Backup Documents 09/23/2014 Item #16E 8 ORIGINAL DOCUMENTS CHECKLIST & ROUTING SLIP
TO ACCOMPANY ALL ORIGINAL DOCUMENTS SENT TO i 6E R
THE BOARD OF COUNTY COMMISSIONERS OFFICE FOR SIGNATURE
Routed by Purchasing Department to Office Initials Date
the Following Addressee(s) (In routing order)
1. Risk Management Risk
2. County Attorney Office County Attorney Office ILIIII-1
3. BCC Office Board of County T b \
Commissioners ' 17/ °kt \ \
4. Minutes and Records ��� , Clerk of Court's Office � OP (ilOtckl
44\(01 not 4,.e.,com peat°
5. Return to Purchasing epartment Purchasing
Contact: Diana DeLeon
. Leak, vv ilk Ntauro vi-e-, <s‘Ar , 19\i 1-e sc01' a-F= C n. 's .e .
PRIMARY CONTACT ONTACT INFORMATION
Name of Primary Diana De Leon for Adam Northrup Phone Number 252-8375
Purchasing Staff September 23,2014
Contact and Date
Agenda Date Item was September 23,2014 ✓ Agenda Item Number 16.E.8 V
Approved by the BCC
Type of Document Lease Agreement Number of Original 2
Attached Documents Attached
PO number or account N/A Solicitation/Contract 14-6286 VAR
number if document is NumberNendor Name Resources
to be recorded
INSTRUCTIONS & CHECKLIST
Initial the Yes column or mark"N/A"in the Not Applicable column,whichever is Yes N/A(Not
appropriate. (Initial) Applicable)
1. Does the document require the chairman's original signature? DD
2. Does the document need to be sent to another agency for additional signatures? If yes, 1 'y r '
provide the Contact Information(Name;Agency;Address;Phone)on an attached sheet. \r----/*
3. Original document has been signed/initialed for legal sufficiency. (All documents to be
signed by the Chairman,with the exception of most letters,must be reviewed and signed��
by the Office of the County Attorney.
4. All handwritten strike-through and revisions have been initialed by the County Attorney's N/A
Office and all other parties except the BCC Chairman and the Clerk to the Board
5. The Chairman's signature line date has been entered as the date of BCC approval of the N/A
document or the final negotiated contract date whichever is applicable.
6. "Sign here"tabs are placed on the appropriate pages indicating where the Chairman's DD
signature and initials are required.
7. In most cases(some contracts are an exception), an electronic copy of the document and DD
this routing slip should be provided to the County Attorney's Office before the item is
input into SIRE.
8. The document was approved by the BCC on the date above and all changes made DD
during the meeting have been incorporated in the attached document. The County
Attorney's Office has reviewed the changes,if applicable.
9. Initials of attorney verifying that the attached document is the version approved by the C
BCC,all changes directed by the BCC have been made, and the document is ready for the
Chairman's signature. �"
16E8 8
MEMORANDUM
Date: September 26, 2014
To: Diana De Leon, Contracts Technician
Purchasing Department
From: Teresa Cannon, Deputy Clerk
Minutes & Records Department
Re: Lease Agreement w/VAR Resources
Attached are two originals of the contract referenced above, (Item #16E8)
approved by the Board of County Commissioners on Tuesday, September 23, 2014.
Return a fully executed original back to the Minutes & Records Department once you
receive all signatures.
If you have any questions, please contact me at 252-8411.
Thank you.
Attachment
l6Eg
Addendum to Purchase Order and Conditions of Credit Approval
To: Collier County Board of County Commissioners
From: VAR Resources, Inc.
Approval Date: 06/10/14 Expiration Date: 08/09/14
Equipment Cost: $126,752.00
Personal Property Tax: $ 3,533.08
Total Approved Amount: $130,285.08
Collier County Board of County Commissioners ("Customer") understands and agrees that VAR Resources, Inc.
("Lessor")will issue a Purchase Order(s) to the vendor(s) listed below for the product described in the lease or
any schedule(s) attached to the lease (the "Product") pursuant to Customer's specific request. If for any reason
within 10 days from the date of delivery by Vendor(s) of the product covered by the Purchase Order(the
"Product") Customer: (i) fails to execute any required lease documents; (ii) does not provide Lessor with (a)
written notice of acceptance of the delivered Product, (b) notice that it has returned some or all of the delivered
Product only after Vendor(s) has provided written approval in advance of the return or(c) instructions to pay
Vendor(s)for the Product; (iii)for any reason decides not to proceed with the lease; or(iv)for any reason
defaults on the lease, then the Product shall be deemed accepted by Customer and Vendor(s) shall have
recourse directly from Customer for immediate payment in full with respect to the Product, including, without
limitation attorneys'fees and costs of collection, and customer indemnifies and holds Lessor harmless against
all payment claims from the following vendor(s) : CDW .
CDW is an intended third party beneficiary of, and authorized to enforce, this Addendum.
Conditions of Credit Aooroval;
Funding is contingent upon our receipt of original executed lease contracts, executed delivery
and acceptance form, verbal verification and any other documents required by VAR Resources.
VAR Resources may revoke this approval at any time prior to funding or in the event of fraud or a
material adverse change in the customer's financial condition. This approval will automatically
expire on
08/09/14 as stated above. In the event of approval expiration or revocation, Collier County Board
of County Commissioners is responsible for paying all invoices for assets ordered from any
vendor related to this lease/financing approval.
VAR Resources, Inc. will be issuing the purchase order to the vendors listed above for the items listed on the
Schedule"A" of your lease agreement.
By signing this form, I agree that I have not issued, nor will issue a purchase order to the vendors listed above
for the equipment and/or software listed on the Schedule"A"of my lease contract.
In the event that you or the any vendor(s) representative changes the ship to address to any address other than
8075 Lely Cultural Pkwy Suite 267 Naples, FL 34113-9005 you agree to pay cash to vendor(s)directly and the
lease is considered void.
