Equipment", as defined in the attached lease-Purchase Agreement. lOCATION OF THE EQUIPMENT: 4330 Deans Bridae Road Blythe. GA 30805 lESSEE: CltyO~ '^' ~f1 By: Bob YO"'. ~'6 Title: Mavor Date: ~ )~ /0'1 , EXHIBIT E PAYMENT SCHEDULE LESSEE: EQUIPMENT COST: COMMENCEMENT DATE: City of Augusta $185,000.00 April 1, 2004 PAYMENT PURCHASE NO. DATE PAYMENT INTEREST PRINCIPAL PRICE 1 5/1/04 $ 5,548.77 $ 778.54 $ 4,770.23 $ 186,610.39 2 6/1/04 $ 5,548,77 $ 758.47 $ 4,790.30 $ 181,478.38 3 7/1/04 $ 5,548.77 $ 738.31 $ 4,810.46 $ 176,334.91 4 8/1/04 $ 5,548.77 $ 718.06 $ 4,830.71 $ 171,179.95 5 9/1/04 $ 5,548.77 $ 697.73 $ 4,851.04 $ 166,013.48 6 10/1/04 $ 5,548.77 $ 677.32 $ 4,871.45 $ 160,835.47 7 11/1/04 $ 5,548.77 $ 656.82 $ 4,891.95 $ 155,645.90 8 12/1/04 $ 5,548.77 $ 636.23 $ 4,912.54 $ 150,444.74 9 1/1/05 $ 5,548.77 $ 615.56 $ 4,933.21 $ 145,231 .96 10 2/1/05 $ 5,548.77 $ 594.80 $ 4,953.97 $ 140,007.54 11 3/1/05 $ 5,548.77 $ 573.95 $ 4,974.82 $ 134,771.45 12 4/1/05 $ 5,548.77 $ 553.01 $ 4,995.76 $ 129,523.67 13 5/1/05 $ 5,548.77 $ 531.99 $ 5,016.78 $ 124,264.17 14 6/1/05 $ 5,548.77 $ 510.88 $ 5,037.89 $ 118,992.92 15 7/1/05 $ 5,548.77 $ 489.68 $ 5,059.09 $ 113,709.90 16 8/1/05 $ 5,548.77 $ 468.39 $ 5,080.38 $ 108,415.08 17 9/1/05 $ 5,548.77 $ 447,01 $ 5,101.76 $ 103,108.44 18 10/1/05 $ 5,548,77 $ 425.54 $ 5,123.23 $ 97,789.95 19 11/1/05 $ 5,548.77 $ 403.98 $ 5,144.79 $ 92,459.58 20 12/1/05 $ 5,548.77 $ 382.33 $ 5,166.44 $ 87,1.17.30 21 1/1/06 $ 5,548.77 $ 360.58 $ 5,188.19 $ 81,763.09 22 2/1/06 $ 5,548.77 $ 338.75 $ 5,210.02 $ 76,396.92 23 3/1/06 $ 5,548.77 $ 316.82 $ 5,231.95 $ 71,018.77 24 4/1/06 $ 5,548.77 $ 294.81 $ 5,253,96 $ 65,628.61 25 5/1/06 $ 5,548.77 $ 272.70 $ 5,276.07 $ 60,226.41 26 6/1/06 $ 5,548.77 $ 250.49 $ 5,298.28 $ 54,812.15 27 7/1/06 ' $ 5,548.77 $ 228.20 $ 5,320.57 $ 49,385.79 28 8/1/06 $ 5,548.77 $ 205.81 $ 5,342.96 $ 43,947.31 29 9/1/06 $ 5,548.77 $ 183.32 $ 5,365.45 $ 38,496.69 30 10/1/06 $ 5,548.77 $ 160.74 $ 5,388.03 $ 33,033.90 EXHIBIT E PAYMENT SCHEDULE continued 31 11/1/06 $ 5,548.77 $ 138.07 $ 5,410.70 $ 27,558.91 32 12/1/06 $ 5,548.77 $ 115.30 $ 5,433.4 7 $ 22,071.69 33 1/1/07 $ 5,548.77 $ 92.43 $ 5,456.34 $ 16,572.21 34 2/1/07 $ 5,548.77 $ 69.47 $ 5,479.30 $ 11,060.45 35 3/1/07 $ 5,548.77 $ 46.41 $ 5,502.36 $ 5,536.38 36 4/1/07 $ 5,548.77 $ 23.22 $ 5,525.55 $0.00 Grand Totals $ 199,755.72 $ 14,755.72 $ 185,000.00 LESSEE: CltyOf~ ~436 By: BooY~". l ~6 Title: Mavor Date: ~ I "to /o'{ EXHIBIT F ACCEPTANCE CERTIFICATE The undersigned, as Lessee under the Lease-Purchase Agreement (the "Agreemenr) dated April 1, 2004, with Leasing 2, Inc. ("Lessor"), hereby acknowledges: 1. x EaulDment delivered and acceDted: Lessee ~s received in good con~ all ~ Equipment described In the Agreement and in Exhibit 0 thereto this ~ day of M: , 20~ 2. EauiDment delivery has not vet taken Drace: The Equipment described In the Agreement and in Exhibit 0 thereto, has not been delivered, but Is scheduled to be delivered on/or before . Lessor has agreed to deposit into an escrow account an amount sufficient to pay the total cost of the equipment Identified in Exhibit 0 of the Agreement. The Lease Amount of the Exhibit E accurately reflects the cost of the equipment. Lessee agrees to execute an Acceptance Certificate and Payment Request Fonn 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 tenns 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- perfonnance by the Vendor, Lessee will retain all responsibility for perfonnance under the lease. 