Okaloosa County BOCC — September 15, 2015 — Loan Agreement — reading text

NATIONWIDE CAPITAL, LLC LOAN AGREEMENT THIS LOAN AGREEMENT (this "Agreement") is made as of the date it is executed by the last of the parties named below (the "Effective Date"), BETWEEN: Nationwide Capital, LLC, a Delaware limited liability company (hereinafter "Lender"); AND: Okaloosa County, Florida (hereinafter "Borrower") RECITALS: A. WHEREAS, Borrower desires to obtain a loan from Lender for the purpose of purchasing the Equipment (as defined below); and Lender is willing, subject to and upon the terms and conditions hereafter set forth, to provide a loan to Borrower for such purpose. B. The following Exhibits are incorporated into, and constitute an integral part of, this Agreement (check all that apply): · _X_ Exhibit A (Equipment Description & Quantities) _x_ Exhibit B (Promissory Note) _X_ Exhibit C (Security Agreement) NOW, THEREFORE, in consideration of the mutual covenants and agreements, terms and conditions hereinafter set forth, each of the parties hereto: • Agrees to the GENERAL TERMS and the terms and conditions set forth in each Exhibit attached hereto and incorporated herein. • Agrees that at all times, this Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to conflicts of law principles that would require the application of the laws of any other state. The parties agree that venue for any dispute or cause of action arising out of or related to this Agreement shall be in the state and federal courts of the United States located in the State of Nebraska, County of Douglas. • Represents and warrants to the other party that as of the date of its signature below it has full power and authority to enter into and perform this Agreement, and that the person signing below on its behalf has been properly authorized to execute this Agreement. • Acknowledges that it has read this Agreement, the GENERAL TERMS and the terms and conditions set forth in each Exhibit attached hereto, has had an opportunity to review this Agreement, the GENERAL TERMS and each Exhibit with legal counsel, understands it and intends to be bound by it. NATIONWIDE CAPITAL, LLC OKALOOSA COUNTY, FLORIDA 11128 John Galt Blvd. - Ste. 200 302 Wilson St.N . - Ste. 102 Omaha, NE 68137 Crestview, FL 32536 Fax ~O~ Fax No.: (850) 651 -7275 Signature Name (Printed or yped) Name (Printed or Typed) {/ ~(_ ~ Title Title Date Cl /"t/JS Date  GENERAL TERMS ARTICLE 1 arrangement, encumbrance, lien (statutory or other), or DEFINITIONS AND ACCOUNTING TERMS other security agreement, charge, or encumbrance of any kind or nature whatsoever (including, without 1.1 Defined Terms. As used in this Agreement, the limitation, any conditional sale or other title retention following terms have the following meanings (terms agreement, any financing lease having substantially the defined in the singular to have the same meaning when same economic effect as any of the foregoing, and the used in the plural and vice versa): filing of any financing statement under the Uniform Commercial Code or comparable law of any jurisdiction (a) Agreement means this Agreement as hereafter to evidence any of the foregoing). amended, restated or otherwise modified from time to time. (k) Loan shall have the meaning set forth in Section £1. (b) Business Day means any day other than a Saturday, Sunday or other day on which commercial (I) Loan Documents means this Agreement, the banks in Nebraska are authorized or required to close Note, the Security Agreement, the Legal Opinion and all under applicable law. other agreements, documents and instruments contemplated by, or made with reference to, this (c) Code means the Internal Revenue Code of Agreement, as each may be amended, restated or 1986, as amended, and applicable regulations otherwise modified from time to time. thereunder. (m) Material Adverse Effect means (i) a material (d) Collateral has the meaning specified in the adverse change in, or a material adverse effect upon, the Security Agreement. financial condition, operations, assets, properties or prospects of Borrower, (ii) a material adverse effect upon (e) Default means any Event of Default or any the validity or enforceability of this Agreement or any of condition, occurrence or event which, after a required the other Loan Documents against Borrower or the rights notice, if any, or lapse of time, or both, would constitute or remedies of Lender hereunder or thereunder, or (iii) a an Event of Default. material adverse effect upon any portion of the Collateral or the Liens in favor of Lender on such Collateral or the (I) Equipment means voter tabulation equipment perfection or priority of such Liens. and any related software and services purchased by Borrower from ES&S, all as set forth on Exhibit "A" (n) Note means the promissory note to be executed attached hereto. by Borrower and delivered to Lender pursuant to Section £1, in substantially the form of Exhibit "B" attached (g) ES&S means Election Systems & Software, hereto, and all promissory notes given in exchange, LLC, a Delaware limited liability company. renewal or substitution thereof. (h) Event of Default has the meaning specified in (o) Obligations means (i) any and all sums from Section 8.1. time to time due from Borrower to Lender arising under or in connection with the Loan and the Loan Documents, (i) Legal Opinion means an opinion of Borrower's or any other instruments evidencing the indebtedness of counsel to the effect that Borrower has full power and Borrower to Lender and the full and complete authority to enter into this Agreement and the other Loan performance of all agreements and documents executed Documents, which have been duly authorized, executed or delivered pursuant to any indebtedness due from and delivered by Borrower and as a valid and binding Borrower to Lender, all as same may be amended, obligation of Borrower enforceable in accordance with modified or extended from time to time, (ii) all money or their respective terms, and all requirements for other credit heretofore and hereafter advanced by execution, delivery and performance of this Agreement Lender to or for the account of Borrower, (iii) all other and the other Loan Documents have been, or will be, present or future, direct or contingent, liabilities of complied with in a timely manner. Borrower to Lender of any nature whatsoever, and (iv) all costs and expenses incurred in the collection of the 0) Lien means any mortgage, deed of trust, pledge, foregoing, including attorneys fees, in each of (i) - (iv) security interest, hypothecation, assignment, deposit above, howsoever created, arising or evidenced, whether 2 direct or indirect, absolute or contingent, now or excess (to the extent actually received) to any other hereafter existing, or due or to become due. Obligations, whether principal, interest, fees or otherwise, and regardless of whether such Obligations (p) Person means any individual, corporation, are then due and payable, or shall refund such excess limited liability company, partnership, joint venture, interest (or any portion thereof not so applied to other association, joint-stock company, trust, unincorporated Obligations) to Borrower, and such rate shall organization or government or any agency or political automatically be reduced to the maximum rate permitted subdivision thereof. by such law. (q) Security Agreement means the Security 2.3 Form of Payments. All payments of principal Agreement to be executed by Borrower and delivered to and interest under the Note shall be payable in Lender and each other Security Agreement now or immediately available funds and in lawful money of the hereafter executed by Borrower to secure the United States bf America to Lender at 11208 John Galt Obligations, as each may be amended, restated or Boulevard, Omaha, Nebraska 68137 or at such other otherwise modified from time to time. address as may be designated by Lender in writing. All payments shall be applied first to accrued interest and (r) Vendor has the meaning specified in Section then toward any other sums due under this Agreement iu. and then toward principal. All payments shall be made on or before the due dates indicated in the Note, and ARTICLE2 Borrower hereby agrees to remit such payments and all LOAN other amounts when due and payable without any need for Lender to send a bill or an invoice. BORROWER'S 2.1 Loan. Lender shall make a loan to Borrower in PAYMENT OBLIGATIONS ARE ABSOLUTE AND the amount of $624,438.44 (the "Loan"). The Loan shall UNCONDITIONAL, AND ARE NOT SUBJECT TO be evidenced by a separate Promissory Note in the form CANCELLATION, REDUCTION OR SETOFF FOR ANY