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Agenda 09/23/2014 Item #16E 89/23/2014 16.E.8. EXECUTIVE SUMMARY Recommendation to award Request for Quotation (RFQ) 14 -6286 — Computers for EMS to CDW Government, Inc., utilizing the National IPA cooperative contract, and authorize the Chairman to sign the Fair Market Value lease agreement with VAR Resources, Inc., for a total of $130,285.08 over three years. OBJECTIVE: To enable EMS field personnel to track and communicate vital health information during the course of duty. CONSIDERATIONS: Collier County EMS responds to nearly 40,000 calls for service each year. Rugged laptop computers are used on a daily basis by EMS personnel to track, report and communicate vital health information during an emergency response. Panasonic Toughbook computers are the industry standard in rugged laptop computers. Currently EMS has been purchasing these computers on an as needed basis when the current units fail. This strategy is inefficient and has the potential to endanger public health and safety if a unit fails during an emergency situation. The goal is to lease thirty four (34) field computers and power adapters, so that each piece of equipment has the same technology and performs in a consistent manner across the ambulance fleet, and allow for backups in the event of a failure. The Panasonic Company takes part in several cooperative contracts including National IPA and the State of Florida. Quotes were requested from several suppliers. Staff received three (3) responses that included contract pricing and one (1) without pricing. CDW Govermnent Inc was the lowest responsive quote with a total of $126,752.00. With oversight from the Office of Management and Budget, it was determined that a Fair Market Value lease was the most appropriate vehicle for the purchase of this equipment. Financing quotes were requested from three (3) financing companies with one (1) response. VAR Resources, Inc provided a proposal for a thirty-six (36) month, zero interest, Fair Market Value lease. The lease includes the $126,752.00 purchase price of the computers and $3,533.08 in personal (intangible) taxes for a total financed amount of $130,285.08. The thirty-six (36) monthly lease payments will be $3,619.03. At the end of the lease period, the County will have the option to turn back the computers, purchase the units at fair market value, or continue on a month to month lease should additional time be required. FISCAL IMPACT: Funds are budgeted for FY15 in EMS Fund 490 for total yearly lease payments of $43,428.36. LEGAL CONSIDERATIONS: This item has been approved as to form and legality and required a majority vote for Board approval. ERP Packet Page -3139- 9/23/2014 16.E.8. GROWTH MANAGEMENT IMPACT: There is no Growth Management Impact resulting from this action. RECOMMENDATION: That the Board of County Commissioners approves Request for Quotation (RFQ) 14 -6286 — Computers for EMS to CDW Government, Inc., utilizing the National IPA cooperative contract, and authorizes the Chairman to sign the Fair Market Value lease agreement with VAR Resources, Inc., for a total of $130,285.08 over three years. PREPARED BY: Artie Bay, Supervisor, Emergency Medical Services Admin. Attachments: VAR Resources, Inc. Lease Agreement, Quote Tabulation Packet Page -3140- 9/23/2014 16.E.8. COLLIER COUNTY Board of County Commissioners Item Number: 16.16.E.16.E.8. Item Summary: Recommendation to award Request for Quotation (RFQ) 14 -6286 - Computers for EMS to CDW Government, Inc., utilizing the National IPA cooperative contract, and authorize the Chairman to sign the Fair Market Value lease agreement with VAR Resources, Inc., for a total of $130,285.08 over three years. Meeting Date: 9/23/2014 Prepared By Name: FrancoMaria Title: Administrative Assistant, EMS Operations 9/3/2014 2:14:42 PM Approved By Name: KopkaWalter Title: Chief - Emergency Medical Services, EMS Operations Date: 9/4/2014 8:20:07 AM Name: NorthrupAdam Title: Procurement Specialist, Purchasing & General Services Date: 9/4/2014 11:15:04 AM Name: JohnsonScott Title: Manager - Procurement, Purchasing & General Services Date: 9/5/2014 10:19:47 AM Name: SummersDan Title: Director - Bureau of Emergency Services, Bureau of Emergency Services Date: 9/5/2014 3:52:10 PM Name: MarkiewiczJoanne Title: Director - Purchasing /General Services, Purchasing & General Services Date: 9/8/2014 7:11:09 AM Name: pochopinpat Title: Administrative Assistant, Administrative Services Division Packet Page -3141- Date: 9/8/2014 4:46:56 