ATTEST:
DWI HT B. BROC , Clerk _L
Agreed to an. -cceptedthis AD day of Of, 20A
■
Customer: •oilier C ty Board of County Commissioners ,
�1t±e"t b Chia s
4, r
owed as to form and legality
Print Name: Torn Henning /J\ �/11�C1/nI
f 6-k�J ✓✓„''((�..YY``''��^YYY ''' Assistant County AttorneC”
Title: Chairman
16E8
VAR Resources, Inc.
2330 Interstate 30
Mesquite, TX 75150
972-755-8200
FAX 972-755-8210
DATE: August 5, 2014
Submission # 215642
Collier County Board of County Commissioners
AMOUNT DUE AT SIGNING OF LEASE AGREEMENT
Documentation Fee (if applicable) $0.00
Deposit Due $0.00
Total Due $0.00
*Deposits are held until such time as the lease is commenced. Upon lease commencement deposits will be
applied to the first and last payments under the lease contract. The lease will commence upon sending of
the first invoice and not before.
PLEASE MAKE CHECK PAYABLE TO: VAR Resources, Inc.
CHECK MUST BE DRAWN ON THE BUSINESS CHECKING ACCOUNT OF:
Collier County Board of County Commissioners.
MONEY ORDERS CANNOT BE ACCEPTED. PLEASE BE ADVISED THAT PERSONAL PROPERTY TAX
IS INCLUDED IN THE MONTHLY INVOICE.
THANK YOU.
(P
09/05/12 _16E
f fUhIDA
Consumer's Certificate of Exemption l R Oa;1
` issued Pursuant to Chapter 212, Florida Statutes
DEPARTMENT R p rsY f `x^ S Z.
fir .: . .
a
85-8015966531C-1 10/31/2012 10/31/2017 ,` "0,.ie..-:—` .tiq T
Certificate Number Effective Date Expiration Date t m •" Cat .,§'fi,, `'
This certifies that i „�-Irk,
` s;.. ter. .. ...............41).„.4...
COLLIER COUNTY BOCC « a '' 1. V a. Oi4
3299 TAMIAMI TRL E STE 403 >' t.4 7s.; r, .'Y4y '
NAPLES FL 34112-5748 � #•,;.�y�' ...-., ;¢ '° , ,,x� : R 'r
S c :' "' SS
is exempt from the payment of Florida sales and use tax on real property rented,transient rental? 'ignt
p' ed,tangible
personal property purchased or rented, or services purchased.
Fl Oh1UA -
Important Information for Exempt Organizations R.04/ 11
DEPARTMENT
OF REVENUE .
II
1. You must provide all vendors and suppliers with an exemption certificate before making tax-exempt purchases.
See Rule 12A-1.038, Florida Administrative Code(F.A.C.).
2. Your Consumer's Certificate of Exemption is to be used solely by your organization for your organization's
customary nonprofit activities.
3. Purchases made by an individual on behalf of the organization are taxable, even if the Individual will be
reimbursed by the organization.
4. This exemption applies only to purchases your organization makes. The sale or lease to others of tangible
personal property,sleeping accommodations, or other real property is taxable. Your organization must register,
and collect and remit sales and use tax on such taxable transactions. Note: Churches are exempt from this
requirement except when they are the lessor of real property(Rule 12A-1.070, F.A.C.).
5. It is a criminal offense to fraudulently present this certificate to evade the payment of sales tax. Under no
circumstances should this certificate be used for the personal benefit of any individual. Violators will be liable for
payment of the sales tax plus a penalty of 200% of the tax,and may be subject to conviction of a third-degree
felony. Any violation will require the revocation of this certificate.
6. If you have questions regarding your exemption certificate, please contact the Exemption Unit of Account
Management at 800-352-3671. From the available options, select"Registration of Taxes,"then "Registration
Information,"and finally"Exemption Certificates and Nonprofit Entities." The mailing address is PO Box 6480,
Tallahassee, FL 32314-6480.
0
168
THIS IS A NON-CANCELABLE
Master Lease Agreement LEGALLY BINDING CONTRACT '
Master Lease Number:
VAR
Lessee(Leasing Customer)—Use exact registered name If corp.,LLC or LP Lessee's Chief Executive Office—Street City
Collier County Board of County Commissioners 8075 Lel Cultural Pkwy Suite 267 Naples
Tax ID# State County Zip Code Lessee's Telephone
34113-
59-6000558 FL Collier 9005 239-252-3756
In this Master Lease Agreement("Master Agreement"),the words"You"and"Your"mean the Lessee named above. "We,""Us""Our"and"Lessor"mean VAR Resources,
Inc. "Schedule"means the form of lease schedule attached hereto as Exhibit A. "Supplier"means the equipment supplier supplying the Equipment(defined below)leased
under a Schedule. This Master Agreement together wttl►each Schedule entered Into pursuant hereto and the related and supporting documents entered into directly
with Us in connection with the transaction represented in•Schedule Miler Documents"),represent the final and only agreement between You and Us regarding
the leasing of the Equipment identified in such Schedule and may not be contradicted by evidence of prior,contemporaneous or subsequent oral agreements"
There are no unwritten oral agreements between You and Us. Neither this Master Agreement nor any Schedule may be changed except by a written agreement
between You and Us. Other agreements not stated In this Master Agreement Schedules and Other Documents(Including those contained in any purchase
agreement or order between You and the Supplier)are not binding on Us.
1. LEASE OF EQUIPMENT Each Schedule executed by You represents your agreement to lease from Us the equipment listed therein(together with all existing and future
accessories,embedded software programs, attachments, replacements, additions and repairs)(the"Equipment"), upon the terms stated in such Schedule and this Master
Agreement. Each Schedule shall be substantially in the form of Exhibit A and shall be deemed to be a separate lease transaction(a"Lease")between You and Us. In the
event of any conflict between the provisions of this Master Agreement and the provisions of any Schedule,the provisions of the Schedule shall control.You promise to pay to Us
the Lease Payments shown on each Schedule in accordance with the payment schedule set forth therein,plus all other amounts stated herein and therein. Each Schedule is
binding on You as of the date You sign it.After You sign a Schedule,We may(i)insert the Lease number thereon and any other information missing in such Schedule,and(ii)
change the Lease Payment amount by not more than 15%due to a change in the Equipment configuration,or a payment miscalculation.No Schedule is binding on Us until We
sign it. If You are other than a sole proprietorship, Your signature on this Master Agreement and on each Schedule constitutes Your representation that the execution and
delivery by You of this Master Agreement,the Schedule and the Other Documents,and the performance of Your obligations hereunder and thereunder,have been authorized
by all necessary company action,and that the person(s)signing this Master Agreement,the Schedule and the Other Documents has been duly authorized to do so.