3. Vendor will be Dald In full Drlor to delivery of eauiDment: 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 hannless 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-perfonnance by the Vendor, Lessee will retain ali responsibility for perfonnance under the lease. Lessee certifies that Lessor has fully and satisfactorily perfonned all of its covenants and obligations required under the Agreement, and confinns 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 reaffinns 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, j?f1 By: Ci~~~ Bob YO""O . G.L- 6 LESSEE: Title: Mavor Date: ~/~%,/ , , EXHIBIT G ESSENTIAL USE/SOURCE OF FUNDS LETTER TO: Leasing 2, Inc. RE: Lease-Purchase Agreement Dated April 1, 2004. Gentlemen: Reference Is made to certain lease-Purchase Agreement dated April 1, 2004, between Leasing 2, Inc. and City of Augusta, leasing the personal property described in Exhibit 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. Soeclflcallv. the Eaulpment was selected bv us to be used as follows: Please describe USE of eauipment: LAND I=/LJ.., 7AA-SfI Com p/Je;no J Sincerely, ~b~~t ? /-..0 ~ Y Date g~ EXHIBIT H AMENDMENT AGREEMENT NUMBER ONE In conslderatlon of the mutual covenants of the Lessor and Lessee pursuant to the Lease-Purchase Agreement dated April 1, 2004, (the "Lease") between Leasing 2, Inc. ("Lessor") and City of Augusta ("Lessee"), such Agreement Is modified as follows: Lessee certifies that It reasonably antlclpates that it and all of its subordinate entitles will not issue more than $10,000,000 of "qualified tax-exempt obllgatlons" (as that tenn is defined In Sectlon 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 Sectlon 265 (b)(3)(B) of the Code so that it is eligible for the exception contained In Sectlon 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 tenns contained herein not otherwise defined shall have the same meaning as such tenns are used and defined in the Lease. Attached hereto is a completed Internal Revenue Service Fonn 8038-G, Infonnation 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 Fonn8038-GC), If IN .lfITNESS WHEREOF, the Lessee has caused this Agreement to be executed by its duly authorized officer on this the ~- day of ~-L .20 01 . LESSEE: City of Augusta r) 0 By ~~~ 6 Printed Name: Bob Youna. Mavor ,;"(SEAC)f jf:? By: Printed Name: F~rm' 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 If Amended Return, check here ~ 0 1 Issuer's name 2 Issuerjl employer identification number Ci of Au usta 58 : 2204274 3 Number and street (or P,O. box if mail is not delivered to street address) Room/suite 4 Report number 530 Greene Stree Rm 105 3 - 01 6 City, town or post office, state, and ZIP code 6 Date of issue Au usta GA 30911 April 1, 2004 7 Name of issue 8 CUSIP number Lease-Purchase A reement 9 Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone runber of offi::er or 1egaI.ep.ese. rtative . ,v ('l..e//- _ / -L6--r /J~1'1'/i11166~t.. (70,;) 82./-28 .2 Type of Issue (check applicable box(es) and enter the issue price) See instructions and attach schedule 11 0 Education . . , , 11 12 0 Health and hospital . 12 13 0 Transportation. , . 13 14 ~ Public safety, , , 14 $185,000.00 15 0 Environment (including sewage bonds) 15 16 0 Housing , , , , 16 17 0 Utilities . , , , , , , . . , . 