Okaloosa County BOCC — November 16, 2013 — Motor Grader Attachment — reading text

period and the Obligee shall reimburse the Obligor on demand for the incremental premium cost of providing such insurance. x. Miscellaneous Section 10.01 Notices. All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail, postage prepaid, to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing. Section 10.02 Binding Effect. Obligor acknowledges this Contract is not binding upon the Obligee or its assignees unless the Conditions to Funding listed on the Documentation Instructions have been met to Obligee's satisfaction, and Obligee has executed the Contract. Thereafter, this Contract shall inure to the benefit of and shall be binding upon Obligee and Obligor and their respective successors and assigns. Section 10.03 Severability. In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 10.04 Amendments Addenda, Changes or Modifications. This Contract may be amended, added to, changed or modified by written agreement duly executed by Obligee and Obligor. Furthermore, Obligee reserves the right to directly charge or amortize into the remaining balance due from Obligor, a reasonable fee, to be determined at that time, as compensation to Obligee for the additional administrative expense resulting from such amendment, addenda, change or modification. Section 10.05 Execution in Counterparts. This Contract may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 10.06 Captions. The captions or headings in this Contract do not define, limit or describe the scope or intent of any provisions or sections of this Contract. Section 10.07 Master Contract. This Contract can be utilized as a Master Contract. This means that the Obligee and the Obligor may agree to the financing of additional Equipment under this Contract at some point in the future by executing one or more Additional Schedules to Exhibit A and Exhibit B, as well as other exhibits or documents that may be required by Obligee Additional Schedules will be consecutively numbered on each of the exhibits which make up the Additional Schedule and all the terms and conditions of the Contract shall govern eact Additional Schedule. Section 10.08 Entire Writing. This Contract constitutes the entire writing between Obligee and Obligor. No waiver, consent, modification or change of terms of this Contract shall bind eithe party unless in writing and signed by both parties, and then such waiver, consent, modification or change shall be effective only in the specific instance and for the specific purpose given There are no understandings, agreements, representations, conditions, or warranties, express or implied, which are not specified herein regarding this Contract, the Equipment or an additional collateral, financed hereunder. Any terms and conditions of any purchase order or other documents submitted by Obligor in connection with this Contract which are in addition t« or inconsistent with the terms and conditions of this Contract will not be binding on Obligee and will not apply to this Contract. Obligee and Obligor have caused this Contract to be executed in their names by their duly authorized representatives listed below. Okaloosa County Board of Commissioners Kansas State Bank of Manhattan Signature Signature Marsha Jarvis, Vice President Printed Name and Title Printed Name and Title Schedule (01 EXHIBIT A DESCRIPTION OF EQUIPMENT RE: Lease with Option to Purchase Agreement dated as of August 19, 2013, between Kansas State Bank of Manhattan (Obligee) and Okaloosa County Board of Commissioners (Obligor) Below is a detailed description of all the items of Equipment including quantity, model number and serial number where applicable: Four (4) Volvo G930B Motor Graders Physical Address of Equipment after Delivery : 1759 S. Ferdon Blvd., Crestview, FL 32536 EXHIBIT B PAYMENT SCHEDULE Schedule (01) RE: Lease with Option to Purchase Agreement dated as of August 19, 2013, between Kansas State Bank of Manhattan (Obligee) and Okaloosa County Board of Commissioners (Obligor) Date of First Payment: Original Balance: Total Number of Payments: At Closing $740,263.00 Thirty-Seven (37) Number of Payments Per Year: Twelve (12) Pmt Due Contract Appliedto Applied to *Purchase No. Date Payment Interest Principal Option Price 1 At Closing $5,325.53 $0.00 $5,325.53 Not Available 2 19-Sep-13 $5,325.53 $1,451.50 $3,874.03 $738,021.59 3 19-Oct-13 $5,325.53 $1,443.85 $3,881.68 $733,926.10 4 19-Nov-13 $5,325.53 $1,436.18 $3,889.35 $729,823.78 5 19-Dec-13 $5,325.53 $1,428.50 $3,897.03 $725,714.62 6 19-Jan-14 $5,325.53 $1,420.80 $3,904.73 $721,598.61 7 19-Feb-14 $5,325.53 $1,413.09 $3,912.44 $717,475.74 8 19-Mar-14 $5,325.53 $1,405.37 $3,920.16 $713,346.00 9 19-Apr-14 $5,325.53 $1,397.62 $3,927.91 $709,209.38 10 19-May-14 $5,325.53 $1,389.87 $3,935.66 $705,065.87 11 19-Jun-14 $5,325.53 $1,382.09 $3,943.44 $700,915.45 12 19-Jul-14 $5,325.53 $1,374.30 $3,951.23 $696,758.11 13 19-Aug-14 $5,325.53 $1,366.50 $3,959.03 $692,593.84 14 19-Sep-14 $5,325.53 $1,358.68 $3,966.85 $688,422.63 15 19-Oct-14 $5,325.53 $1,350.85 $3,974.68 $684,244.47 16 19-Nov-14 $5,325.53 $1,343.00 $3,982.53 $680,059.35 17 19-Dec-14 $5,325.53 $1,335.13 $3,990.40 $675,867.25 18 19-Jan-15 $5,325.53 $1,327.25 $3,998.28 $671,668.17 19 19-Feb-15 $5,325.53 $1,319.35 $4,006.18 $667,462.09 20 19-Mar-15 $5,325.53 $1,311.44 $4,014.09 $663,249.00 21 19-Apr-15 $5,325.53 $1,303.51 $4,022.02 $659,028.89 22 19-May-15 $5,325.53 $1,295.57 $4,029.96 $654,801.74 23 19-Jun-15 $5,325.53 $1,287.61 $4,037.92 $650,567.55 24 19-Jul-15 $5,325.53 $1,279.64 $4,045.89 $646,326.30 25 19-Aug-15 $5,325.53 $1,271.65 $4,053.88 $642,077.98 26 19-Sep-15 $5,325.53 $1,263.64 $4,061.89 $637,822.58 27 19-Oct-15 $5,325.53 $1,255.62 $4,069.91 $633,560.09 28 19-Nov-15 $5,325.53 $1,247.58 $4,077.95 $629,290.49 29 19-Dec-15 $5,325.53 $1,239.53 $4,086.00 $625,013.78 30 19-Jan-16 $5,325.53 $1,231.46 $4,094.07 $620,729.94 31 = 19-Feb-16 $5,325.53 $1,223.37 $4,102.16 $616,438.96 32 19-Mar-16 $5,325.53 $1,215.27 $4,110.26 $612,140.83 33 19-Apr-16 $5,325.53 $1,207.15 $4,118.38 $607,835.53 34 19-May-16 $5,325.53 $1,199.02 $4,126.51 $603,523.06 35 19-Jun-16 $5,325.53 $1,190.87 $4,134.66 $599,203.40 36 19-Jul-16 $5,325.53 $1,182.70 $4,142.83 $594,876.54 37 19-Aug-16 $595,868.00 $1,174.52 $594,693.48 $0.00 Okaloosa County Board of Commissioners Signature Printed Name and Title *Assumes all Contract Payments due to date are paid Schedule (01) EXHIBIT C CERTIFICATE OF ACCEPTANCE RE: Lease with Option to Purchase Agreement dated as of August 19, 2013, between Kansas State Bank of Manhattan (Obligee) and Okaloosa County Board of Commissioners (Obligor) |, the undersigned, hereby certify that | am a duly qualified representative of Obligor and that | have been given the authority by the Governing Body of Obligor to sign this Certificate of Acceptance with respect to the above referenced Contract. | hereby certify that: 1. The Equipment described on Exhibit A has been delivered and installed in accordance with Obligor's specifications. 2. Obligor has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Obligor has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Contract Payments required to be paid under the Contract during the current Budget Year of Obligor, and such moneys will be applied in payment of all Contract Payments due and payable during such current Budget Year. 4. Obligor has obtained insurance coverage as required under the Contract from an insurer qualified to do business in the State. 5. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof. 6. The governing body of Obligor has approved the authorization, execution and delivery of this Contract on its behalf by the authorized representative of Obligor who signed the Contract. 7. Please list the Source of Funds (Fund Item in Budget) for the Contract Payments that come due under Exhibit B of this Contract. Source of Funds: — General By signing below, Obligor hereby authorizes the General Fund of the Obligor as a backup source of funds from which the Contract Payments can be made. Okaloosa County Board of Commissioners Signature Printed Name and Title Schedule (01) EXHIBIT D OBLIGOR RESOLUTION RE: Lease with Option to Purchase Agreement dated as of August 19, 2013, between Kansas State Bank of Manhattan (Obligee) and Okaloosa County Board of Commissioners (Obligor) At a duly called meeting of the Governing Body of the Obligor (as defined in the Contract) held on the following resolution was introduced and adopted: BE IT RESOLVED by the Governing Body of Obligor as follows: 1. Determination of Need. The Governing Body of Obligor has determined that a true and very real need exists for the acquisition of the Equipment described on Exhibit A of the Lease with Option to Purchase Agreement dated as of August 19, 2013, between Okaloosa County Board of Commissioners (Obligor) and Kansas State Bank of Manhattan (Obligee). 2. Approval and Authorization. The Governing Body of Obligor has determined that the Contract, substantially in the form presented to this meeting, is in the best interests of the Obligor for the acquisition of such Equipment, and the Governing Body hereby approves the entering into of the Contract by the Obligor and hereby designates and authorizes the following person(s) to execute and deliver the Contract on Obligor’s behalf with such changes thereto as such person(s) deem(s) appropriate, and any related documents, including any Escrow Agreement, necessary to the consummation of the transaction contemplated by the Contract. Authorized Individual(s): (Printed or Printed Name and Title of individual(s) authorized to execute the Contract) 3. Adoption of Resolution. The signatures below from the designated individuals from the Governing Body of the Obligor evidence the adoption by the Governing Body of this Resolution. Signature: (Signature of Secretary, Board Chairman or other member of the Governing Body) Printed Name & Title: (Printed Name and Title of individual who signed directly above) Attested By: (Signature of one additional person who can witness the passage of this Resolution) Printed Name & Title: (Printed Name of individual who signed directly above) Schedule (01 EXHIBIT E BANK QUALIFIED CERTIFICATE RE: Lease with Option to Purchase Agreement dated as of August 19, 2013, between Kansas State Bank of Manhattan (Obligee) and Okaloosa County Board of Commissioners (Obligor) Whereas, Obligor hereby represents that it is a “Bank Qualified” Issuer for the calendar year in which this Contract is executed by making the following designations with respect to Section 265 of the Internal Revenue Code. (A “Bank Qualified Issuer” is an issuer that issues less than ten million ($10,000,000) dollars of tax-exempt obligations during the calendar year). Now, therefor, Obligor hereby designates this Contract as follows: 1. Designation as Qualified Tax-Exempt Obligation. Pursuant to Section 265(b)(3)(B)(i) of the Internal Revenue Code of 1986 as amended (the “Code”), the Obligor hereby specifically designates the Contract as a “qualified tax-exempt obligation” for purposes of Section 265(b)(3) of the Code. In compliance with Section 265(b)(3)(D) of the Code, the Obligor hereby represents that the Obligor will not designate more than $10,000,000 of obligations issued by the Obligor in the calendar