2.UNCONDITIONAL OBLIGATION 717 PERFORM.With respect to each Schedule,You agree that:(a)You,not We,selected the Equipment and the Supplier,(b)We
are a separate company from the Supplier, manufacturer and any other vendor(collectively, "Vendors"),the Vendors are NOT Our agents, and no statement,
representation or warranty by any Vendor is binding on Us, (c) Your duty to perform Your obligations under the Master Agreement and the Schedule is
unconditional despite any equipment failure,the existence of any law restricting the use of the Equipment,or any other adverse condition whatsoever,(d)if You are
a party to any maintenance,service,supplies or other contract with any Vendor,We are NOT a party thereto,such contract is NOT part of any Lease(even though
We may,as a convenience to You and a Vendor,bill and collect monies owed by You to such Vendor),and no breach by any Vendor will excuse You from fully
performing Your payment and other obligations to Us,and(e)if the Equipment is unsatisfactory or if any Vendor falls to provide any service or maintenance or
fulfill any other obligation to You,You shall not make any claim against Us and shall continue to perform your payment and other obligations to Us.
3.ORIGINAL TERM;END OF TERM OPTIONS;RENEWAL PROVISIONS. The original term of each Lease represented by a Schedule will begin on a date designated by Us
after We accept such Schedule(the"Commencement Date")and will continue for the number of months shown in the Schedule("Original Term"). As used herein,"Present
Term"means the term presently in effect,whether it is the Original Term or a Renewal Term(as defined below). With respect to each Schedule,You shall notify Us in
writing at least 60 days but not more than 120 days before the end of a Present Term that,at the end of such Present Term,You intend to(i)return the Equipment,
or(ii)exercise the purchase option,if any,specified in the Schedule,then: (a)the Schedule will automatically renew for an additional three-month Term(each, a
"Renewal Term"),and(b)the Lease Payment amount and the other terms of the Schedule and of this Master Agreement and Other Documents will continue to apply. If You
do notify Us in writing within the time set forth above that You intend to return the Equipment or purchase the Equipment at the end of such Present Term,then,immediately
upon the expiration of such Term,You shall return the Equipment subject to the Schedule pursuant to Section 13 of this Master Agreement or purchase the Equipment pursuant
to Section 10 of the Schedule,as applicable.
4.ACCEPTANCE OF EQUIPMENT;LEASE PAYMENT'S. With respect to each Schedule,You will inspect and test the operation of the Equipment upon its delivery and You
will notify Us within ten (10) days of delivery if the Equipment is not satisfactory. YOU AGREE THAT IF YOU FAIL TO NOTIFY US THAT THE EQUIPMENT IS NOT
SATISFACTORY WITHIN TEN (10) DAYS OF DELIVERY THEN THE EQUIPMENT SHALL BE IRREVOCABLY AND UNCONDITIONALLY ACCEPTED BY YOU. If
requested,You will sign a separate Equipment delivery and acceptance certificate for each Schedule. We may at Our discretion verify by telephone such information regarding
delivery and acceptance of the Equipment as we deem appropriate. With respect to each Schedule,Customer agrees to pay a prorated Lease Payment for the period between
the Equipment delivery date(i.e.the date of the related delivery and acceptance certificate)and the Commencement Date. This prorated or partial payment will be based on the
Lease Payment shown on the related Schedule prorated on a 30-day calendar month and will be added to the Customer's first invoice. With respect to each Schedule,Lease
Payments plus applicable taxes and other charges provided for herein are payable periodically as stated herein and therein. Restrictive endorsements on checks will not be
binding on Us.All payments received will be applied to past due amounts and then to the current amount due,in such order as We determine. We may add finance charges to
any amount We advance on Your behalf,including,without limitation,taxes and insurance premiums(as defined in section 10 below),if arty. Any security deposit or estimated
future Governmental Charge(as defined in Section 10 below)that You pay is non-interest bearing,may be commingled with Our funds,may be applied by Us at any time to
past-due amounts,and the unused portion will be returned to You within 90 days after the end of the final Present Term of the applicable Schedule. If any check is dishonored,
You shall pay Us a fee of$20.00. Payments are made upon receipt of a proper invoice and any applicable interest shall be in compliance with Section 218.70 Fl.
Stets.,Otherwise known as the"Local Government Prompt Payment Act"Collier County,Florida as a political subdivision of the State of Florida,is exempt from
the payment of Florida sales tax to its vendors under chapter 212,Florida Statutes,Certificate of Exemption#85-8015966531C-1.
5. DELIVERY, LOCATION, OWNERSHIP, USE, MAINTENANCE OF EQUIPMENT. We are not responsible for delivery or installation of the Equipment relating to any
Schedule. You are responsible for Equipment maintenance.You shall not remove the Equipment from the Equipment Location designated in the applicable Schedule unless
You first get Our permission. You shall give Us access to each Equipment Location so that We may inspect the Equipment, , whether performed prior to or after the
Commencement Date of the applicable Schedule. We will own and have title to all Equipment(excluding any software)throughout the Term of each Schedule. If the
Equipment includes any software,You agree that(i)We don't own the software,(ii)You are responsible for entering into any necessary software license agreements with the
owners or licensors of such software, (iii)You shall comply with the terms of all such agreements,if any,and(iv)any default by You under any such agreements shall also
constitute a default by You under the applicable Lease. You agree that all Equipment is and shall remain personal property. You shall not permit it to become(i)attached to
real property or(ii)subject to liens or encumbrances of any kind whatsoever. You represent that all Equipment will be used solely for commercial purposes and not for
personal,family or household purposes. You shall use all Equipment in accordance with all laws,operation manuals.service contracts(if any)and insurance requirements,
and shall not make any permanent alterations. At Your own cost, You shall keep the Equipment in good working order and warrantable condition, ordinary wear and tear
excepted("Good Condition").