PM 9/23/2014 16.E.8. Name: PepinEmily Title: Assistant County Attorney, CAO Litigation Date: 9/11/2014 3:54:41 PM Name: PriceLen Title: Administrator - Administrative Services, Administrative Services Division Date: 9/11/2014 4:13:02 PM Name: KimbleSherry Title: Management/Budget Analyst, Senior, Office of Management & Budget Date: 9/12/2014 4:40:24 PM Name: KlatzkowJeff Title: County Attorney, Date: 9/12/2014 4:54:09 PM Name: OchsLeo Title: County Manager, County Managers Office Date: 9/15/2014 4:15:31 PM Packet Page -3142- 9/23/2014 16.E.8. Addendum to Purchase Order and Conditions of Credit Approval To: Collier County Board of County Commissioners From: VAR Resources, Inc. Approval Date: 06110114 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. ("Lesson will issue a Purchase Order(s) to the vendor(s) fisted 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; (il) 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; (ii7 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. 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 leaselfinancing 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 PLwv Suite 267 Naples, FL 34113 -9005 you agree to pay cash to vendor(s) directly and the lease is considered void. Agreed to and accepted this day of , 20 Customer. Collier County Board of County Commissioners By: Print Name: Tom Hennino Title: Chairman Appr&ne,. to r«m.oa k6sUW ---AUkaMtCfi=tVAU8n9 Packet Page -3143- -- 9/23/2014 16.E.8.' 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 DepositDue ...................... ............................... $0.00 TotalDue ......................... ............................... ; `Deposits are held until such time as the lease is commenced. Upon lease cornrnencement 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. Packet Page -3144- OLD] 09/05/12 Consumer's Certificate of Exemption � i !sued Pursuentto Chapter 212, Florida Sta4ites 85- 8015966531 C-1 I ' 10/31/2012 1 10/31/2017 This certifies that COLLIER COUNTY SOCC 3299 TAMIAMI TRL E STE 403 NAPLES FL 34112 -5748 k ha Is exempt from the payment of Florida sales and use tax on real property rented, transient personal property purchased or rented, or services purchased. �19 DMW I Important Information for Exempt Organizations 9/23/2014 16.E.8.'. 1 DR -14 R. 04/11 tangible DR -14 R. 04/11 You must provide all vendors and suppliers with an exemption oertfficate before making tax - exempt purchases. See Rule 12A- 1.038, Florida Administrative Code (FAC.). 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 behatt 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 aocomrrrodations, 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 (mule 12A- 1.070, FAC.). 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 Infom tion,° and finally wExemption Certificates and Nonprofit Entitles.' The mailing address Is PO Box 5480, Tallahassee, FL 32314 -8480. NO Packet Page -3145- 9/23/2014 16. E.8. - 7W 18 A NON4"CEL4BLA Master Lease Agreement LEQALLYBINOMCONTRACT Master Lease Number. NM Lessee (Lasing Customer) - fAa outset rayieaarad harms Na mP. LLC orLP Lessee's Chief Executve Office -Street City Collier County Board of Coun Commissioners 8075 Lei Cultural Pkwv Suite 267 Naples Tax ID 0 State County Zip Code Lssm's Telephone 34113- 19005 59- 6000558 FL Collier 239 - 252 -3756 In this Master Lease Agreement ('Master Agreement), the words "You" and "Your" mean the Lessee named above. "We," "Us" "Our" and'L naW MGM VAR Resources, Inc. 'Schedule' means the form of Ism schedule attached hereto as Exhibit A. 'Supplier" mum the equipment supplier supplying the Equipment (defined below) based under a Schedule. 7bb 11 A iAp olun&,tiogs neANsock SONadabt,le dkaleje asentksraieaii dgosaletedsadmpperbgdowevievbseela edArtsdiaoyy *ft Lb fn darnedloe atlb three *wnsm do , p— -ollif e balsa- you and fie nyarwro MN IsaalAy W fie E4 ktenMllsd it seat ddbadnde and iiefiy sot b• oorSkadbird kY avidrieoa o/prw, odabmpoirsitrara w as8aagarnt iamal prgariieiib. nit. as ao wiWf D ant erpatnantr baheaair You and Um NalrAw 6hre AbmdwApstrent nor any Aabsd * nW bo o hwWd mdapt ky o wrOm agraamsat b11~ Yea and tin. ONW algnramwtb net statbd b itb Absdw Apwm#4 8&Wdsdw sad pier Dooa mi* fhwkiA V Midas wtAd wd ln 10' pachm AVraanentorordorkab sirYoaar oosuppmwa. owl' "$iiiw 1. LEASE OF ECRAPIE T. 