17 18 0 Other. Describe ~ 18 19 If obliQations are TANs or RANs, check box ~ 0 If obliQations are BANs, check box ~ 0 20 If obligations are are in the form of a lease or installment sale, check box, . , , , ,. ~ 61'J Description of Obligations. Complete for the entire issue for which this form is being filed. Ic) Stated redemption Idl Weighted (bl Issue price price at maturity average maturity leI Yield 22 23 24 25 26 27 28 29 30 4/1/2007 $ 185,000.00 $ nla Uses of Proceeds of Bond Issue (including underwriters' discount) Proceeds used for accrued interest, , . , , , , . . . . . , . . Issue price of entire issue (enter amount from line 21, column (bl). . . . Proceeds used for bond issuance costs (including underwriters' discount), 24 Proceeds used for credit enhancement, , , , , , . . . . .. 25 Proceeds allocated to reasonably required reserve or replacement fund. 26 Proceeds used to currently refund prior issues , 27 Proceeds used to advance refund prior issues, , , , , , , , ,. 28 Total (add lines 24 through 28) , , , , , , . , . , . . , " ".,.". Nonrefundin roceeds of the issue (subtract line 29 from line 23 and enter amount here). , , . Description of Refunded Bonds (Complete this part only for refunding bonds.) Enter the remaining weighted average maturity of the bonds to be currently refunded ~ Enter the remaining weighted average maturity of the bonds to be advance refunded ~ Enter the last date on which the refunded bonds will be called. , . . . . . , , ~ Enter the date(s) the refunded bonds were issued ~ Miscellaneous Enter the amount of the state volume cap allocated to the issue under section 141 (b)(51 ' 35 Enta' the anount of gross proceOOs ilvested or to be ilvestoo il a gucrcnteed ilvestment OOltract (see i1structionsl 36a Enter the final maturity date of the guaranteed investment contract ~ Pooloo financings: a Proceeds of this issue that are to be used to make loans to other govemmental 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 i issuer ~ and the date of the issue ~ I If the issuer has designated the issue under section 265(b)(3)(B)(i)(11I1 (small issuer exception). check box , ~ '61'J If the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box , ~ '0 If the issuer has identified a hed e check box , ~ '0 Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements, and to the best of my knowledge and belief, the~e__cortJt and co~p:te~, ... l)"l>1/1 ....- ... Bob Young, Mayor , Signature of issuer's aut rized re , Type or print name and title Three 3 years 5.05 % $185000.00 $185 000.00 31 32 33 34 years years 35 36a b 37 b 38 39 40 Sign Here For Paoerwork Reduction Act Notice. see Daoe 2 of the Instructions. Cat. No, 63773S Form 8038-G IRev. 11-20001 EXHIBIT I NOTICE AND ACKNOWLEDGMENT OF ASSIGNMENT Leasing 2, Inc. f'lessor") hereby gives notice to the City of Augusta ("Lessee") that lessor has assigned all rights to payments under the lease-Purchase Agreement. dated as of April 1, 2004, between Leasing 2, Inc. ("Lessor") and City of Augusta ("Lessee"). Leasing 2. Inc. ("lessor") hereby requests, gives notice and Instructs City of Augusta ("Lessee") that payments that hereafter come due pursuant to the lease-Purchase Agreement be paid 10 Old National Bank or lis AssIgnee. . ~tft City~ ."Young 1 '- 6 LESSEE: . By: Tille: Mavor Date: 4/1 ~ y' INSURANCE COVERAGE REQUIREMENT FROM: Leasing 2, Inc. and/or Its Assigns 1720 West Cass Street Tampa, FL 33606-1230 City of Augusta 530 Greene Street, Rm 105 Augusta, GA 30911 TO: 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: S-~~:~!rt ~~(:~ 'A9 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 Uabillty 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 $100,000.00 property damage liability ~ 2. Pursuant to Section 8.03 of the Agreement, we are self-insured for all risk, physical damage, and public liability and will provide proof of such self-Insurance In letterform together with a copy of the statute authorizing this form of insurance. 