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HomeMy Public PortalAboutmaster lease form gma-10032018110554.pdfU3 -Z4-94 U3:14FM FROM CIT?' OF TYBEE ISLAND FUZ 4Thc--Like-w /0-03 MASTER LEASE (EQUIPMENT) by and between GEORGIA MUNICIPAL ASSOCIATION, INC, as Lessor and CITY OF TYBEE ISLAND as Lessee Dated 2 7 1991i 03-24-94 03:14PM FROM CITY OF TYBEE ISLAND P03 MASTER LEASE (EQUIPMENT) THIS MASTER LEASE, is made by and between GEORGIA MUNICIPAL ASSOCIATION, INC., a Georgia nonprofit corporation and its successors and assigns ("Lessor"), and the Mayor and City Council of Tybee Leland, a municipal corporation of the State of Georgia signing below ("Lessee"). RECITALS: A. Lessee desires to lease certain equipment from Lessor pursuant to the provisions hereof and pursuant to the authority of O.C.G.A. Section 36-60-13. B, The equipment to be leased and the terms of the particular leases are to be set forth in Lease Supplements to this Master Lease from time to time. THE PARTIES HERETO AGREE AS FOLLOWS: ARTICLE I DEFINITIONS 1.01. Definitions. The following terms shall have the meanings set forth below for all purposes of this Master Lease: "Appropriation Certificate" means an Appropriation Certificate attached as Schedule C to the form of Lease Supplement, completed and delivered to Lessee. "Code" means the Internal Revenue Code of 1986, as amended, and any applicable regulations thereunder. "Equipment" means the machinery, equipment, vehicles or other personal property leased by any Lease Supplement, together with all additions, accessories, accessions, modifications, attachments, repairs, replacements and replacement parts thereto and therefor. "Equipment Schedule" means the Equipment Schedule attached as Schedule Aro a Lease Supplement. "Event of Default" means one of the events described in Section 10,01 hereof. "Event of Nonappropriation" means a nonrenewal of a Lease by the Lessee, determined by (i) Lessee's failure to appropriate for each year by February 1 of such year, specifically with respect to a Lease, moneys sufficient to pay the Rentals and the Termination Payment for such year as provided herein, (11) failure of Lessee to provide an Appropriation Certificate pursuant to Section 4.03(b) hereof, or (iii) receipt by Lessor of a Nonrenewal Notice. "Interest Portion" means that portion of Rentals attributed to interest on a Rental Schedule. "Lease" means the leasing of any Equipment pursuant to a particular Lease Supplement. "Lease Amount" means the costs associated with all or any items of Equipment as described in the Equipment Schedule to the pertinent Lease Supplemem. "Lease Supplement" means a Lease Supplement hereto, in the form attached as Exhibit ' 0' hereto, entered into by Lessor and Lessee with respect to particular Equipment leased hereunder. "Master Lease" means this Master Lease (Equipment), and any amendments and Lease Supplements hereto. 2 03-24-94 03:14PM FROM CITY OF TYBEE ISLAND PO4 "Nonrenewal Notice" means a notice delivered to Lessor pursuant to Section 3.01 hereof evidencing Lessee's intention not to renew a Lease for the subsequent Renewal Term or Ending Term. "Purchase Price" means the price to be paid kr Lessee's purchase of the Equipment set forth in the Rental Schedule. "Rental Schedule" means the Rental Schedule attached to a Lease Supplement, as same may be modified or amended. "Rentals" means the amounts payable by Leasee for any Lease, described in the Rental Schedule. "Servicer" means the entity from time to time named by Lessor as Servicer for this Master Lease. In the event that at any time there shall be no Servicer, Lessor shall be deemed to be Servicer. "Termination Payment" means, for each Lease, the aggregate of the Rentals due for the next succeeding Renewal Term or Ending Term, as the case may be. The tents "Starting Date; "Ending Date," "Starting Term," "Renewal Term," "Ending Term," and "Lease Term" for any Lease are defined in the pertinent Lease Supplement, ARTICLE 11 J.RASINO: PURCHASE OPTION 2.01 J ease Supplements. (a) Lessor and Lessee may enter into Lease Supplements hereto with respect to the Lease of particular Equipment, subject to the approval of Servicer and to ail of the other terms and conditions of this Master Lease, and for so long as no Event of Default or Event of Nonappropriation has occurred hereunder. (b). Lessee will provide to Lessor a completed and executed Notice of Intent to Lease, in the form attached hereto as Rxhibit "B" at least 30 days prior to the intended execution and delivery of a Lease Supplement for any Equipment proposed to be leased, together with such further information as Lessor or Servicer may reasonably require. (c) Each Lease shall be entered into only for Equipment of the types shown on Exhibit "A" hereto and sha1I have a Lease Term not exceeding the maximum leasing period for such type of Equipment as shown on Fxhibit "A" hereto, unless Servicer should approve a variance in writing for a particular Lease. (d) Following submission of the fully completed and executed materials described in paragraph (b) above, and provided that the coaditlons set forth in paragraph (a) above are satisfied, Lessor, or Servicer on its behalf, will prepare a Lease Supplement and the proposed Rental Schedule and Equipment Schedule thereto, and forward same to Lessee, together with forms for the additional schedules to the Lease Supplement (or any current versions thereof). Lessee must then execute the Lease Supplement and provide it, together with fully completed and executed copies of the additional schedules to the Lease Supplement to Lessor. (e) Following receipt of the completed and executed Lease Supplement and schedules as described in paragraph (d) above, Lessor will execute the Lease Supplement, whereupon same shall constitute an effective Lease of the Equipment described in the Equipment Schedule thereto, and governed by the terms of this Master Lease. (f) In no event will Lease Supplements having Lease Amounts aggregating in excess of Lessee's pre -approved limit be entered into without the consent of Servicer. No Lease Supplement shall be entered into under this Master Lease after Servicer gives notice to Lessor and Lessee that no further Leases may be originated hereunder, and this Master Lease shall thereafter terminate upon the expiration of the Lease Terms of any Leases outstanding hereunder. 3 03-24-94 03:14PM FROM CITY- OF TYBEE ISLAND P05 2.02Title to the Equipment. (a) Lessor shall hold title to the Equipment during the Lease Tenn. For any item of Equipment for which a bill of sale or invoice may be issued by a vendor or contractor, Lessee shall Cause such bill of sale or invoice to be issued in the name of and promptly delivered to the Lessor. (b) The Lessee shall take any and all actions reasonably required to maintain and evidence Lessor's title to and interest in the Equipment at all times during the Lease Term (c) Lessee hereby grants to Lessor a first and prior Lien and security interest in any and all rights, title and interest of Lessee in and to the Equipment and in all additions, attachments, accessions, accessories, repairs, replacements, improvements and substitutions, now or hereafter acquired together with the proceeds thereof (d) Upon the exercise of a purchase option in accordance with Sections 2.04 or 3.04 hereof, all right, title and interest of Lessor in and to the Equipment shall be transferred to and vest in Lessee, and, on request, Lessor will provide a bill of sale to such Equipment. Such transfer shall be without warranty, express or implied. Lessee will accept any such purchased Equipment "as is" and at its current location. 2.03 Personal Property The Equipment is and will remain personal property and will not be deemed to be affixed to or a part of the realestate on which it may be situated, notwithstanding that the Equipment or any part thereof may be in any manner physically anached to real estate. If requested by Lessor or Servitor, Lessee will furnish a satisfactory landlords or mortgagee's waiver with respect to the Equipment. 2.04 Purchase Option. Upon thirty (30) days' prior written notice from Lessee to Lessor and Servicer and provided that there Is then existing no Event of Default of event which with notice or lapse of time, or both, could become an Event of Default, Lessee will have the option to purchase any item of Equipment on the date specified by paying to Lesser the then applicable Purchase Price. If the item of Equipment is Iess than all of the Equipment covered by a Lease Supplement, the Purchase Price payable is that portion of the Purchase Price shown on the Rental Schedule attributable to the Lease Amount of the item of Equipment to he purchased. If less than all of the Equipment covered by a Lease Supplement is purchased, Servicer will prepare and send to Lessor and Lessee a revised Rental Schedule to reflect the removal of the purchased Equipment from the Lease. ARTICLE III TERM QF LEASES 3.01 Renewal. Expiration or Termination of a Lease Term. The current Starting Tenn or Renewal Tenn of each Lease will renew automatically on January 1 of each year for a Renewal Tenn or Ending Term, until the Ending Date, unions Lessee provides Lessor and Servicer by October 1 of the preceding year a Nonrenewal Notice. Notwithstanding the foregoing, the Lease Term of a Lease will expire or terminate, as appropriate, prior to its stated term as of the first to occur of the following: (a) December 31 of the last year for which full appropriation of Rentals was made, if there occurs an Event of Nonappropriation with respect to the Lease, or (b) the date of termination of the Lease by Lessor, if them occurs an Event of Default 3.02 Effect of Nonepgropriation on other Leases. Should an Event of Nonappropriation occur with respect to any Lease, Lessor may by notice to Lessee, deem such event to be the exercise of Lessee's purchase option pursuant to Section 2.04 hereof with respect to any or all other Leases. 3.03 Delivery of Equipment Following Expiration or Termination. If an Event of Default or an Event of Nonappropriation with respect to a Lease occurs hereunder, Lessee will than (or, in the case of an Event of Nonappropriation on December 31 of the Last year for which Lessee has paid or appropriated moneys sufficient to pay all Rentals coming due) surrender peaceably possession of the Equipment to Lessor or its assignee in good condition and repair, normal wear and tear 4 03-24-94 03:14PM FROM CITU OF TYBEE ISLAND P06 excepted, prepared by Lessee for shipment in accordance with Lessor's or its assignee's specifications and freight prepaid and insured to any location in the continental United States designated by Lessor; provided further, however, until the Equipment is actually delivered to Lessor, the risk of loss shall remain with Lessee or its assignee. Lessor will have all legal and equitable rights and remedies to enforce its rights, including but not limited to, the right to take possession of the Equipment. On request, Lessee shall execute and deliver to Lessor such deeds, bills of sale, assignments, releases or other instruments as necessary or desirable to vest or confirm in Lessor or its assignee all bight, title and interest of Lessee in the Equipment. 3.04 Purchase upon Ending Date, Should a Lease continue to be renewed throughout the Lease Term and should there exist no Event of Default, Lessee shall have the option to purchase the Equipment an the Ending Date for the sum S1, and shall be deemed to have exercised such option unless it shall have provided notice of the non -exercise of such option to Lessor at least 30 days prior to the Ending Date. ARTICLE IV PAYMENT OBLIGATIONS 4.01 Rentals Payable The Leasee shall pay the Rentals in the amounts, at the times, and in the manner set forth in the Rental Schedule attached to the Lase Supplement 4.02 Termination Payment The Lessee shall pay to the Lessor the Termination Payment upon expiration or termination of the Lease Term of a Lease pursuant to Section 3.01 hereof 4.03 Covenants Regardine Appropriations. (a) Lessee will cause its budget officer (I) to include in the municipal budget a request or requests for the amounts necessary to pay the Rentals and the Termination Payment for each Lease during the next succeeding Renewal Term or Ending Term, and (JO to take such further action (or cause the same to be taken) as may be necessary or desirable to assure the availability of moneys appropriated to pay such Rentals and the Termination Payment for each such Renewal Term or Ending Term. (b) The Lessee will provide to Lessor an Appropriation Certificate for each Lease on or before February 1 of each year, pertaining to the current Renewal Term or Ending Tenn. (c) Lessee shall notify Lessor in writing promptly, and prior to February 1 of each Renewal Tema or Ending Term, of the amount of any deficiency in appropriations for the Leases and whether or not Lessee believes such deficiency will cause it to be unable to pay Rentals coming due hereunder during the current Renewal Term or Ending Term. 4.04 Limitations on Liability (a) Nothing in this Master Leese shall he construed to require the governing body of Lessee to make any future appropriation of money to pay any Rentals, the Termination Payment, the Purchase Price or other amounts owing hereunder. (b) All payments required to be made by Lessee hereunder constitute current expenses of Lessee, and Lessee's obligations hereunder are from year to year only and do not constitute a mandatory payment obligation of Lessee in any ensuing calendar year beyond the current calendar year in contravention of O.C.G.A. Section 36-60-13, as amended. No provision hereof shall be construed or interpreted as creating a general obligation or other indebtedness of Lessee or the State of Georgia, within the meaning of any constitutional or Statutory debt limitation. This Master Lease does not directly or indirectly obligate Lessee to make any payments hereunder beyond those appropriated for Lessee's then current calendar year. 4.05 payment Late Payments. Ail payments required to be made by Lessee hereunder shall be paid in lawful money of the united States of America, by check drawn against funds of Lessee, at the office of Servicer or in such other manner or at such other place as may be agreed to by Servicer and Lessee. All paymonts required to be made by Lessee 5 4Z -La -J 1L:J(Yv FKUM U11Y Vf 1Ytf1L 1 LHlVll YUL hereunder not paid within 10 days of the due date shall bear additional interest equal to five percent (5%) of the delinquent amount. 4.06 Possession Foliosjog Nonappropthnion. If an Event of Nonappropriation occurs and Lessee continues to possess the Equipment, Lessee shall continue to be liable for the portion of the Rentals which would have been due during the period in which Lessee condnues to possess the Equipment had the Lease not terminated, subject to the availability of sufficient legally available funds for such purpose. 4.07 Tax Treatment of Real. (a) Each Lease is entered into on the basis that the Interest Pordon of the Rentals is not includable in the gross income of Lessor for Federal income tax purposes and that Lassor's assignees may deduct at least 80% of its carrying charges with respect to the Lease under Section 265(b)(3) of the Code. ro) For the purposes of this Section 4.07, the following terms are defined as follows: "Adjusted Rate" means that rate of interest that must be applied to a Lease .Amount so as to preserve the same after- tax economic yield with respect to the Interest Portion of Rentals on a Lease as Lessor (including specifically any assignee of the Interest Portion) would have had had the Interest Portion been excludable from gross income for Federal income tax. per. "Event of Taxability" means a determination by the Internal Revenue Service, any court of competent jurisdiction, or bond counsel acceptable to Lessor that the Interest Portion of Rentals on a Lease is includable in gross income for Federal income tax purposes. "Federal Tax Rate" means the maximum marginal Federal income tax rate applicable to corporations. (0) Following the occurrence of an Event of Taxability: (i) Lessee shall pay to Lessor within thirty days of billing a stun equal to (A) the increase in the interest Portion when computed at the Adjusted Rate for the period from the effective date of the Event of Taxability to the effective date of the modification described in (ii) below, and (B) all interest, penalties and other similar charges payable by Lessor to the Internal Revenue Service as a result of the Event of Taxability; and (ii) Servicer shall modify the interest Portion of the Rentals under the Rental Schedule for the Lease Supplement for all future periods to reflect the Adjusted Rate, and provide notice thereof to Lessor and Lessee, which adjusted Rentals Lessee shall thereafter pay. (d) Should the Federal Tax Rate change from time to time following any Starting Date, Servicer shall modify the Interest Portion of the Rentals under the Rental Schedule for the Lease Supplement for all future periods by a fraction the numerator of which is 100% minus the Federal Tax Rate as so changed and the denominator of which is 100% minus the previous Fbderal Tax Rate, which adjusted Rentals Lessee shall thereafter pay. (e) Should the deduction for interest expense for obligations described in Section 265(b)(3) or any successor provision of the Code be reduced atter the Starting Date of any Lease, Servicer shall modify the interest Portion of the Rentals under the Rental Schedule for the Lease Supplement for all future periods so as to preserve the same after-tax economic yield with respect to the Interest Portion as Lessor (including specifically any assignee of the interest Porton) would have had prior to such reduction, which adjusted Rentals Lessee shall thereafter pay. (t) In order to enable Lessor to offer the interest rate contained in a Lease, Lessee represents and warrants that it has not issued, nor does It (taken together with the entities with which it must be aggregate pursuant to Section 265(b)(3)(E) of the Code) reasonably expect to issue (taking into account the Leases) more than 510 million of tax-exempt obligations (other than private activity bonds) for the calendar year during which the Lease becomes effective. Should Lessee at any time not meet this condition, it will immediately notify Lessor in writing. Lessee specifically designates each Lease under this Master Lease as a "qualified tax-exempt obligation" as provided by Code Section 265(b)(3) C'Qualifled Obligation"). Upon determination by bond counsel acceptable to Lessor that a Lease is not a Qualified Obligation, Servicing Agent will: (A) 6 12-28-93 12:37PM FROM CITY F TYBEE ISLAND P03 adjust the Interest Portion of the Rental Schedule to preserve Lessor's after-tax economic yield with respect to intemst, taking into account the interest expense deduction unavailable for that reason, which adjusted Rentals Lessee will thereafter pay, and (13) will invoice Lessee for the amount necessary to preserve Lessor's after-tax economic yield with respect to the Interest Portion of Rentals previously paid on such Lease, taking into account the interest expense deduction unavailable for that reason, which amount Lessee will pay within ten days. Lessee will take no action which will directly or indirectly affect the deductibility of that portion of Lessors interest expense allocable to a Lease. (g) Servicers determinations of adjustments ar amounts under this Section 4.07 shall be conclusive. ARTICLE V MAINTENANCE; TAXES; INSURANCE; AIM MUMMA= 5.01 use; Repairs, Lessee will use the Equipment in a careful manner for the use contemplated by the manufacturer for the Equipment and shall comply with all laws, ordinances, insurance policies and regulations relating thereto, and will pay all costs, claims, damages, fees and charges arising out of its possession, use or maintenance. Lessee shall not attach or incorporate the Equipment to or in any other Item of equipment in such a manner that the Equipment becomes or may be deemed to have become an accession to or a part of such other item of equipment. Lessee, at its expense, will keep the Equipment in good repair and operating condition and furnish all parts, mechanisms and devices required thereto. If the Equipment is such as is customarily covered by a maintenance agreement, Lessee will furnish Lessor with a maintenance Agreement. In addition, if any parts or accessories forming part of the Equipment shall from time to time become worn out, lost, destroyed, damaged beyond repair or otherwise permanently rendered unfit for use, Lessee, at its own expense, will within a reasonable time replace such parts or accessories, or cause the same to be replaced, by replacement parts oraccessories which are free and clear of all hens, encumbrances or rights of others and having a value and utility at Ieast equal to the part or accessories replaced (assuming such replaced parts or accessories were in the condition and repair required to be maintained by the terms horeot). All equipment, accessories, parts and replacements for ar which are added to or become attached to the Equipment which are essential to the operation of the Equipment or which cannot be detached from the Equipment without materially interfering with the operation of the Equipment or adversely affecting the value and utility which the Equipment would have had without theadditionthereof, shall immediately be deemed incorporated in the Equipment and subject to the terms of the Lease as if originally leased thereunder, and title thereto shall vest in Lessor. 5.02 Allexiacins. Lessee will not make any alterations, additions or improvements to the Equipment without Lessor's prior written consent, unless such alterations, additions or improvements shall not diminish the value or utility of the Equipment or impair the utility or condition thereat Title to all parts incorporated or installed in or attached to or added to the Equipment as the result of such alteration, addition or improvement shall, without further act, vest in Lessor, provided however that Leasee may, at any time, remove and not replace such part, if no Event of Default has occurred and is continuing and such part (i) is in addition to, and not in replacement of or substitution for, any part originally incorporated or installed in or attached to the Equipment or any part in replacement of, or substitution for, any such part, (ii) is not required to be Incorporated or installed in or attached ar added to the Equipment pursuant to this Section 5.02, and (iii) can be removed from the Equipment without diminishing or impairing the value, utility or condition which the Equipment would have had at such time had such alteration, addition or improvement not occurred. 5.03 Location;Inspection. The Equipment will not be removed from, or if the Equipment consists of vehicles, its permanent base will not be changed from, the City, without Lessors prior written consent. Lessor and the Servicer and their agents will be entitled to enter upon the equipment location or elsewhere during reasonable business hours to inspect the Equipment or observe its use and operation 5.04 Liens and Taxes. Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances except those created under this. Master Lease. Lessee shall pay, when due, and hold Lessor and the Servicer harmless against, ail charges and taxes (local, state and federal) which may now or hereafter be imposed upon the leasing, rental, sale, purchase, ownership, possession or use of the Equipment, excluding however, all taxes on or measured by Lessor's income. If Lessee 7 '12 -2d -U 1Z: PM AIKUM UUY 'lA 1 M !WLAN11 ru4 fails to pay said charges and taxes when due, Lessor shall have the right, but shall not be obligated, to pay said charges and taxes, If Lessor pays any charge or tax for which Lessee is responsible or Liable under this Master Lease, Lessee shall reimburse Lessor therefor plus interest on any unreimbursed amounts from the date of payment by Lessor at the Servicer's Prime Rate until the date of reimbursement. 5.05 Cooperation. The Lessor shall cooperate fully with Lessee at the expense of Lessee in filing any proof of Ioss with respect to any insurance policy maintained pursuant to this article. 5.06 111Surance. Unless Servicer otherwise should consent in writing, Lessee will, at ib expense, maintain at all times during the Lease Term, fire and extended coverage and property damage insurance with respect to the Equipment in customary amounts. In lieu of such insurance, Lessee may cover the Equipment under the programs of the Georgia Interlocal Risk Management Agency, authorized by 0.C.G.A. Section 36-85-1 Sal. am. Each such insurance policy or coverage agreement will name Lessee as an insured and Lessor or its assigns as loss payee, and will contain a clause requiring the insurer to give Lessor at least thirty (30) days prior written notice of any alteration in the terms of such policy or agreement or the cancellation thereof The proceeds of any such insurance policies or coverage agreement win be payable to Lessee, Lessor or their respective assigns as their interests may appear. In the event of any loss, theft, destruction, damage, injury or accident involving the Equipment, Lessee will (a) promptly provide Servicing Agent with written notice thereof and make available to Lessor all information and documentation relating thereto, and (b) at the option of Lessor, 6) exercise its purchase option under Section 2.04 hereof or (if) promptly and fully replace the Equipment or repair the Equipment to its condition prior to such loss, theft, damage, vandalism or destruction and cause such repairedor replaced equipment to be conveyed to Lessor or its assigns and Leased hereunder. Lessor will provide any net proceeds of such insurance or coverage agreement for such purpose, but Lessee shall satisfy any further obligation from its own funds. Lessee shalt be obligated to pay to Lessor an amount equal to the difference of the value of the Equipment immediately before the casualty occurred (assuming the Equipment was then of the value or utility and in the condition and repair required to be maintained by the terms thereof) and the value of the Equipment after any such replacement and repair; any such payment shall reduce the Rentals for the Equipment and the Servicing Agent shall send an appropriate modification to the rental Schedule to Lessor and Lessee. ARTICLE VI DISCLAIMER OF WARBM mmBS• INDEMNIFICATION 6.01 Disclaimer of Warranties. THE LESSOR MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE EQUIPMENT, INCLUDING THE VALUE, DESIGN, CONDITION, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR FITNESS FOR THE USE CONTEMPLATED Ey THE LESSEE OF THE EQUIPMENT OR WITH RESPECT TO PATENT INFRINGEMENT. THE LESSEE ACKNOWLEDGES THAT THE LESSOR IS NOT A MANUFACTURER OF THE EQUIPMENT OR A DEALER THEREOF, AND THAT THE LESSEE IS LEASING THE EQUIPMENT AS -IS. In no event shall Lessor be liable for incidental, indirect, special or consequential damages, in connection with or arising out of this Master Lease or for the existence, furnishing, functioning or Lessee's use and possession of the Equipment. 6.02 Unconditional Obligation. Lessee's payment obligations under this Master Lease arc unconditional, notwithstanding any claim, defense, set-off or counterclaim against Lessor or otherwise. Lessee's sole remedy for the breach of any vendor's or manufacturer's warranty or representation shall be against the vendor or manufacture, and not against Lessor, nor shall such matter have any effect whatsoever on the rights and obligations of Lessor with respect to this Master Lease, including the right to receive full and timely payments hereunder. 6.03 ,Release and Indemnification Covcuggg. To the extent permitted by law, Lessee shall and hereby agrees to indemnify and save Lessor, the Servicing Agent and any successors or assigns harmless from and against any and all claims, losses, damages, actions, proceedings, expanses, or liabilities, including legal fees and expenses and court costs, arising in connection with the Equipment, including but not limited to claims, losses, damages, actions, proceedings, expenses, or 8 L L� yJ 1L:JIYM MUM Gil% 'Jf 1Ylfr1' 1bLHIVll ( I rUU liabilities arising out of (1) the use, maintenance, condition or management of the Equipment by Lessee, (ii) any breach or default on the part of Lessee in the performance of any of its obligations under this Master Lease, (iii) any am or negiigence of Lessee or of any of its agents, contractors, servants, employees or licensees with respect to the Equipment, (iv) any act or negligence of any assignee or sublessee of Lessee with respect to the Equipment, or (v) the acquisition of the Equipment or the authorization of payment of the costs thereof by Lessee. No indemnification is made under this Master Lease for a party's own willful misconduct, gross negligence, or breach of duty under this Master Lease. 6.04 Indemnification Against Invalidity. To the extent permitted by law, in the event that any court of competent jurisdiction should finally determine that a Lease is invalid for any reason, any interest of Lessee in the Equipment shall terminate and title thereto shall be in Lessor, and Lessee shall indemnify Lessor against all loss and expense as a result of such invalidity, provided, that funds for the satisfaction of such claim for indemnity shall be limited to amounts appropriated for the payment of amounts due under the Lease or other funds lawfully available for the payment thereof ARTICLE VII ASSIGNMENTS 7,01 Assignments py Lpsseqs Neither this Master Lease nor any interest of Lessee herein or in the Equipment shall be mortgaged, pledged, assigned, subleased or transferred by Lessee, except with the express written consent of Lessor and Servicer. 7.02 Assignma This Master Lease may be assigned and reassigned in whole or in part by Lessor, and Lessee agrees upon receipt of notice of such assignment to fully recognize any such assignees as Lessor to the extent provided by such assignments. Lessee agrees to execute and deliver any further assurances requested by such an assignee to confirm the interests of the assignee. ARTICLE VIII RFPRES ltr.iilONS. COVENANTS AND W RRAN rIBS 8.01 Representations, Covenants. and Wsnzultiss of the Lessee, The Lessee hereby represents, covenants, and warrants on a continuing basis as follows: (a) The Lessee has the power and authority to enter into the transactions contemplated by this Master Lease and to carry out its obligations hereunder. The Lessee has been duly authorized to execute and deliver this Master Lease, and agrees that it will do or cause to be done all things necessary and legally permissible to preserve and keep in full force and effect its existence. (b) The J ecsee is not subject to any legal or contractual limitation or provision of any nature whatsoever which in any way limits, restricts or prevents Lessee from entering into this Master Lease or performing any of its obligations hereunder, except to the extent that such performance may be limited by bankruptcy, insolvency, reorganization or other laws affecting creditors' rights generally. (c) There is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board or body, known to be pending or threatened against or affecting Lessee, nor to the best knowledge of Lessee is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the transactions contemplated by this Master Lease or any other agreement or instrument to which Lessee is a party and which is used or contemplated for use in the consummation of the transactions contemplated by this Master Lease. (d) The entering into and performance of this Master Lease will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon any assets of Lessee or on the Equipment pursuant to, any indenture, 12-28-93 12:37PM FROM CIL ?F TYBEE ISLAND P99 mortgage, deed of trust, bank loan or credit agreement or other instrument to which Lessee is a party or by which 1t or its assets maybe bound. (e) Ali requirements have been met and procedures have occurred in order to ensure the enforceability of this Master Lease, and Lessee has complied or will comply with such public bidding requirements as may be applicable to this Master Lease and the acquisition of the Equipment (f) The payment of the amounts due hereunder or any portion thereof will not be (i) secured by any interest in property used cr to bo used in a trade or business or in payments in respect of such property or (ii) derived from payments in respect of property, or borrowed money, used or to be used in a trade or business, within the meaning of Section 141(a) of the (g) The Equipment is essential to the proper, efficient and economic operation of Lessee, and during the term hereof, the Equipment will be used by Lessee, or by other departments and agencies of Lessee consistent with the permissible scope of Lessee's authority for the purpose of performing one or more essential governmental or proprietary functions, (h) Lessee shall furnish to Servicing Agent Lessee's annual financial statements as soon as available, and shall permit Servicing Agent, Lessor or their agents and representatives to inspect Lessee's books and records and make extracts therefrom. Lessee will furnish such other or more current financial information as the Servicing Agent may request from time to time; (f) All financial statements delivered to Lessor or Servicing agent fairly and accurately reflect Lessee's financial condition as of the date thereof There has been no material adverse change in Lessee's financial condition since the date of the last financial statements submitted to Lessor or the Servicing Agent ARTICLE PC ,EVENTS OF DEFAULT AND REMEDIES 9.01 Events of Default Defined. The following shall be "Events of Default" under this Master Lease: (i) Failure by Lessee to pay any payment required to be paid hereunder within 10 days of the due date; (ii) Failure by Lessee to observe and perform any other covenant, condition or agreement on its part to be observed or performed herein or otherwise with Inspect hereto, other than as referred to in clause (i) of this Section, for a period of 30 days after written notice specifying such failure and requesting that it be remedied has been given to Lessee by the Servicing Agent or Lessor, (iii) The filing by or against Lessee of a case in bankruptcy, or the subjection of any right or interest of Lessee under this Master Lease to any execution, garnishment or attachment, or adjudication of Lessee as a bankrupt, or assignment by Lessee far the benefit of creditors, or the entry by Lessee into an agreement of composition with creditors, or the filing of a petition applicable to Lessee in any proceedings instituted under the provisions of the federal bankruptcy code, as amended, or under any similar federal or State act which may hereafter be enacted; or (iv) Any representation or warranty in this Master Lease shall be untrue in a material respect. 9,02 Remedies on Default. Whenever any Event of Default shall have occurred, Lessor or its assigns may take any one or more of the following remedial steps: (a) Terminate any or all of the Leases and declare all installments of Rentals payable for the remainder of the then current calendar year to be immediately due and payable; 10 12-28-93 12:37PM FROM CIT7 OF TYBEE ISLAND P06 (b) Take possession of any or all of the Equipment with or without terminating the Leases and without any liability to Lessee for such repossession, and lease or sell or relet all or any portion of the Equipment; (c) Whatever action at law or in equity which may appear necessary or desirable to collect the amounts then due and thereafter to become due, or to enforce performance and observance of any obligation, agreement or covenant of Lessee under this Master Lease; (d) Such other actions or remedies permitted by law or the terms of this Master Lease. Following an Event of Default, with respect to any item of Equipment or Lease, Lessor may exercise the tights and remedies with respect to an Event of Default set forth in this Master Lease, including without limiting the generality of the foregoing, termination of Leases and acceleration of Rentals, as to any or all Equipment or any or all Leases whether or not otherwise in default. All remedies hereunder are cumulative. No exercise of a remedy hereunder shall be deemed an election or preclude the use of another remedy. ARTICLE X MISCFILithiQUI 10.01 Notfces. All notices, statements, demands, requests, consents, approvals, authorizations, offers, agreements, appointments or designations hereunder by either party to the other shall be in writing and shall be sufficiently given and served upon the other party, if sent by United States registered mail, return receipt requested, postage prepaid and addressed as follows: If to Lessor: Georgia Municipal Association, Inc. 201 Pryor Street, S.W. Atlanta, Georgia 30303 Attention Equipment Leasing program Administrator If to the Servicer: At the address provided from time to time to the Lessee, If to the Lessee: At the address set forth by its signature below. Any party may by notice indicate another address. 10.02 Governing Law, This Master Lease is made under the Constitution and laws of the State of Georgia and is to be so construed 10.03 Execution in Counterparts. This Master Lease may be simultaneously executed in any number of counterparts. 10.04 Severability. If any one or more of the terms, provisions, promises, covenants or conditions of this Master Lease, or the application thereof to any person or circumstance, shall to any extent be adjudged invalid, unenforceable, void or voidable for any reason whatsoever by a court of competent Jurisdiction, each and all of the remaining terms, provisions, promises, covenants and conditions of ibis Master Lease shall not be affected thereby and shall be valid and enforceable to tlx: fullest extent permitted by law. 11 1"l LS 9i 12:3(YM NKUM 0111` 91' IYHU ISLAND r14 10.05 »ssors and assign& Th„_ ird n Beneg(clarles This Master Lease and the covenants, conditions and agreements herein contained shall be binding upon and inure to the benefit of the permitted successors and assigns of the parties hereto. 10.06 Interpretation. Tice captions and headings used throughout this Master Lease are for convenience of reference only, and the words contained therein shall not be deemed to affect the meaning of any provision or the scope or intent of this Master Lease, nor in any way affect this Master Lease. This Master Lease shall not be construed against the drafting party, but shall be construed to accomplish its purposes and its intended meaning. 10.07 Entire Agreement. This Master Lease and the Exhibits hereto, which are incorporated herein by this reference, constitute the entire agreement of the parties. No agreement shall be effective to amend this Master Lease unless such agreement is in writing and signed by the parties hereto. 10.08 nim . Time is of the essence to this Master Lease Agreement and to each and all of the provisions hereof. 10.09 ,Survival. All representation, warranties, covenants and agreements of Lessee made herein or in any other document or certificate referred to herein or contemplated hereby are material, shall be deemed to have been relied upon by Lessor and shall survive the execution and delivery of this Master Lease and any Lease Supplement and the expiration of the Lease Terms. IN WITNESS WHEREOF, Lessor and Lessee have caused this Master Lease to be executed under seal by their duly authorized officers, as of the ? 7 day of es . - � , 199c? LESSOR; (SEAL) LESSEE: (SEAL) GEORG�CIPAL ASSOCIATION, IN �'A /?lTiitlle: y� �t ' Attest: a's ., L - Title: .Lease Program Administrator CTI'Y QF 1XBE ISLANII�. ,, i By; Atte Tide: Mayor, Address: itis:.. Jerk of Council P 0 Box 128 lybee 151and, w 41328 Atm; CityAdm1nistra�r 12 '12-28-93 12:37PM FROM CITE'' ')F TYBEE ISLAND rU'r CERTIFICATE OF ORDINANCE [FVIASTER LEASE] The undersigned hereby certifies that I am the Clerk of T'YBEF TS T,SN,D, Georgia ("the City;that attached hereto is a true copy of the Ordinance duly adopted by the City Council of the City at a meeting duly held on the 8th day of August 19_91, at which a quorum was present and acting throughout, and that the Ordinance has not been rescinded or modified and is now of full force and effect. (S-) GIVEN under the seal of the City, this 8th day of August , 19 91 '12-28-93 12:37PM FROM CITY OF TYBEE ISLAND YU8 AN ORDINANCE To authorize and direct the Mayor of the City of TYBEE ISLAND to execute certain lease documents; to provide a statement by legislative findings and intent; to designate such leases as qualified tax-exempt obligations; to provide an effective date; and for other purposes. BE IT ORDAINED BY THE MAYOR AND COUNCIL OF THE CITY OF TYBEE ISLAND, GEORGIA: Section 1. The city finds that the leasingof certain equipment, machinery or other personal property pursuant to a Master Lease the "Master Lease") with the Georgia Municipal Association is essential to operation of the governmental functions of the city. It is the intent of this Ordinance to authorize and direct the execution of such documents as may be necessary to effectuate these purposes. Section 2. The Mayor of the City is hereby authorized and - directed in the name and on behalf of the City to execute and deliver the Master Lease in substantially the form presented to this meeting, with such changes and additions as shall be approved by the officer who executes the same, and such other documents as shall be deemed by such officer to be necessary or desirable to effect the purposes of this Ordinance; and such execution shall constitute conclusive evidence that the executed document has been authorized and approved by this Ordinance. The aforesaid officer is further authorized to do all things necessary or appropriate to effectuate the purposes hereof. &akg 3 The leases contemplated by the Master Lease are hereby designated "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. Section A. This Ordinance shall be effective immediately. Ordained this sth day of Atlas ttryberk August 199 Mayor '12-28-93 12:37PM FROM CIT" OF TYBEE ISLAND CER 1 IIMATE OF RESOLUTION {MASTER LEASE] The undersigned hereby certifies that I am the Clerk of TYBEE ISLAND Georgia ("the City"); t y ); that the attached hereto is a true copy of the Resolution duly adopted by the City Council of the City at a meeting duly held on the 8 th day of August, 199,1at which a quorum was present and actingthroughout, and that the Resolution has not been rescinded or modified and is now of full force and effect. GIVEN under the seal of the City, this 8th day of Aust 199 1 P10 1Z-Zd-SJ 1Z:J!fM 1KUM UlLY VP INitt ibLANII r RESOLUTION [MASTER LEASE] WHEREAS, TYBEE ISLAND (the "City") desires to lease certain machinery, equipment or other personal property (the "Equipment") pursuant to a Master Lease (Equipment) (the "Master Lease") with Georgia Municipal Association, Inc.; WHEREAS, it is found that the Equipment, and the leasing thereof, is essential to the operation of the governmental functions of the City. NOW, THEREFORE, BE IT RESOLVED; 1. The Mavor, Administrator or Finance Clerk of the City are hereby authorized and directed in the name and on behalf of the City to execute and deliver the Master Lease in substantially the form presented to this meeting, with such changes and additions as shall be approved by the officer who executes the same, and such other documents as shall be deemed by such officer to be necessary or desirable to effect the purposes of this Resolution; and such execution shall constitute conclusive evidence that the executed document has been authorized and approved by this Resolution. 2. The aforesaid officers are further authorized to do all things necessary or appropriate to affect the purposes hereof. 3. The Leases contemplated by the Master Lease are hereby designated "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. 4. This Resolution shall be effective immediately. ill