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

attached hereto as Exhibit "B'' (the "Note"), and shall be REASON WHATSOEVER. Restrictive endorsements on subject to the additional terms set forth in this Agreement checks sent by the Borrower will not change or reduce and the other Loan Documents. Borrower's obligations to Lender, and Lender will not lose any rights if it accepts late or partial payments or delays (a) Interest Rate. Interest on the Loan shall accrue enforcing its rights under this Agreement. on the outstanding and unpaid principal balance of the Loan at the rate set forth in the Note. 2.4 Payment on Non-Business Days. Whenever any payment to be made under a Loan or under any Loan (b) Payments of Principal and Interest. Principal Document shall be stated to be due on a non-Business and interest shall be due and payable on the Loan as Day, such payment may be made on the next provided in the Note. succeeding Business Day, and such extension of time shall in such case be included in the computation of (c) Use of Proceeds. Borrower hereby payment of interest due on the Loan or fees under the acknowledges and agrees that it shall use the proceeds Loan Documents, as the case may be. only for the purchase of Equipment and for no other purposes, and Lender may provide the loan proceeds 2.5 Appropriations. directly to Vendor. (a) The Borrower, by entering into this Agreement, 2.2 Maximum Rate. In no contingency or event acknowledges its current intention to make all payments whatsoever shall the aggregate of all amounts deemed due on the dates such payments are then due. In the interest hereunder or under any other Loan Document event the Borrower's governing body fails to include in its exceed the highest rate permissible under any law which proposed budget or related documents for the ensuing a court of competent jurisdiction shall, in a final fiscal year or fails to appropriate sufficient funds to fully determination, deem applicable thereto. In the event that fund all of Borrower's obligations to make payments such a court determines that Lender has charged or hereunder for any future fiscal year, then the Borrower received interest hereunder or under any other Loan will immediately notify the Lender or its assignee of such Document in excess of the highest applicable rate, occurrence and the Borrower's right to possession of the Lender, in its sole discretion, shall either apply such Equipment, and all its interest in the Equipment, will 3 terminate immediately. In such case, the liability and ARTICLE4 obligations of the Borrower and remedies of Lender will CONDITIONS OF LENDING be limited to recovery only of funds appropriated for payments for the then current fiscal year. 4.1 Conditions Precedent to Disbursement Under the Loan. As conditions precedent to the disbursement (b) The Borrower agrees to use its best efforts to under the Loan, Lender shall have received from obtain authorization and appropriation of such funds and Borrower, on or before the day of any such that the governing body of the Borrower shall, for each disbursement, all of the following, each dated (unless ensuing fiscal year in which the payments are scheduled otherwise indicated) such day, in form and substance to be made and that, to the extent funds have been satisfactory to Lender: appropriated for the current fiscal year, it will make all such payments; and that if sufficient funds are (a) This Agreement and the other Loan Documents, appropriated and budgeted by it for the next fiscal year each properly executed on behalf of Borrower (or by for the purchase of the Equipment, then this Agreement Borrower's counsel with regard to the Legal Opinion); will be deemed renewed for such fiscal year and will be effective for such fiscal year. (b) Payment of all reasonable costs and expenses incurred by Lender in preparing the Loan Documents, 2.6 Non-appropriation. If the governing body of the securing the Obligations and making the Loan; and Borrower fails to specifically appropriate sufficient funds to make the payments due in any fiscal year and no such (c) Such other documents, instruments or appropriation is legally made within two weeks after agreements for Borrower as may be reasonably demand by Lender, an event of non-appropriation requested by Lender, including copies of the purchase ("Event of Non-appropriation") will have occurred, and agreement documents between Borrower and Vendor for Borrower may terminate this Agreement at the end of the the Equipment. then current fiscal year, whereupon Borrower will be obligated to pay those amounts then due subject to the ARTICLES provisions herein. At the end of such fiscal year, Lender REPRESENTATIONS AND WARRANTIES will have the right to take possession of the Equipment. Nothing in this Section or elsewhere in this Agreement Borrower represents and warrants to Lender as follows: will be deemed in any way to obligate the Borrower beyond its current fiscal year. If the Borrower fails to 5.1 Existence. Borrower is a state, or a political make any payment due based upon an Event of Non- subdivision thereof, within the meaning of Section 103 of appropriation and relinquishes the Equipment (and title to the Code and shall do or cause to be done all things the Equipment) as provided elsewhere in this necessary to preserve and keep in full force and effect its Agreement, then Borrower will have no further liability existence as a body corporate and politic. under this Agreement and any prior payments made by Borrower to Lender shall be deemed to have been lease 5.2 Authorization. Borrower is authorized under the payments. constitution and laws of the State of Florida to enter into this Agreement and the transactions contemplated ARTICLE 3 hereby and to perform all of its obligations under the SECURITY Loan Documents. Borrower has been fully authorized to execute and deliver this Agreement and all other Loan In order to secure the payment of the Loan and the Documents by proper action and approval of its Obligations of Borrower to Lender and Borrower's governing body (if necessary) at a meeting duly called, performance of all of the terms and conditions of this regularly convened and. attended throughout by a Agreement. Borrower- shall execute and deliver to requisite majority of the members thereof or by other Lender the Security Agreement, pursuant to which appropriate official approval. Borrower shall grant to Lender security interests in such property and assets as Lender may require. Lender's 5.3 Enforceability. This Agreement and all other security interests in the Collateral shall be continuing Loan Documents, when executed and delivered by liens and shall include the proceeds and products of the Borrower, constitute the legal, valid and binding Collateral, including without the limitation the proceeds of obligation of Borrower, enforceable in accordance with any insurance. their terms, except to the extent limited by applicable 4 bankruptcy, insolvency, reorganization or other laws ARTICLE 6 affecting creditors' rights generally. Borrower has COVENANTS complied with all public bidding requirements as may be applicable to this Agreement and the Loan Documents Borrower covenants and agrees that, until the and the acquisition of the Equipment. outstanding balance of the Loan is paid in full: 5.4 Funding. Borrower has, in accordance with all 6.1 Payments. All payments required under the requirements of law, fully budgeted and appropriated terms of the Loan Documents have been, and will be, sufficient funds to make the payments scheduled to duly authorized and paid when due out of funds then on come due under the terms of the Note and such funds hand and legally available for such purposes; Borrower have not been expended for other purposes. will, to the extent permitted by State law and other terms and conditions of this Agreement, include in its budget 5.5 Use of Equipment. The use of the Equipment is for each successive fiscal period during the term of this essential to Borrower's proper, efficient and economic Agreement a sufficient amount to permit Borrower to functioning or to the services that Borrower provides to discharge all of its obligations hereunder, and Borrower its citizens. Borrower has an immediate need for and has budgeted and available for the current fiscal period expects to make immediate use of substantially all of the sufficient funds to comply with its obligations hereunder. Equipment, which need is not temporary or expected to diminish in the foreseeable future. Borrower shall utilize 6.2 Use of Equipment. Borrower has an immediate the Equipment only for the purpose of performing one or need for, and expects to make immediate use of, more of its governmental or proprietary functions substantially all the Equipment, which need is not consistent with the permissible scope of its authority. temporary or expected to diminish in the foreseeable future; specifically Borrower will not give priority or parity 5.6 No Conflict as to Law or Agreements with in the appropriation of funds for the acquisition or use of Respect to Borrower. The execution, delivery and any additional equipment or property for purposes or performance by Borrower of this Agreement and the functions similar to those of the Equipment. other Loan Documents and the borrowings from time to time hereunder do not and will not (i) result in a breach of 6.3 Ongoing Requirements. There are no or constitute a default under any indenture, loan or credit circumstances presently affecting the Borrower that agreement or any other