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

action affecting creditor's rights, and regardless of or further notice or demand in similar or other whether a suit or action is commenced, Borrower shall circumstances. pay all of the costs and expenses of such collection, enforcement or protection, including reasonable 9.5 Severability. Wherever possible, each provision attorneys' fees, and Lender may take judgment for all of this Agreement shall be interpreted in such manner as such amounts. to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or 9.9 Fees and Expenses. Borrower shall pay all out- invalid under applicable law, such provision shall be of-pocket costs and expenses incurred by Lender ineffective only to the extent of such prohibition or (including attorney's fees and all recording and filing invalidity, without invalidating the remainder of such fees) in connection with the preparation of this provision or the remaining provisions of this Agreement. Agreement and the other Loan Documents. Borrower shall also pay all like costs and expenses incurred by 9.6 Notices. Any notice or other communication Lender (including reasonable attorney fees, recording required or permitted hereunder shall be in writing, and and filing fees) in connection with the preparation of any will be deemed given when (a) delivered personally, (b) amendments, waivers, renewals or modifications of or sent by commercial overnight courier (with written made pursuant to this Agreement or any other Loan verification of receipt) or (c) sent by registered or certified Document. mail, return receipt requested, postage prepaid, when the return receipt is received. All communications shall 9.1 o Assignment. Borrower may not sell, assign or be sent to the attention of the persons listed on the transfer any interest in this Agreement, or any portion signature page to this Agreement and at the addresses · thereof, including, without limitation, Borrower's rights, or email address set forth on such signature page unless title, interests, remedies, powers and duties hereunder or other names or addresses are provided by either or both thereunder. parties in accordance herewith. 9.11 Captions. The captions of the various sections All such notices and communications shall be effective and paragraphs of this Agreement have been inserted 9 only for the purposes of convenience; such captions are ANY OBJECTION TO JURISDICTION AND VENUE OF not a part of this Agreement and shall not be deemed in ANY ACTION INSTITUTED AGAINST IT AS PROVIDED any manner to modify, explain, enlarge or restrict any of HEREIN AND AGREES NOT TO ASSERT ANY the provisions of this Agreement. DEFENSE BASED ON LACK OF JURISDICTION OR VENUE. BORROWER FURTHER AGREES NOT TO 9.12 Reinstatement of Obligations. If at any time any ASSERT AGAINST LENDER (EXCEPT BY WAY OF A payments on any Note or any other indebtedness or DEFENSE OR COUNTERCLAIM IN A PROCEEDING liabilities owed to Lender theretofore made by Borrower INITIATED BY LENDER) ANY CLAIM OR OTHER or any other Person must be disgorged by Lender for any ASSERTION OF LIABILITY WITH RESPECT TO THIS reason whatsoever (including, without limitation, the AGREEMENT, LENDER'S CONDUCT OR OTHERWISE insolvency, bankruptcy or reorganization of Borrower or IN ANY JURISDICTION OTHER THAN THE other Person), this Agreement and each other Loan FOREGOING JURISDICTIONS. Documents shall be reinstated as to all disgorged payments as though such payment had not been made, 9.16 Waiver of Jury Trial. BORROWER HEREBY and Borrower shall sign and deliver to Lender all WAIVES ANY RIGHT TO TRIAL BY JURY (WHICH documents and things necessary to reperfect all LENDER ALSO WAIVES) IN ANY ACTION, SUIT, terminated mortgages, liens, pledges and security PROCEEDING OR COUNTERCLAIM OF ANY KIND interests. ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OBLIGATIONS OF BORROWER 9.13 . Counterparts. This Agreement may be executed HEREUNDER OR LENDER'S CONDUCT IN RESPECT in multiple counterparts, each of which shall be deemed OF ANY OF THE FOREGOING. an original, but all of which together shall constitute one and the same instrument. An electronic transmission or 9.17 Credit Agreement in Writing. A CREDIT facsimile of this Agreement shall be deemed an original AGREEMENT MUST BE IN WRITING TO BE and shall be admissible as evidence of the document ENFORCEABLE UNDER NEBRASKA LAW. TO and the signer's execution. PROTECT YOU (BORROWER) AND US (LENDER) FROM ANY MISUNDERSTANDINGS OR 9.14 Indemnification. BORROWER AGREES TO DISAPPOINTMENTS, ANY CONTRACT, PROMISE, INDEMNIFY, DEFEND AND HOLD LENDER AND ITS UNDERTAKING OR OFFER TO FOREBEAR EMPLOYEES, OFFICERS, DIRECTORS, AGENTS, REPAYMENT OF MONEY OR TO MAKE ANY OTHER ATTORNEYS, AFFILIATES AND THEIR RESPECTIVE FINANCIAL ACCOMMODATION IN CONNECTION SUCCESSO.RS AND ASSIGNS (COLLECTIVELY THE WITH THIS LOAN OF MONEY OR GRANT OR "INDEMNIFIED PARTIES") HARMLESS FROM AND EXTENSION OF CREDIT, OR ANY AMENDMENT OF, AGAINST ANY AND ALL LOSS, LIABILITY, CANCELLATION OF, WAIVER OF, OR SUBSTITUTION OBLIGATION, DAMAGE, PENALTY, JUDGMENT, FOR ANY OR ALL OF THE TERMS OR PROVISIONS CLAIM, DEFICIENCY AND EXPENSE (INCLUDING OF ANY INSTRUMENT OR DOCUMENT EXECUTED INTEREST, PENALTIES, ATTORNEYS' FEES AND IN CONNECTION WITH THIS LOAN OF MONEY OR AMOUNTS PAID IN SETTLEMENT) TO WHICH THE GRANT OR EXTENSION OF CREDIT, MUST BE IN INDEMNIFIED PARTIES MAY BECOME SUBJECT WRITING TO BE EFFECTIVE. ARISING OUT OF OR BASED UPON A BREACH OR EVENT OF DEFAULT BY BORROWER HEREUNDER, OR ARISING OUT OF LENDER'S AGREEMENT TO EXTEND CREDIT TO BORROWER. 9.15 Governing Law and Consent to Forum. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEBRASKA WITHOUT REGARD TO CONFLICT OF LAWS PRINCIPLES. BORROWER HEREBY CONSENTS TO THE JURISDICTION OF ANY STATE COURT LOCATED WITHIN DOUGLAS COUNTY, NEBRASKA OR FEDERAL COURT IN THE DISTRICT OF NEBRASKA. BORROWER WAIVES 10  Exhibit "A" Equipment Descrll!tion .Q!\( Price I21fil Model DS200 Digital Image Scanner with Plastic Ballot Box with Steel Door and e-Bin, Reverse Wound Paper Roll, and 60 $5,750.00 $345,000.00 4GB Jump Drive Model 08850 High Speed Digital Image Scanner with Steel Table, Report Printer, Audit Printer, Battery Backup, Two (2) 1 $111,500.00 $111,500.00 USB Cables, Three (3) 8GB Jump Drives, Start-Up Kit, and Dust Cover Initial Annual License Fee 1 Included Included AutoMARK Voter Assist Terminal with Transport Case, Power Card, Ink Cartridge, 1GB Flashcard, Headset, and Two (2) 60 $1,200.00 $72,000.00 Privacy Sleeves ElectionWare - PYO Standard 1 $35,850.00 $35,850.00 Model 08200 Scanners (Installation) 60 $115.00 $6,900.00 Model 08850 Installation/Training Fee (1st Unit) 1 $3;500.00 $3,500.00 AutoMARK Terminals (Installation) 60 $105.00 $6,300.00 Equipment Operations Training Day 1 $1,575.00 $1,575.00 Software Training Day 5 $1,575.00 $7,875.00 Election On~Site Support Event 2 $4,125.00 $8,250.00 Model DS200 Wireless Modem (Verizon) 60 $300.00 $18,000.00 4GB Jump Drive 20 $105.00 $2,100.00 8GB Jump Drive 15 $152.34 $2,285.10 EVS 4.5.0.0 PYO Network System 1 $34,153.34 $34,153.34 Equipment Being Traded-In by Customer Includes: 82 - AccuVote OS Scanner with Ballot Box ($15,250.00) ($15,250.00) 12 - AccuVote OSX Scanner with Ballot Box 1 1 - PS900 High Speed Tabulator 78 - AccuVote TSX Terminal Shipping & Handling 1 $10,400.00 $10,400.00 Order Subtotal $650,438.44 Customer Discount ($26,000.00) Order Total $624,438.44  Exhibit "B" Promissory Note U.S. $624,438.44 September_, 2015 For value received, Okaloosa County, Florida (the "Borrower"), hereby unconditionally promises to pay to the order of Nationwide Capital, LLC, a Delaware limited liability company (the "Lender"), in lawful money of the United States of America, the principal sum of $624.438.44, together with interest from and after the date hereof on the unpaid principal balance outstanding at the rate set forth herein. This Promissory Note (this "Note") is the Note referred to in, and is issued subject to the terms and conditions of, that certain Loan Agreement between Borrower and Lender dated as of the date hereof (as the same may be amended, restated or otherwise modified from time to time, the "Loan Agreement"). All of the terms, covenants and conditions of the Loan Agreement are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used and not defined herein shall have the meanings set forth in the Loan Agreement. Interest applicable to the principal amount of this Loan evidenced by this Note shall be an amount equal to zero percent (0.00%) per annum. The principal sum, together with interest thereon, shall be paid in three installments of $208,146.15 with the first installment due and payable upon execution of this Promissory Note and each subsequent payment