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, addition» and "ohs) (the "Equipment"), upon the terms stated in such Schedule and ftds Master AgreemenL Each Schedule shall be sul- Nally In the form of Exhibit A and shall be deemed to be a separate base transaction (a "Lease") between You and ills. In the event of any conflict between the provisions of this Master Agreement and the provisions of any Schedule, the provisions of the Schedule shell 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 otter amounts stated tram. and therein. Each Schedule is binding on You as of the date You sign It After You sign a Schedule, We may p) Insert the Leon number thereon and any other Infomrtlon missing in such Schedule, and (0) 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 acre proprietorship, Your signature on this Master Agreement and on each Schedule eonatitutes 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, to Schedule and the Other Documents has been duly authorized to do so. 2. UNTIL ONLIQATON 70 PARAL With repeat to each Schedule, You game that (a) You, not We, selected the Equipment and tie Suppller, (b) We are a sepersts company from the Supplier, aanufactunr and any other vendor (ooUwdvsy, "Vandom"), the Vendors am NOT Our agents, and no statement, ropiness to on or warranty by any Vendor Is binding on Us, (c) Your duty to perlui Your obligations under the Master Agreement and this Schedule Is unconditional despite any equipment fagum, the existence of any taw restricting the we of tie 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 m NOT a party thereto, such rwntreet le NOT pat ief arty Lem (even though We may, as a convenience to You and a Vendor, bill and tolled 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 (a) Nthe Equipment Is uneatstactory or If any Vendor fags to provide any service or maintenance or fulfill any otter obligation to You, You shat not make any claim against Us and shall continue to perform your payment and other obligations to Us. 3.ORKNA14L TERI* MW OF TERM 0110710111111111; REAWWAL PROVISOW. The original farts of each Lase op son by a Schedule will begin on a data designated by Us after We accept such Schedule (the'Commencsmsnt Dgb ") and will cm ilk us for the number of months shown in to Schedule ("Original Term'). As used herein, "Present Term" means the tern Presently In effect, whether it is the Original Term or a ReMwal Temp (as defined below} With respect to each Schedule, You shall notify rib In writing at least 60 days but not mom than 120 days before the and of a Pasant Term eat, at the end of such Present Term, You intend to (q return the Equipment, or PQ exercise the purchase option, If any, specified In the Schedule, then: (a) the Schedule will automatically renew for an additional thme-month Tenn (each, a "Renewal Term "), and (b) the Lease Payment amount and the other tern of the Schedule and of this Master Agreement and Other Documents will continue to apply. it You do notify Us In writing within the time set forth above that You Intend to rotum the Equipment or purchase the Equipment at the and of such Present Tenn, then, immediately upon the expiration of such Term, You shell 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 EQLM§ E+Nrp LEASE PAYAENIB. With raped to each Schedule, You will Inspect and NO the operation of the Equipment upon he delivery and You will notify Us within ten (10) days of delivery it the Equipment Is rat 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 verily by telephone such Infomnation 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 oerWkate) and the Commencernsnl 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 rasped to each Schedule, Lase Payments plus applicable twos& and other charges provided for herein m 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 than to the cxrent amount due, In such order as We determine. We may add finence charges to any amount We advance on Your behalf, Including, without firtdtetion, tones and Insurance promh ma (as dellned In section 10 below) , t any. Any security deposit or estimated future Govemmerdel Charge (a 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 peg-due amounts, and the unused portion will be returned to You within 90 days offer the end of the fined Present Tern or the applicable Schedule. tarry check is dishonored, You shall pay Us a fee of $20.00. Payments am made upon receipt of a proper invoke and any sWable infarct shall be In compliance with Section 21 &70 Fl. State., Otherwise known as the "Local Government Prompt Payment Act" Collier County, Florida a a political subdivision of the Stag of Floride, is exempt from the payment of Florida sales tax to No vandom under chapter 