6.NO WARRANTIES;FINANCE LEASE. WITH RESPECT TO EACH SCHEDULE,WE ARE LEASING THE EQUIPMENT TO YOU"AS IS". WE HAVE NOT MADE AND
HEREBY DISCLAIM ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED.ARISING BY APPLICABLE LAW OR OTHERWISE, INCLUDING WITHOUT LIMITATION,THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You agree that the transaction represented by each Schedule is a"finance
lease"as defined in Article 2A of the Uniform Commercial Code("UCC"). To the extent permitted by law, You hereby waive any and all rights and remedies conferred
upon You under UCC Sections 2A-303 and 2A-508 through 522. If it is determined that the transaction represented by any Schedule is other than a"lease"as defined in
Article 2A,then You hereby grant to Us a security interest in the Equipment and all proceeds thereof. You authorize Us to record (and amend, if appropriate)a UCC
financing statement to protect Our interests.With respect to any one or more Schedules, You may be entitled under Article 2A to the promises and warranties(if
any)provided to Us by the Vendor(s)in connection with or as part of the contract(s),if any,by which We acquire the Equipment. You may contact the Vendor(s)for
an accurate and complete statement of those promises and warranties(if any),including any disclaimers and limitations of them or of remedies. We hereby transfer
to You.without recourse to Us,all automatically transferable promises and warranties, if any,made to Us by the Vendor(s).
NO SCHEDULE MAY BE TERMINATED EARLY. THE TERMS OF THIS MASTER LEASE ARE C NTINUED• THE REVERSE OR NEXT PAGE-.
VAR Resources,Inc.: Customer: Collie ounty •=rd of County Commissioners
ate
Print Name: Tom Hnnin0 e Title: Chairmta 3 ( ate)
/ A.l4pJ�.E.Si (�(`
#'995320 v310626/13)Red Master Lease o i G E. BR`+°`"" Clerk ` ��. ,,Pagel
16E
7. LIABILITY; INDEMNIFICATION. We are not liable for any claims, actions, more Schedule(s) pursuant to Section 13 of this Master Agreement, (C) ake
damages (whether direct,indirect,incidental or consequential),liabilities,losses possession of and/or render unusable the Equipment leased under such
or costs made against or incurred by You relating to the delivery, installation, Schedule(s),and for such purposes You hereby authorize Us and Our designees to
possession, use, return, loss of use, defect or malfunction of any Equipment enter Your premises,with prior notice or other process of law,"(D)with respect to
(collectively, "Equipment Matters") with respect to any Schedule. You shall any one or more Schedules,require You to pay to Us,on demand,an amount equal
indemnify and defend Us against,and hold Us harmless for,any and all claims, to the sum of(i)all Lease Payments and other amounts then due and past due,(ii)
actions, damages, liabilities, losses,and costs (including reasonable attorneys' all Lease Payments for the then-remaining Present Term(s)of such Schedules plus
fees)made against or incurred by Us relating to Equipment Matters.Subject to the Our residual interest in the Equipment as indicated by Our records.discounted at a
limitation set forth in Section 768.28,Fla.Stat. rate of 6%per annum(or the lowest rate permitted by law,whichever is higher),(iii)
8. LOSS;DAMAGE;INSURANCE. You shall,during the Term.(i)bear the risk of loss interest at the rate of Time-Value Interest on the amounts specified in clauses"i"
and damage to all Equipment leased under all Schedules and shall continue performing and"ii"above from the date of demand to the date paid,and(iv)all other amounts
all Your obligations to Us even if it becomes damaged or suffers a loss, (ii)keep all that may thereafter become due hereunder to the extent that We will be obligated to
Equipment insured against all risks of damage and loss("Property Insurance")in an collect and pay such amounts to a third party (such amounts specified in sub-
amount equal to its replacement cost,with Us named as sole"loss payee,'and(iii)carry clauses "i" through "iv" referred to below as the "Balance Due"), and/or (E)
public liability insurance covering bodily injury and property damage ("Liability exercise any other remedy available to Us under law., In the event We are
Insurance") in an amount acceptable to Us, with Us named as "additional insured." successful in Remarketing the Equipment with respect to any Schedule,We shall
You have the choice of satisfying these insurance requirements by providing Us with give You a credit against the Balance Due under such Schedule in an amount equal
satisfactory evidence of Property and Liability Insurance("Insurance Proof").within 30 to the present value of the proceeds received and to be received from Remarketing
days of the Commencement Date of each Lease. Such Insurance Proof must provide minus the above-mentioned costs(the"Net Proceeds"). If the Net Proceeds are
for at least 30 days prior written notice to Us before it may be cancelled or terminated greater than the Balance Due,We shall pay You such surplus. If the Net Proceeds
and must contain other terms satisfactory to Us. If You do not provide Us with are less than the Balance Due,You shall be liable for such deficiency.Any delay or
Insurance Proof within 30 days of the Commencement Date of a Schedule,or if failure to enforce Our rights under the Lease shall not constitute a waiver thereof.
such Insurance terminates for any reason,then(a) You agree that We have the "Lessor's recovery against the Customer shall be limited to that portion of
right,but not the obligation,to obtain such Insurance in such forms and amounts the Master Agreement Amount earned through the date of termination.
from an insurer of Our choosing in order to protect Our interests ("Other 13.RE7TJRN OF EQUIPMENT If You are required to return the Equipment under
Insurance"), and (b) You agree that We may charge You a periodic Insurance any Schedule, You shall, at Your expense, send the Equipment to any location(s)
Charge for such Other Insurance. The Insurance Charge will include reimbursement that We may designate. The Equipment must be properly packed for shipment,
for premiums advanced by Us to purchase Other Insurance, a finance charge of up to freight prepaid and fully insured, and must be received in Good Condition (as
18% per annum (or the maximum rate allowed by law, if less) on any advances We defined in Section 5 of this Master Agreement). If You are required to return the
make for premiums, billing and tracking fees, charges for Our processing costs Equipment under Section 12 of this Master Agreement, You shall do so promptly
associated with the Other Insurance,and other related fees. We and/or one or more of upon demand, If You are required to return the Equipment under Section 3 of this
Our affiliated companies or agents will receive a portion of the Insurance Charge,which Master Agreement,then(i)it must be received by Us in Good Condition within 15
may include a profit. We are not obligated to obtain and may cancel Other Insurance at days after the expiration of the then Present Term,(ii)if it is not received within 15
any time without notice to You. Any Other Insurance need not name You as an insured days of the date of demand,You agree to continue paying Lease Payments and all
or protect Your interests. The Insurance Charge may be higher than if You obtained other amounts due hereunder until it is received and accepted by Us in Good
Property and Liability Insurance on Your own. Condition, and(iii)You agree to pay a handling and restocking fee of$250.00. If
9. ASSIGNMENT. YOU SHALL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR You are required to return the Equipment under any provision of this Master
OTHERWISE ENCUMBER (collectively, "Transfer") THIS MASTER AGREEMENT Agreement and it is not in Good Condition when it is received by Us,You agree to
OR ANY SCHEDULE,OR TRANSFER OR SUBLEASE ANY EQUIPMENT,IN WHOLE pay Our reasonable costs that We incur in connection with repairing or restoring the
OR IN PART. We may, without notice to You, Transfer Our interests in this Master Equipment to Good Condition(as defined in Section 5 of this Master Agreement).
Agreement,any one or more Schedules and/or any or all Equipment leased thereunder, 14.APPLICABLE LAW;VENUE;JURISDICTION. Each Lease shall be governed
in whole or in part,to a third party(a"New Owner"),in which case the New Owner will, by, enforced and construed in accordance with the laws of the state of Florida
to the extent of such Transfer, have all of Our rights and benefits but will not have to Lessor's principal place of business or, with respect to any Lease that Lessor
perform any of Our obligations(if any).You agree not to assert against the New Owner assigns to a New Owner,the laws of the state of the New Owner's principal place of
any claim,defense or offset You may have against Us or any predecessor in interest. business,and any dispute concerning a Lease shall be adjudicated in a federal or
10. TAXES AND OTHER FEES. You are responsible for all taxes(including, without state court in such state or in any other court or courts having jurisdiction over You
limitation, sales, use and personal property taxes, and excluding only taxes based on or Your assets, all at the sole election of Lessor or the New Owner. You hereby
Our income), levies, assessments and license and registration fees and other irrevocably submit generally and unconditionally to the jurisdiction of such courts
governmental charges relating to each Lease and the ownership, leasing, sale, and irrevocably waive any defense of an inconvenient forum to the maintenance of
possession or use of the Equipment leased under each Schedule (collectively, any such action or proceeding.YOU AND WE HEREBY WAIVE YOUR AND OUR
"Governmental Charges"). We may periodically bill you for, and You agree to RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION. Each
promptly pay, estimated future Governmental Charges. You authorize Us to pay any provision of this Master Agreement and of each Schedule shall be interpreted to the
Governmental Charges when and as they may become due, and You agree to maximum extent possible so as to be enforceable under applicable law. If any
reimburse Us the full amount(less any estimated amounts previously paid by You). provision is construed to be unenforceable,such provision shall be ineffective only
Customer agrees to execute security instruments as Lessor may reasonably to the extent of such unenforceability without invalidating the remainder of the
require including,but not limited to,proper financing statements.The Customer is Lease.
exempt from payment of Florida sales tax.You agree that the fees set forth in this 15. MISCELLANEOUS. You represent and covenant to Us that this Master
Master Agreement and in the Schedules may include a profit component. Agreement is, and each Schedule will be, enforceable against You in
11. SAVINGS CLAUSE. If it is determined that any amount charged or collected with accordance with its terms,and You acknowledge that this representation and
respect to a Lease is greater than the amount allowed by law, including, without covenant was a material inducement to Us to acquire the Equipment to be
limitation,any amount that is determined to exceed applicable usury limits(an"Excess leased under each Schedule and to enter into this Master Agreement and each
Amount"), then(i)any Excess Amount charged but not yet paid will be waived by Us Schedule. This Master Agreement and any one or more Schedules may be
and(ii)any Excess Amount collected will be applied to any amount then due and owing executed in counterparts, each of which shall be deemed an original, but all of
by You with respect to such Lease,adjusted to conform with applicable law,or,if there which together shall constitute the same document. You acknowledge that You
is no such amount then due and owing by You,will be refunded to You. have received a copy of this Master Agreement,and You agree that a facsimile or
12. DEFAULT. You will be in default under a Schedule if, with respect to such other copy of this Master Agreement and of any Schedule and Other Document
Schedule,this Master Agreement or any other Schedule or agreement between You and containing Your faxed or copied signature shall be as enforceable as the original
Us, You fail to pay any undisputed amount"or fail to perform or observe any other executed document. "In compliance with Florida Public Records Act,Chapter
obligation. If You are in default,We may do any one or more of the following, at Our 119, Fla Stats., including specifically those contractual requirements at F.S.
option and upon written notice to Customer, concurrently or separately (A)cancel 119.0701(2)(a)-(d) and (3) and the Florida Sunshine Law, Chapter 286,
the Lease represented by such Schedule and any one or more Lease(s)represented by Fla.Stat."
any other Schedules. (B)require You to return the Equipment leased under any one or Le e's I tials:
In compliance with Section 218.70,Fla,Stats.Otherwise known as the"Local Government Prompt Payment Act"
"and the customer has failed to cure such default within fourteen(14)days of receiving written notice of same from Lessor.
A. oved asa. 'rm and •all
#1995320 v3 06/261131 Red Master Lease Page
2of2
1',
`� i
16E8
Exhibit A /
Equipment Lease Schedule No.
This Equipment Lease Schedule(this"Schedule") is made and entered into as of the day of , by and between
VAR Resources,Inc. (hereinafter'We,""Us"or"Our")and Collier County Board of County Commissioners(hereinafter"You"or"Your").
This Schedule is entered into subject to that certain Master Lease Agreement No. (the "Master Agreement")
between You and Us. All of the terms and conditions set forth in the Master Agreement are hereby reaffirmed and incorporated in and made
part of this Schedule,as if fully set forth herein. The Master Agreement, together with this Schedule and the related and supporting documents
entered into in connection with this Schedule, represent the final and only agreement between You and Us regarding the leasing of the
Equipment identified below and may not be contradicted by evidence of prior, contemporaneous or subsequent oral agreements. There are no
unwritten oral agreements between You and Us relating to the leasing of the Equipment. This Schedule may not be changed except by way of
a written agreement between You and Us. Other agreements (including, without limitation, those contained in any purchase agreement or
order between You and the Supplier of Equipment)not stated in the Master Agreement or in the Schedule or other supporting documents are
not binding on Us. This Schedule, inclusive of the terms and conditions set forth in the Master Agreement, constitutes a separate lease
between You and Us. Any amendment to the Master Agreement subsequent to the date of this Schedule shall be ineffective as to this
Schedule unless otherwise expressly stated in such amendment. This Schedule may not be modified except in a writing signed by You and Us.
1. We hereby agree to lease to You,and You hereby agree to lease from Us,the following-described Equipment upon the terms and conditions
set forth in this Schedule and in the Master Agreement:
Description of Equipment—INCLUDE MAKE,MODEL AND SERIAL NUMBERS (ATTACNADOITIONAL PAGEFNECESSARY)
See attached Schedule A
2. Equipment Supplier: VAR Resources, Inc.
3. Equipment Location Address: 8075 Lely Cultural Pkwv Suite 267,Naples,FL 34113-9005
4. Original Term: 36 monthly payments;first payment due 30 days after commencement
5. Commencement Date of this Lease:
6. Lease Payment Amount: $3,619.03 per: ® Month ❑Quarter
❑Year ❑Other:
7. Check here®if Lease Payment amount includes Personal Property Tax.
8. $0.00 Lease Payment(s)is(are)due at the time this Schedule is signed,which shall be applied to the:
❑ First Lease Payment ❑First and Last Lease Payments ®Other Zero advance payments
9. Security Deposit:$
10. Purchase Option at end of Original Term: ❑ None ®Fair Market Value as of end of Original Term
❑One Dollar($1.00) ❑Other:
The above equipment purchase options may be exercised by You only at the end of the Original Term. If you are in default under the Master
Agreement or this Schedule at the time you desire to exercise a purchase option,You must cure such default to Our satisfaction before having
the right to exercise such option. If the"One Dollar"purchase option is checked above.then the last two sentences of Section 3 of the Master
Agreement shall not apply to this Lease(in other words,the"automatic renewal"provisions in Section 3 shall not apply to this Lease). If the
"Fair Market Value"option is checked above,then the purchase price will be the fair market retail value of the Equipment,as of the end of the
Original Term.
11. This Schedule is not binding upon Us unless and until We accept this Schedule by signing below. A facsimile copy of this Schedule shall have
the same force and effect as the original. This Schedule is non-cancelable and may not be terminated early.
VAR Resources, Inc. You: Collier Co , Boar. County Commissioners
By: X By: X
Date: Name(P nt): Tom Henning
Title: Chairman
Date Signed: SAO. 23,2c.t&.
"' •.roved as tofu and leg. •
>L!V) F 1 F,. BR CK Cierk • - ►�
•
•
•
tt^395338 v2(03/18/13:Red Requ ar�`c edule
Signature only.
16E8
SCHEDULE "A"
Collier County Board of County Commissioners
Description
Quantity
34 PAN TB I5-3340M 2.7G
34 LIND AUTO ADAPTER F/TB72 NOTEBOOKS
Lessee: Collier C i my Boi td of County Commissioners
Signature: `>r
1-Cr trtninq _
Title: Chairman �l
A roved as to form and lega
` A er 'Assistant County Attorney
■A 7 FIT E BRb Cler
Attest as t6 Chairman's
signature only.
Page 1 of I
16E8
Non-Appropriation Addendum
Lessee/Renter/Customer: Title of lease,rental or other agreement:
Collier County Board of County Commissioners dated 5 Q Z 3 4 Zl 1 t{
Lessor or Lender: Lease, rental or contract#:
VAR Resources, Inc.
This Non-Appropriation Addendum (this "Addendum") is made by and between the above-referenced state or
local governmental entity("Customer")and the above-referenced lessor or lender("Creditor").
introduction,: Customer and Creditor are simultaneously herewith entering into the above-referenced lease or other credit
agreement("Agreement"); and Customer and Creditor wish to modify the terms of the Agreement to provide for terms that will apply
in the event of the non-appropriation of funds by Customer's legislature or other governing body. This Addendum shall be effective
as of the same date as the Agreement(the"Effective Date").
1. incorporation and Effect. This Addendum is hereby made a part of, and incorporated into, the Agreement as
though fully set forth therein. As modified or supplemented by the terms set forth herein, the provisions of the Agreement shall
remain in full force and effect, provided that, in the event of a conflict between any provision of this Addendum and any provision of
the Agreement, the provision of this Addendum shall control.
2. Definitions. Capitalized terms herein that are not otherwise specifically defined herein shall have the
same meanings as set forth in the Agreement. As used in this Addendum, the following terms shall have
the following-described meanings:
"Agreement Related Documents" means all solicitations, requests for proposal, invitations for bid, proposals,
bids, contract awards, service level agreements, statements of work, service agreements, maintenance
agreements, purchase orders or other documents or specifications related to the transaction contemplated in the Agreement
but not issued or entered into by Creditor.
"Goods" shall have the same meaning as the term "Equipment," "Leased Equipment," "Goods," "Property" or
"Collateral"(or a similar term)as defined and used in the Agreement.
"Non-Appropriation of Funds" means any failure of Customer's legislature or other governing body to
appropriate funds for the payment of amounts due and to become due to Creditor under the Agreement in a given
fiscal year during the term thereof.
"Non-Appropriation Notice" means a written notice delivered to Creditor from Customer certifying that (i) a Non-
Appropriation of Funds has occurred, and (ii) Customer has exhausted all funds appropriated for payment of
amounts due and to become due under the Agreement.
3. Non-Appropriation. Customer intends, to the extent permitted by law, to remit to Creditor all sums due and to
become due under the Agreement for the full term thereof, provided funds are appropriated for such purpose. Notwithstanding the
foregoing, the Agreement does not constitute an obligation payable in any fiscal year beyond the last fiscal year for which related
funds are lawfully appropriated. In the event of a Non-Appropriation of Funds, Customer may, subject to the terms hereof,
terminate the Agreement as of the last day of the fiscal year for which appropriations were received and thereafter
return the affected Goods as set forth below. In order to invoke Customer's rights under this provision, Customer
agrees that: (a) to the extent permitted by law, at least thirty (30) days prior to the end of the fiscal period for which
funds were last appropriated with respect to the Agreement, Customershall provide Creditor with a Non-
Appropriation Notice, and (b) upon expiration of such fiscal period, Customer shall return the Goods to Creditor to
any location Creditor designates in the continental United States, insured, freight prepaid by Customer, in good and
working order and immediately available for sale by Creditor to a third party buyer, user, renter or lessee, other than Customer,
without the need for any repair or refurbishment. Customer shall pay all costs to repair Goods not returned in conformity herewith.
4. Non-Substitution. In the event Customer terminates the Agreement due to a Non-Appropriation of Funds,
Customer agrees(to the extent permitted by law)that, for a period of one (1) year from the date of such termination, Customer shall
not purchase, lease or rent equipment performing functions similar to those performed by the Goods, for use at the site where
the Goods are located, except for the public health, safety or welfare of the Customer; provided, however, that this
section shall not be applicable to the extent that these restrictions are unlawful or would adversely affect the
validity or enforceability of the Agreement.
5. Additional Representations and Warranties. In addition to the representations and warranties made by
Customer as set forth in the Agreement, Customer hereby represents and warrants that the Agreement: (a) is a valid and legally
binding contract, entered into in compliance with all applicable laws, including,without limitation, laws relating to open meetings, public
bidding, procurement and appropriations, (b) conforms with, but does not incorporate, the terms and conditions of any applicable
Agreement Related Documents and is the sole governing contract with respect to the Customer's acquisition or use of the Goods,
and (c) constitutes a current expense (and not debt under state law) and does not constitute a pledge of Customer's tax or
general revenues. Customer further represents and warrants that sufficient unencumbered funds have been appropriated for
Customer to fulfill all of its payment obligations under the Agreement during Customer's current fiscal year.
120542 v 1 Non-Appropriation Addendum 07-05 Page 1 of 2
16E8
Customer acknowledges and agrees that Agreement Related Documents are not a part of the Agreement and that the terms
and conditions of the Agreement supersede and control overany additional or conflicting terms
set forth in any Agreement Related Documents.
6. Choice of Law:Affect on Default and Indemnity Provisions. Notwithstanding anything in the Agreement to the
contrary, the Agreement shall be governed by, construed and enforced in accordance with the laws of the state in which
Customer is located. To the extent Creditor's remedies for a Customer default under the Agreement include any right to accelerate
amounts to become due under the Agreement, such acceleration shall be limited to amounts to become due
during the then-current fiscal year of Customer. Nothing contained in this Section shall be deemed to otherwise limit or affect any of
Creditor's rights or remedies under the Agreement. To the extent Customer is or may be obligated to indemnify, defend or hold
harmless Creditor under the terms of the Agreement, such potential indemnity obligation shall only arise to the extent permitted by applicable
law. Customer's monetary obligation with respect to such potential indemnity obligation (if any) shall be limited solely to sums lawfully
appropriated for such purpose and shall be available only in the amount and pursuant to such
administrative or legal procedures as required by law. Nothing contained in this Addendum or the Agreement shall be
deemed to obligate Creditor to appropriate or otherwise make available funds to satisfy any indemnity or
other obligation to the extent such obligation would be unlawful or would adversely affect the validity or enforceability of
the Agreement. Nothing contained in this Section shall be deemed to otherwise limit or affect any of Creditor's rights or remedies under the
Agreement.
7. Miscellaneous. This Addendum, together with the provisions of the Agreement not expressly inconsistent
herewith, constitutes the entire agreement between the parties with respect to the matters addressed herein, and
shall supersede all prior oral or written negotiations, understandings and commitments. This Addendum may be executed
in any number of counterparts, each of which shall be deemed to be an original, but all of which together shall be deemed to constitute one
and the same agreement. A facsimile or other copy of this Addendum with facsimile or copied signatures shall have the full force and effect of
the original for all purposes,including the rules of evidence applicable to court proceedings.
::st0m:cdhh1c0a of mmmissiers Accepted by Creditor:VAR Resources, Inc.
Print: Tdm Henning Print: ''r'
Title: Chairman Title:
.proved as to form and legality
i
•
• u. ✓I�1 , e-441t 44
P` ._, Assistant Co I ty Atto ney
Attest as to Chairman's
siannttirn only.
1 20542 v I Non-:Appropriation Addendum 07-05 Page 2 of 2
C 1
VAR Resources, Inc. 1 6 E 8
CERTIFICATE@VARRESOURCES.COM
INSURANCE FORM
PLEASE REFERENCE THIS APPLICATION
#VAR608212W IN ALL COMMUNICATIONS.
DATE: August 5, 2014
TO: Collier County Board of County Commissioners
Pursuant to the terms of the lease agreement, and for our mutual benefit and protection, the
equipment on lease must be insured against loss, theft, damage or destruction. We, therefore,
request that you add to your existing insurance policy or obtain such an "all risk" policy naming VAR
Resources, Inc. and/or its Assignees as the "additional insured" and "loss payee" with respect to the
equipment involved for #VAR608212W.
THE NUMBER MUST BE INCLUDED IN THE LOSS PAYABLE INFORMATION IN ORDER FOR
US TO PROCESS. ALL CERTIFICATES WITHOUT THE NUMBER WILL BE RETURNED.
We also request that you add to or obtain public liability insurance naming VAR Resources,
Inc.
and/or its Assignees as the "additional insured", with respect to the equipment on lease.
Please provide the information listed below and make arrangements with your insurance agent
to EMAIL to VAR Resources, Inc. at CERTIFICATE @VARRESOURCES.COM, a BINDER
or CERTIFICATE OF INSURANCE showing the names and interests as requested above.
Insurance Company: 1.Princeton Excess & Surplus; 2.Underwriters at Lloyds; 3.Midwest Employers Casualty
Insurance Agency:
Telephone: 239-649-1444
Contact: William Khulman
64A3EX000001510:64A3EX000001510;EWC008555; N141A02660
Policy Number:
Effective Date: 3 @ 10/1/2013; 1 @ 4/1/2014
How long have you had insurance through this company? 1. 10 years;2. 10 years;3.6 years
Thank you for your cooperation.
VAR Resources, Inc. •.pii)vedastoI man legatt
„ad I
A A.. . .4r. A/ 'stool County AtstIlCy
VI
111111111 YlC
C,3).
\_
16E8
IA.
VAR RESOURCES — SIGNATURE VERIFICATION
This is to verify the signor below is —c\. \,, ,\r-\ \\VAS-
By looking at his/her Driver s--f;ice a . - • ' • -'• -
,
Sig : ure 11 State of Florida
County of Collier
The foregoing instrument was acknowledged before me this ;741'1day of c ,,\.�N.-
by Tan Henning who is personally known to me.
Notary Public
Print Name_,rc��r, e c- �- . tr��
Notary Expiration Date_ c,`-2_.-2]\ \--"N
Notary Signatu - r , Y.
Notary Stamp
�-S a. — — — — — — a_ii p'�.,, VIRGINIA,A.NEET
r° ti E Notary Pubic • State of Florida
My Comm :x:;,res Jun 23,2017 pproved as to ;1i and legality
, -....,,,,-...--0,,,,,,<' Thrnm,ss.or # FF 114?P a. . ,_�-1 ,
%,,,>��s
50niPd through Nar., �a "+r�� Assistant C�1,nty • I orney
Today's date
3,21404Z4—: ' , , 4.
Attest as to Chairman's
signature only,
(7\)
8�,.�� Office of the County Attorney V
. Jeffrey A. Klatzkow
Deputy County Attorney•Scott R.Teach
Managing Assistant County Attorney•Heidi F.Ashton-Cicko* *Hoard cert tied( coca„and L o ai tm.e:nmem I aw
Assistant County Attorneys•Jennifer A.Belpedio Colleen M.Greene Kevin L.Noell Emily K.Pepin Scott A.Stone
VAR Resources, Inc.
2330 Interstate 30
Mesquite, TX 75150
Ladies and Gentlemen:
As counsel for the Collier County Board of County Commissioners ("Customer"), I have examined that
certain Lease Agreement duly executed by Customer dated Sa..t3f. Z 3 z 4(the"Lease Agreement"),
between Customer and VAR Resources, Inc., and the proceedings taken by the governing body of
Customer to authorize on behalf of Customer the execution and delivery of the Lease Agreement. Based
upon the foregoing examination and upon an examination of such other documents and matters of law as I
have deemed necessary or appropriate, I am of the opinion that:
1. Customer is a public body corporate and politic, duly organized and existing under the laws of the
State of Florida, or has a substantial amount of one of the following sovereign powers: (a) the power to
tax, (b)the power of eminent domain, or(c) police power.
2. Customer has the requisite power and authority to enter the Lease Agreement and acquire the
Equipment with an option to purchase and to execute and deliver the Lease Agreement and to perform its
obligations under the Lease Agreement.
3. The Lease Agreement has been duly authorized, executed and delivered by Customer and the
Lease Agreement constitutes a legal, valid and binding obligation of Customer, enforceable against
Customer in accordance with its terms, subject to any applicable bankruptcy, insolvency, moratorium or
other laws or equitable principles affecting the enforcement of creditors' rights generally.
4. The authorization, approval, execution and delivery of the Lease Agreement and all other
proceedings of Customer's governing body relating to the transactions contemplated by the Lease
Agreement have been performed in accordance with all open meeting laws, public bidding laws and all
other applicable state laws and all actions, approvals, authorizations and consents necessary to authorize
Customer's execution, delivery and performance of the Lease Agreement have occurred or been obtained.
5. No litigation or proceeding is pending or, to the best of my knowledge. threatened to restrain or
enjoin the execution, delivery or performance by Customer of the Lease Agreement or in any way to
contest the validity of the Lease Agreement, to contest or question the creation or existence of Customer
or its governing body or the authority or ability of Customer to execute or deliver the Lease Agreement or
to comply with or perform its obligations there under. There is no litigation pending or, to the best of my
knowledge, threatened seeking to restrain or enjoin Customer from annually appropriating sufficient
funds to pay the Lease Agreement payments or other amounts contemplated by the Lease Agreement.
6. The entering into and performance of the Lease Agreement does not and will not violate any
judgment, order, law or regulation applicable to Customer or result in any breach of, or constitute a
default under, or result in the creation of any lien,charge, security interest or other encumbrance upon any
assets of Customer or on the Equipment (as such term is defined in the Lease Agreement) pursuant to any
indenture. mortgage, deed of trust, bank loan or credit agreement or other instrument to which Customer
is a party or by which it or its assets may be bound.
3299 East Tamiami Trail,Suite 800 • Naples Florida 34112-5'49 • (239)252-8400 • FAX:(239)252-6300
S
16E8
7. The execution of the Lease Agreement and appropriation of moneys to pay the Lease Agreement
payments coming due there under do not result in the violation of any constitutional, statutory or other
limitation relating to the manner, form or amount of indebtedness which may be incurred by Customer.
8. The Lease Agreement is the complete and exclusive agreement between Customer and VAR
Resources, Inc. regarding the subject matter therein and Customer's Lease Agreement and acquisition of
the Equipment described therein are governed exclusively by the terms and conditions set out in any
solicitation, request for proposal, invitation for bid or contract award) are incorporated, by reference or
otherwise, into the Lease Agreement.
9. There was no Request for Proposal for the Equipment acquired under the Lease Agreement.
10. The Customer's name contained in the Lease Agreement is the Customer's correct legal name.
This opinion may be relied upon by purchasers and assignees of VAR Resources, Inc.'s interests in the
Lease Agreement.
Respectfully submitted,
mily R. Pe ft , Esqui e
Assistant County Attorney
3299 East 1amiami Trail,Suite 800 • Naples Florida 34112-4902•(239)262-8400•FAX:(2:39)252-6300