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

whether such property damage be to Obligor’s property or the praperly of others (including, without limitation, liabilities for ioss or damage related (0 the release or threatened release of hazardous substances under the Comprehensive Envifonmental Response, Compensation and Liability Act, the Resource Conservation and Recovery Act of similar of successor law or any State or local equivalent now existing or hereinafter enacted which in any manner arise oul of of are incident to any possession, use, operation, condition or storage of any Equipment by Obligor) which is. proximately caused by the negligent conduct of Coliger, its officers, employees and agents. Obligor hereby assumes responsibility for and agrees to reimburse Obligee for all abilities, obfigations, losses, damages, penalties, claims, actions, costs and expenses {including reasonable atlorneys’ fees) of whalsaever kind and falure, imposed on, incurred oy or asserted against Obligee that in any way relate to ar atise out of a claim, suit of proceeding, based in whole or in pan upon the negligent conduct of Obligor, its officers. employees and agents. to the maximum extent permilted by law. Vi, Title and Security interest Section 6.61. Tile, Title to the Equipment shail vest in Obligor when Obligor acquites and accepts the Equipment. Tile to the Equipment wilt automatically transfer to the Obligee in the event Obligor son-appropriates under Section 4.01 of in the event Obligar defaults under Seotion 9.01. in either of such events, Obligar shall execute and deliver to Obiigee such documents as. Obligee may request to evidence the passage of legal title to the Equipment to Obligee. Section 6.02. Security interest. To secure the payment of al] Obligor's obligations under this Contract, Obligor hereby grants to Obligee a security interest under the Uniform Commercial Code constituting a first lien on the Equigment described more fully an Exhibit “A”, The security interast established by this section includes not only all additions. atlachments, repairs and replacements to the Equipment but also all proceeds therefrom. As additional securily for this transaction, Obligar grants to Obligee a first lien position on the Additional Collateral described on Exhibit "A" as Additional Collateral, Objigor hereby warrants that it owns free and clear of any Hens the Additional Collateral listed an Exhibit “A” subject only to the fen described therein. Obligor hereby agrees fo keep Obligee as the first lienholder on the title of the Additional Collateral unlif this Contract and the Contract noted on Exhibit “A" are completed. Obligee will relinquish its lien position on the Additional Coliateral as it wishes but in no event beyond the receipt of all Contract Payments or upon the receipt of the then applicable Purchase Option Price. Vu Assignment Section 7.61. Assignment by Obligee, Ail of Obligee’s rights. title and/or interest in and to this Contract may be assigned and reassigned in whole or in part to one or more assignees or sub-assignees (including a Registered Owner for Participation Certificates} by Obligee at any time without the consent of Obligor. No such assignment shall be eifective as against Obligor until the assignor shall have filed with Obligor written notice of assignment identifying the assignee Obiigor shail pay all Contrast Payments due hereunder relating to such Equipment to of at the direction of Obligee or the assignee named in the notice of assignment. Obligor shall keep a complete and accurate record of all such assignments Section 7.02. Assignment by Obligar, None of Obligor’s right, litle ang interest under this Contract and in the Equipment may be assigned. by Obligor unless Obliges approves af such assignment in writing before such assignment occurs and only after Obligar first obtains an opinion from nationally recognized counsel stating that such assignment wilf nol jeopardize the tax-exempt status of ne obfigation Vill, Maintenance of Equipment Section 8.01. Obligor shail keep the Equipment in good repair and working order. Obligee shall have no obligation to inspect, test, service, maintain, repair or make improvenents or additions to the Equipment under any circumstances. Obligor will be liable for all damage to the Equipment, other than normal wear and tear, caused by Obligor, its employees or its agents. Obligor shal pay for and obtain all permits, licenses and taxes necessary for the installation, operation, possession, storage or use of the Equipment. if the Equipment includes any titled vehicle(s), then Obligor is responsible for obtaining such title(s} from the State and also fer ensuring that Obligee is listed as First Lienholder on ail of the title(s). Obligor shail not use the Equipment to haul, convey or transport hazardous waste as defined in the Resource Conservation and Recovery Act. 42 U.S.C. 6901 et. seq. Obligor shall not during the term of this Contract ereate, incur or assume any levies, liens or encumbrances of any kind with respect to the Equipment excep those created by this Contract. Obligor agrees that Cbligee or its Assignee may executé any additional documents including financing statements, affidavits, notices, and similar instruments, for and on behalf of Obligor which Obligee deems necessary of appropiate to protect Obligee’s interest in the Equipment and in this Contract The Equipment is and shail at all times be and remain personal propery. Obligor shail allow Obligee to exafnine and inspect the Equipment at afl reasonable times Ke Default Section 9.0t. Events of Default defined. The following events shall constitute an “Evert of Default" under this Contract: fa) Failure by Obligor to pay any Contract Payment listed on Exhibit “8° for fifteen (15) days after such payment is due according to the Payment Date listed on Exhibit REFERENCE: PURCHASING'S ONLINE CONTRACTS PRINTED/ATTACHED BY: BCG..FINANCE {by Failure