3. p""" of In"...n'" """,,,go "" be pnwld~nc. andlD< '" ....Ign. p'" to the time thoJ the eq,lpment I. d~I'n".d to "'. By. Boo Yoong I V- t glJ Title: Mavor Date: ""1/ '>i> I. '/ I FINANCE DEPARTMENT DAVID PERSAUD, FINANCE DIRECTOR 'Room 201 - Municipal Building 630 Graene Street-- AUGUSTA, GA 30911 (706) 821-2428 - FAX (706) 821-2620 SANDRA M. WRIGHT, CWCP, RISK MANAGEMENT MANAGER Room 21 7 - Municipal Building 630 Greene Street - AUGUSTA, GA 30911 (706) 821-2301 - FAX (706) 821-2602 AS OF July 18, 1997 STATEMENT OF LIABILITY COVERAGE AUGUSTA COMMISSION The Augusta Commission does not carry commercial liability insurance coverage. Thi$ includes all lines. of liability coverage, with the exception of Public Officials Uability. Uability claims are handled in-house through the Risk Management Department and any settlement awards are paid from available, Commission funds. . Please be advised that Augusta Commission is entitled to the defense of sovereign Immunity. ~~.C/ ~ David Persaud / Director Finance / Risk Management Division NOll. l,c., kD~ < . Date October 2002 8, SEND ACKNOWLEDGMENT TO: (Name and Address) I I L --.J DEBTOR'S EXACT FULL LEGAL NAME - insert only one debtor name {1 a or 1 bl - do not abbrevtate or corrblne names la, ORGANIZATION'S NAME OR City of Augusta lb, INDMDUAl'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX lc. MAILING ADDRESS CITY STATE I POSTAL CODE COUNTRY 530 Greene Street, Rm 105 Augusta GA 30911 ld. TAX 10 #: SSN OR EIN I ADD'L1NFO RE 11e, TYPE OF ORGANIZATION 111. JURISDICTION OF ORGANIZATION , 1 g, ORGANIZATIONAL 10 II, If any 58-2204274 ORGANIZATION ! Municipality ! Georgia I 0" NONE DEBTOR I I I 2, ADDITIONAL EXACT FULL LEGAL NAME -Insert ooly one debtor name (2a or 2bl - do nol abbrevtate or corrblne names 2a. ORGANIZATION'S NAME OR 2b, INDMDUAl'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c, MAILING ADDRESS CITY STATE I POSTAL CODE COUNTRY 2d. TAX to II: SSN OR E1N I ADD'L INFO RE ;2e. TYPE OF ORGANIZATION j2f. JURISDICTION OF ORGANIZATION I 2g, ORGANIZATIONAL 10 II, II any ORGANIZATION I I I o NONE DEBTOR 3. NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP) -Insert ooly 2M secured party name (3a or 3b) 3a, ORGANIZATION'S NAME OR Old National Bank 3b, INDMDUAl'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c, MAILING ADDRESS CITY STATE I POSTAL CODE COUNTRY P. O. Box 658 Evansville IN 47704-0658 DEBTOR'S SECURED PARTY'S 4. ThIs FINANCING STATEMENT CO\l8tS the following collateral: 2001 Al-Jon Landfill ~pactor; Serial No. [6> r ~ 5, Al TERNATNE DESIGNATION pI applicable): OLESSEElLESSOR 0 CONSIGNEEICONSIGNOR 0 BAILEElBAILOR 0 SELLERlBUYER 0 AG, LIEN ONON-UCC FILING 6. 0 ThIs RI'WlCING STATEMENT Is to be IIled (for record) (or rerorded) In lha REAL 7, Check 10 REQUEST SEARCH REPORT(S) 00 Debtor(s) ESTATE RECORDS. Attach Addendum h Ilc:abla [ADDITIONAL FEE) [opUonal) DAti Deblors 0 Debtor 1 ODebler 2 8. OPTIONAL FILER REFERENCE DATA FlUNG OFFICE COpy - NATIONAL UCC FINANCING STATEMENT (FORM UCC1) (REV, 07/29/98) NATUCCl - 514101 C T System Online ~ BILLING INFORMATION Please indicate below how you would like us to bill you for the lease payments due under this Agreement, including a contact name, if applicable: Contact Name: L16 J4 SffEpPC'> O$.b C If'( of'" A-U6U.$7A, bGDR.6f11 Company: Street Address or Box #: 5 30 GR.i:::ENG :ST. 12ft,. /6:;- City, State, Zip: A()6UgrA) 6A. 30'( II 12.r Cf:i. NON D County: Fax: (706) 82/- 2334 ( 7Db) B 2-1 - 2 8 ~ Telephone: