Okaloosa County BOCC — January 7, 2014 — Kansas-Final -Payment — reading text

the Equipment for governmenial purposes, then Ooligor shall be required to pay additional sums to the Obligee or ils assignees 50 as to bring the after tax yield fo the same level as the Obfigee or its assignees would attain if the transaction: continued t be tax-exempt. if} Should the Obligor cease to be an issuer of tax exempi obligations or ifthe obligation of Obligor created under this Contract ceases to be a tax exempt obligation for any reason, then Oblgor shall be required to pay additional sums to the Obligee or its assignees so as to bring the after tax yleld on this Contract to the same level as the Qbligee or its assignees would attain if the transaction continued fo be tax-exempt (g) Obligor has never non-appropdated funds under an Contract similar te this Contract. (h} Obligor will supmit to the Secretary of the Treasury an information reporting statement as required by the Code @) Uponrequest by Obligee, Obligor will pravide Obligee with current financial statements, reports, budgets of other relevant fiscal information. @) — Obligor shall retain the Equipment free. of any hazardous substances as defined in the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. $601 et seq. as amended and supplemented. (x) Obligor presently intends to continue this Contract for the Original Term and ail Renewal Terms as sel forth on Exhibit “B* hereto. The official of Obligor responsibie for budget preparation vail include m the budget request for each Budget Year the Contract Payments to become due in such Budget Year, and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the Contract Payments coming due therein. Obligor reasonably believes thal moneys can and will awfully be eppropriated and made avaitable for this purpose. Section 2.02. Escrow Contrac. in the event both Obligee and Obligar mutually agree to utilize an Escrow Account, then immediately following the execution and delivery of this Contract, Obligee and Obliger agree to execute and deliver and to cause Esctow Agent to execute and deliver the Escrow Contract. This Contract stall fake effect only upon execution and delivery of the Escrow Contract by the parlies thereto. Obligee shall deposit or cause to be deposited with the Escrow agent for credit to tie Equipment Acquisition Fund the sum of SN/A, which shall be held, invested and disbursed in accordance with the Escrow Contract, Ww Acquisition of Equipment, Contract Payments and the Purchase Option Price ection 3.01, Acquisition and Acceptance. Obligor shall be solely responsible for the ordering of the Equipment and for the delivery and installation of the Equipment Execution of the Acceptance Certificate by an employes. official of agent of the Obligor having managerial, supervisory or procurement authority with respect to the Equipment shall constitule acceptance of the Equipment on behalf of the Obligor, Section 3.02, Contact Payments. Obligor shall pay Contract Payments exclusively to Obligee or its assignees in lawful, legally available money of the United Siaies of America, The Cofitract Payments shall be sent to the location specified by the Obligee or its assignees, The Contract Payments shall constite a current expense of the Obligor and shail nat constitute an indebtedness of the Obligor, The Contract Payments are due as set forth on Exhibit 8. Obligee shall have the option te charge interast at the highest lawful rate on any Contract Payment received later than the due date for the number of days that the Contract Payment(s) were late, plus any additional acerual on the outstanding balance for the number of days that the Contract Paymenl(s) were fate, Obtigee shall also have the ‘option, on monthly paymanis only. to charge a late fee of up to 10% of the monthly Contract Payment that is past due. The Contract Payments will be payable without notice or demand. Section 3.03. Contract Payments Unconditional. Except as provided under Section 4.01, THE OBLIGATIONS OF OBLIGOR TO MAKE CONTRACT PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS CONTAINEO IN THIS CONTRACT SHALL SE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION. SET-OFF OR DEFENSE. Section 3.04. Purchase Ootion Price Upon thirty (30) days written notice, Obligor shall have the option to pay. in addition to the Cantract Payment, the corresponding Purchase Option Price which is lisied on the same fine on Exhibit B. This option is only avaitable to the Obligor on the Contract Payment data and Ao partial prepayments are allowed. If Obliger chooses this option and pays the Purchase Option Price to Obligee then Obtigee will transfer any and: ai of its fights, tile and interest in the Equipment to Obligor. Section 3.05, Contract Tem, The Contract Term of the Contract shalt be the Orginal Term and all Renewal Terms unt all the Contract Payments are paid as set forth on Exhibit B except as provided under Section 4.01 and Section 9.04 below. [f, after the end of the budgeling process which occurs at the end of the Original Term or any Renewal Term, Gbligor has not non-appropriated as provided for in this Contract then the Contract Term shalt be extended into the next Renewal Term and the Obligor shall be obligated to make all the Contract Payments that come due during such Renewal Term Section 3.08. Disclaimer of Warranties. OBLIGEE MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESS OR IMPLIED, AS TO THE VALUE, DESIGN, CONDITION, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT. OBLIGEE SHALL NOT REFERENCE: PURCHASING'S ONLINE CONTRACTS PRINTED/ATTACHED BY: BCC FINANCE ‘BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION, STORAGE OR USE OF THE EQUIPMENT BY OBLIGOR. NW. Non-Appropriation Section 4.01, Non-Aspropiiation. ff insufficienl funds are available in Obligor's budget for the next Budget Year to make the Contract Payments for thes XL Renewal Term and the funds to make such Contract Payments are otherwise unavailabie by any tavful means whatsoever, then Obligor shall have the option to non-appronriat funds to pay the Contract Payments for the next Renewal Term. Lack of a sufficient appropriation shalt be evidenced by the passage of an ordinance. onsesolution by Hie nirig' body of Obligor specifically prohibiting Obligor from pertorming its obligations under this Contract and from using any moneys to pay the Conti ay a 2 df x for a designated Budget Year and all subsequent Budget Years, If Obligor chooses this option, then ail ‘obligations of the Objigor under this Contract tegarding Gonttact | ‘ nls: for ail remaining Renewal Terms shalt be terminated at the end of the then current Original Term or Renewal Term without penalty or lability to the Obligor of any kind provided that if Obliger has not delivered possession of the Equipment to Obligsé as provided herein and conveyed to Cbligee or released its interest | ‘Equipment by thé eng’af the last Budget Year for which Contract Payments were paid, the termination shall nevertheless be effective but Obdligor shall be respunsible (O¢ thi ent af damages tr.v. amount equal to the amount of the Contract Payments thereafter coming due under Exhibit “BY which are attributable to the number of dayeisiter ar Budget Year dittings which Obligor fails to take such actions and for any other loss suffered by Obliges as a result of Obligor’s failure to take such actions as require SObliggr shail immediately! notify the Obligee as soon as the decision to rien-appropriate is made. [f such non-appropriation occurs, then Obligor shalt deliver the Equipmentd see 85 provided below in Section 9,04, Obligor shall be fable for ali damage to the Equipment other than normal wear and tear. if Obligor fails to deliver the Equipment fo Oblige: sObligee may enter the premises where the Equipment is tocated and fake possession of the Equipment and charge Obligor for costs incurred. Furthermore, in the, are i$ a non appropriation as set forth above, Obligor will deliver the Additional Collateral to Obligee along with all required documentation to evidence the transfer a of the Additional Collateral from Obliger to Obligee. Vv. Insurance, Damage, tisufficiency of Proceeds Section 5.01. Insurance. Obligor shall maintain both casualty insurance and liability insurance at ts own expense with respect to the Equipment, Obligor shall be sclely responsible for selecting the insurers} and for making all premium payments and ensuring that all policies are continuausly kept in effect during the period when Obligor is required to make Contract Payments. Obligor shall provide Obligee with a Cariificate of Insurance which lists the Obligee and/or assigns as a loss payee and an aciditicnal insured on the policies with respect to the Equipment. fay Obligor shail insure the Equipment against any loss or damage. by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Obligee in an arnount at least eqjuai to the then applicable Purchase Option Price of the Equipment. Alternatively, Obligor may insure the Equipment under a blanket insurance policy or palicies. ib) The liability insurance shall insure Obligee from ability and property damage in any form and amount salistactory to Obliges. fc} Obligor may seif-insure against the casualty risks and liability risks deseribed above. if Obligor chooses this option, Obligor must furnish Obligee with a certificate andlor other documents which evidences such coverage. (a) All insurance policies issued or affected by this Section shall be so written or endorsed such thal the Obligee and its assignees are named additional insureds and Joss payees and that all losses are payable to Obligor and Obligge or its assignees as their interests may appear. Each policy issued or affected by this Section Shall contain @ provision that the insurance company shall not cancel ot materially modify the policy without first giving thirty (30) days advance notice to Obligee or its assignees. Obligor shall furish to Obligee certificates evidencing such coverage throughout the Contract Term Section 5.02 Damage to or Destitiction of Equipment. Obligar assumes the Fisk of loss or damage to the Equipment. if the Equipment or any portion thereof is last, stolen, damaged, or destroyed by fire or other casualty, Obligor will immediately report aft such losses to all possible insurers and take the proper procedures to aitain all insurance proceeds, At the option of Obligee, Obligor shall either (1) apply the Nel Proceeds {o replace, repair of restore the Equipment or (2) apply ihe Net Proceeds to the applicable Purchase Option Price. For purposes of this Section and Section 5.03, the term Net Proceeds shall mean the amount of insurance proceeds collected from all applicable insurance policies after deducting alt expenses incurred in the collection thereof, Section §.03. insufficiency of Net Proceeds. if there are no Net Proceeds for whatever reason or if the Nat Proceeds ara insufficient to pay in full the cost of any replacement, rapait, restoration, modification or improvemeni of the Equipment, then Obligor shail, at the option of Obligee. either (1) complete such replacement, repair, restoration, madification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or {2) apply the Net Proceeds to the Purchase Gption Price and pay the deficiency, if any, to the Obligee Section 5.04. Obliger Negiaence. Obiigor assumes ail risks and liabilities, whether or not covered by insurance, for oss of damage to the Equipment and for injury to or death of any person or damage ta any property whether such injury or death be with respect to agents or employees of Obligor or of third parties, and