Okaloosa County BOCC — January 19, 2016 — Master Lease Agreement — reading text

reserves have been provided in accordance with GAAP and there is no proposed tax assessment against the Lessee or any subsidiary that would, if made, have a material adverse effect on the Lessee or its ability to perform its obligations under this Agreement or a Lease.; and (1) it is Lessee’s responsibility to determine under applicable laws, rules and regulations whether or not it is subject to reporting to any state or federal agencies or public health coverage programs such as Medicare, Medicaid, SCHIP or others (“Reporting Obligations”). 17. MISCELLANEOUS: Any time that Lessor's consent is required under this Agreement such consent shall not be unreasonably withheld. All obligations of the Lessee, if more than one, shall be joint and several. All paragraph headings are inserted for reference purposes only and shall not affect the interpretation or meaning of this Agreement or any Lease hereunder. Lessee will promptly execute and deliver to Lessor such further documents, instruments and assurances and take such further action as Lessor from time to time may reasonably request in order to carry out the intent and purpose of this Agreement or any Lease and to establish and protect the rights and remedies created or intended to be created in favor of Lessor hereunder or thereunder. Lessee shall provide not less than 30 days advance written notice to Lessor of any change in its name, address of its chief executive office or its state of organization. Lessee acknowledges and agrees that Lessee, in executing this Agreement and each Lease hereunder, it has relied solely upon the terms, provisions and conditions contained herein and therein, and any other state- ments, warranties, or representations, if any, by the Provider, or any salesperson, employee, rep- resentative or agent of the Provider, have not been relied upon. Lessee irrevocably authorizes Lessor to fill in descriptive information in this Agreement (including Equipment serial numbers) that is left blank and to correct obvious errors in this Agreement or any Lease or any exhibit or attachment thereto. In the event Lessee has Reporting Obligations and provides Lessor with a written notice requesting information regarding payments under any Lease, Lessor will provide Lessee with a detailed outline of the components of its payment(s) hereunder which may include equipment, service, Lessee's finance terms and other related components related to such Lease(s) provided that in the event that Lessor does not timely provide Lessee with said compo- nents, Lessee shall send a subsequent written notice to Lessor marked to the attention of “General Counsel, PMC". 18. NOTICES; CHANGES: Notices, requests or other communications required under the Lease to be sent to either party shall be in writing and shall be by: (a) United States first class mail, postage prepaid, and addressed to the other party at the address specified above (or to such other address as such party shall have designated by proper notice), (b) personal deliv- ery, or (c) overnight delivery by a nationally recognized courier. Any such notice shall be effec- tive when received. 19. STATUTORY FINANCE LEASES; PROVIDER WAIVERS: Lessor and Lessee agree that each Lease is a “Finance Lease” as that term is defined in Article 2A of the UCC. Lessee acknowl- edges that it selected the System and the Provider thereof, and Lessor has not selected, manu- factured or supplied the System. LESSOR HEREBY NOTIFIES LESSEE THAT LESSEE MAY HAVE RIGHTS PURSUANT TO THE CONTRACT WITH THE PROVIDER AND THE LESSEE MAY CON- TACT THE PROVIDER FOR A DESCRIPTION OF ANY RIGHTS OR WARRANTIES THAT LESSEE MAY HAVE UNDER SUCH CONTRACT. LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES GRANTED LESSEE BY SECTIONS 508 THROUGH 522 OF ARTICLE 2A OF THE UCC. Page 3 of 3 20. CHOICE OF LAW; WAIVER OF JURY TRIAL: This Agreement and each Lease hereunder shall be binding and effective when accepted by Lessor at its corporate office in Wayne, Pennsylvania, shall be deemed to have been made in Wayne, Pennsylvania and, except for local filing requirements and laws relating to the conflict of laws, shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, and, as applicable, the Electronic Signatures in Global and National Commerce Act. Lessee hereby consents to and agrees to the non-exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania or the Federal District Court for the Eastern District of Pennsylvania with respect to any provision or dispute arising under this Agreement or any Lease. Lessee agrees that service of process in any action or proceeding may be duly affected upon Lessee by mailing such process via certified mail, return receipt requested or as otherwise provided under applicable law. LESSOR AND LESSEE EACH AGREE TO WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR RELATED IN ANY WAY TO THIS AGREEMENT, ANY LEASE OR ANY SYSTEM. 21. ENTIRE AGREEMENT, NON-WAIVER AND SEVERABILITY: This Agreement and each Lease contain the entire agreement and understanding between Lessee and Lessor relating to the subject matter thereof. No term or provision of this Agreement or any Lease may be modified unless set forth in writing and signed by both parties. LESSEE ACKNOWLEDGES THAT NO PROVIDER NOR ANY SALESPERSON, EMPLOYEE, REPRESENTATIVE OR AGENT OF A PROVIDER IS AN AGENT OR REPRESENTATIVE OF LESSOR, AND THAT NONE OF THE ABOVE IS AUTHORIZED TO WAIVE OR ALTER ANY TERM, PROVISION OR CONDITION OF THIS AGREEMENT OR ANY LEASE, OR MAKE ANY REPRESENTATION WITH RESPECT TO THIS AGREEMENT, ANY LEASE OR THE SYSTEM ON BEHALF OF LESSOR. Time is of the essence in this Agreement and each Lease hereunder. No waiver by Lessor of any breach or default shall constitute a waiver of any additional or subsequent breach or default by Lessor nor shall it be a waiver of any of Lessor’s rights. Any provision of this Agreement or