to pay any ather payment required to be paid under this Contract at the time specified herein and a continuation of Sai days after written notice by Obligee that such payment must be made. {f Obligor continues to fait to pay any payment after such’ peng not be obligated fo, make such paymenis and charge Obligor for all costs incurred plus interest at the highest tawful rate. (2) Failure by Obligor to abserve and perform any warranty, covenant, condition, promise or duty under this Contract for a period of thirty (30) days Sitter writen notice specifying such failure is given to Obligor by Obligea, unless Obligee agrees in writing to an extension of time, Obligee will not unreasonably: its.et ad extension of time if corrective action is instituted by Obligor. Subsection (c} does not apply to Contract Payments and othek pavments di ici Any statement, material omission, representation or warranty made by Obligor in ar pursuant to this Contract which provesits be taige, incorré date when made regardless of Obligors intant and which materially adversely affects the rights or security of Obligee undéfthis Contract. (a) Ay provisicn of this Contract which ceases to be valid for whatever reason and the loss of such provision would materially ait Z Obtigee. ay Obiigar admits in writing ils inability to pay its obligations. Obiiger defaults on one or more of its other obligations. Obligor applied’ @ receiver or a custodian to manage its aliairs, Obligor makes a general assignment for the benefit of creditors. Section 9.02. Remedies on Oefaull. Whenever any Event of Defautt exists, Obligee shall have the right to take one or any combination of the following. re ta) With of without terminating this Contract, Obligee may declare all Contract Paymenis and other amounts payable by Obligor hereunder to the #then current Budget Year to be immediately due and payable. {b} With of without lerminating this Contraci, Obligee may require Obligor at Obligor's expense to redeliver any or all of the Equipment to Obligeé Sas ‘provided below in Section 9.04, Such delivery shail take place within fifteen (18) days after the event of defautt occurs. f Obligor faifs.to deliver the Equipment, then Obligee shall have the fight to obtain a judgement against Obtigor in an amount not less than the sum of all Contract Payments then due plus the then applicable Purchase Option Price, Notwithstanding that Obligee has taken possession of the Equipment, Obligor shail stil be obligated to pay the remaining Contract Payments due ‘up until the end of the then current Griginal Term or Renewal Tern. Obligor will be liable for any damage beyond normal wear and tear to the Equipment caused by Obligor or its employees or agents. ies Obligee may take whatever action at law or in equity that may appear necessary or desirable to enforce its rights. Obligor shall be responsible to Obligee for ali gosts Incurred ty Obligee in the.enforcement of its rights under this Contract Including, but not limited to, reasonabie attorney fees. id) Obligee may require Obligor to deliver the Additional Collateral to Obligee along with all required documentation to evidence transfer of title of the Additional Collateral from the Obligor to the Obligee. Section $.03. No Remedy Exclusive. No remedy herein conferred upon or reserved to Obligee is intended to be exclusive and every such remedy shall be cumulative and shail ce in addition to every other remedy given under this Contract now or hereafter existing at law or in equity. No delay or omission to exercise any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof. Section 9.04. Return of Equipment and Storage, {a} Surrender: The Qbiigor shail, at its own expense, surrender the Equipment to the Obligee in the event of a default or a non-appropriation by delivering the Equipment to the Obligee to a location accessible by common carer and designated by Obligee. In the case that any of the Equipment consists of software, Obligor shall destroy all intangible items constituting such software and shall deliver to Obligee all tangible tems constituting such software, At Obligees request, Obiigor shall also certify in a form acceptable to Obiigee that Obligor has complied with the atove software return provisions and ihat they vall immediately cease using the software and that they shall permit Obligee and/or the vendor of the software to: inspect. Obliger’s locations to verify compliance with the terms hefeta, ib} Delivery: The Equipment shall be delivered lo the location designated by the Obligee by a commin carrier unless the Obligee agrees in writing that a common carrier is not needed. When the Equipment is delivered into the custody of a common carrier, the Obligor shall arrange for the shipging of the item and its insurance in transit in accordance with the Obligee’s instructions and at the Obligor's sole expense. Obligor at its expense shali completely sever and disconnect the Equipment or its component parts from the Qbligor’s property all without liability to the Obligee. Obligor shall pack or crate the Equiprnent and all of the component parts of the Equipment carefully and in accordance with any recommendations of ihe manufacturer. The Obligor shail deliver to the Obligee the plans, specifications operation manuais ar other warranlies and documents furnished by the manufactucer ar vendor on the Equipment and such other documents in the Obligor’s possession relating to the maintenance and methods of operation of such Equipment. {ec} Condition: Whan the Equipments surrendered to the Obligee it shali be in the condition and repair required to be maintained under this Contract. {t will also meet all legai regulatory conditions necessary for the Obtigee to sell or lease it to a third party and be free of all fens, If Obligee reasonably determines that the Equipment or an item of the Equipment. once it is returned, is not in the condition required hereby, Obligee may cause the repair,