any Lease hereunder which for any reason may be held unenforceable in any one jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such unenforceability without invalidating the remaining provisions of this Agreement or any Lease hereunder, and any such unenforceability in any one jurisdiction shall not render such provision unenforceable in any other jurisdiction. This Agreement and all of the Leases may be executed in any number of counterparts and by different parties hereto or there- to on separate counterparts, each of which, when so executed and delivered, shall be an original, but all such counterparts shall together consist of but one and the same instrument; provided, however, that to the extent that any Lease would constitute chattel paper, as such term is defined in the UCC as in effect in any applicable jurisdiction, no security interest herein or therein may be created through the transfer or possession of this Agreement in and of itself without the transfer or possession of the original of such Leases and incorporating this Agreement by reference; and no security interest in a Lease may be created by the transfer or possession of any counterpart of such a Lease other than the original thereof, which shall be identified as the document marked “Original” and all other counterparts shall be marked “Duplicate”. At Lessor’s option, Lessor may accept a facsimile copy of this Agreement and related schedules, guaranties, and other documents. However, it is agreed that only a facsimile copy with Lessor’s ink signature shall be deemed as original for the purposes of determining who is the holder of the chattel paper. IN WITNESS WHEREOF, the parties hereto have caused this Master Lease Agreement to be duly executed by their authorized representatives as of the date first above written. Lessee agrees that an electronic version of this Agreement and/or any delivery and acceptance certificate with electronic signatures may be treated as an original and will be admissible as evidence thereof. Legal Name of Corporation or Partnership Okaloosa County Lessee Signature X X Print Name Charles K. Windes, Jr. Title Chairman, Board of County Commissioners Address 1250 N. Eglin Parkway, Suite 100 State FL Date Ci Zi| " Shalimar 32579 Organization |1D# W e = =< = 4 7] w b 7] 7] [*] - Witness Signature X Print Name X Title X Lessor Signature Date X Print Name Title For PHILIPS MEDICAL CAPITAL, LLC Witness Signature LESSOR X Print Name Title ©2014 All Rights Reserved. Printed in the U.S.A. 08PHIL684v7 9/14 08PHIL684v7 Philips Medical Capital Fiscal Funding Addendum — MLA PHONE: (866) 514-4PMC * FAX: (866) 516-4PMC This Fiscal Funding Addendum (“Addendum”), dated _January 19, 2016 , is by and between _Okaloosa County (“Lessee”) and PHILIPS MEDICAL CAPITAL, LLC (“Lessor”). Lessor and Lessee are parties to that certain Master Lease Agreement dated of even date here- with (the “Agreement”). Lessor and Lessee desire to supplement the terms of the Agreement. Any capitalized terms not otherwise defined herein shall have the meaning given them in the Agreement. NOW, THEREFORE, for good and valuable consideration, intending to be legally bound and pursuant to the terms and conditions hereof and the Agreement, it is hereby agreed as follows: 1. A new section 22 is added to the Agreement and shall read as follows: “22. Lessee’s Representations, Warranties and Covenants. Lessee represents, warrants and covenants that: (i) Lessee is a municipal corpo- ration, state, or fully constituted political subdivision or agency thereof; (i) Lessee has complied with all applicable public bidding requirements and other procedures required to enter into the Agreement and Lease and perform all of its obligations hereunder; (iii) Lessee has sufficient funds to pay all amounts due hereunder for current fiscal year and that it has requested sufficient funds to pay all amounts due hereunder for the next fiscal period; (iv) Lessee wil request sufficient funds to pay all amounts due hereunder in all future fiscal years during the term of the Lease; (v) Lessee will not do, cause to be done or fail to do any act which will cause the Agreement to be treated as an arbitrage bond under Section 148(a) of the Code or a private activity bond under Section 141(a) of the Code; (vi) This Agreement and Lease constitute the legal, valid and binding obligation of the Lessee enforceable in accordance with its terms, except to the extent limited by applicable bankruptcy, insolvency, reorganization or other laws affecting creditors’ rights generally; (vii) Lessee will use the System for the purpose of performing one or more governmental or ‘proprietary functions consistent with the permissible scope of Lessee’s authority; and (viii) the use of the System is essential to the function of the Lessee or to the service Lessee provides to its citizens, and the Lessee has an immediate need for, and expects to make immediate use of, substantially all the System, which need is not temporary or expected to diminish in the foreseeable future. 2. Anew section 23 is added to the Agreement and shall read as follows: “23. Budget Event. Notwithstanding any other provisions of this Agreement, in the event (a “Budget Event”) that (a) Lessee does not receive appropriations or other expenditure authority from the budget of its state/commonwealth or otherwise have funds available to make Payments as required by any Lease, (b) there is no other legal procedure by which Payments may be made; and (c) the lack of appropriations do not arise from any failure to seek sufficient funds for the Payments for the relevant fiscal period, then the effected Lease shall terminate and Lessee shall not be obligated to make Payments due under such Lease effective the end of relevant fiscal year so long as Lessee provides Lessor notice of a Budget Event as soon as practicable after becom- ing aware of such event, but never less than ninety (90) days prior to the