212, Florida Statutes, Certificate of Exemption ad6- s016566531C -1. G. DFLIVMY, LOQA7ICa(, On7eFRSW, 904 I44aY7119Ii4111I0E OF 909WOMT, We are not responsible for delivery or Installation of the Equipment relating to any Schedule. You are responsible for Equipment mainionsnoe. You shall not remove the Egulpmtd from the Equipment Location designated In the applicable Schedule unless You first get Our permbsiah. You shell give Us acosss to each Equipment Location to tat 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 solbsam) throughout the Term of each Schedule. If the Equipment includes any smitware, You agree that m We don't own the software, (IQ You are responsible for entsih kmo any necessary software license agreements with the owners or licensors of such software, (ill) You shall comply with the forms of all such legrom onb, if any, and (hint 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 shah not permit it to become 0) attached to real property or (II) subject to liens or encumbrances of any kid whatsoever. You represent that all Equipment will be used solely for commercial purposes snd not for personal, family or household purposes. You shall use N Egulpiren 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 shot keep the Equipment in good working order and warrantable condition, ordinary war and tear excepted ( "Good Condition "). 6. NO WARRANTES, PAltANCE 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 aoree that the transaction represented by each Schedule is a' inane lease' as defined in Article 2A of the Uniform Commercial Code ("UCC'). To the extent permitted by low, You herby waive any and all rights and remedies conferred upon You under UCC Sections 2A4103 and 24.608 through 522. If it is delemdned tint the transaction represented by any Schedule Is otar than a 'Mass* as defined in Article 2A, Warn 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 probed 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 conkad(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 werrar i ies (id any), including any disdoimers and limitations of them or of remedies. We hereby transfer to You, without recourse to Us, all automatically transferable promises and warranties, 9 any, made to Us by the Vendor(s). NOSCHEDULEM4YBE 7ERAR"IIEDEARLY THE TERWOFTI #SM"ITRLEASIFARIF CONfTAMEDON7 EREVERSEORNEXTPA(1E-+ VAR Resoureea, Inc.: Customer. Collier County Board of County Commissioners By: X ► ate r (fie) Print Name: Torn NAning Title: Chairman 91 M= v3 (06IM3) Red Master Lease Packet Page -3146- page 10 7. LL48:171; AN B07PlIR,4TXW. We are not liable for arty Balms, actions, damages (whether direct, indirect Incidental or consequentlan, bobillties, lasses or costs made against or incurred by You relating to the delivery, Installation, Possession. use, return, lose of use, defect or malfunction of any Equipment (collectively, 'Equipment Matters') with respect to any Schedule. You shall Indemnify and defend Us against, and hold Us hermkm for, any and a8 claims, actions, damages, liabilities, losses, and costs pncluding reasonable attorneys' fees) made against or Incurred by Us relating to Equlpnent Mattere. Subject to the limitation set forth in Section 78838, Fla. Stat 8. LOSS; LMMIAGE; I WNATANCE You shall, during the Tenn, 0) bear the risk of loss and damage to all Equipment leased under all Schedules and shag continue performing ail Your obligations to Us even if it becomes damaged or sutlers a toss, (9) keep all Equipment insured against d risks of damage and loss ('Property Insurance) In on amount equal to Its replacement cost with Us named as sde'bss payee: and (11) carry public liability insurance covering bodily Injury and property damage ( "Liability InsuranW) In an amount acceptable to Us, with Us named a 'additional Insured' You have the choice of satisfying these Insurance requirenants by providing Us with satisfactory evidenoe of Property and Liability Insurance ('Insurance Proof'), within 30 days of the Commencement Date of each Lease. Such Insurance Prod must provide for at but 30 days prior written notice to Us before It may be , - - led or terminated and must contain other terms satisfactory to Us. If You do not provide Us vNtit Insurance Proof within 30 days of the Commencement Dab of a Schedule, or N such Insurance terminate, for any reason, then (s) You agree that We have the right but not the obligation, to obtain such Insurance in such fours and amounts from an Insurer of Our choosing In order to prober Our Intwoft ('Other Insurance'), and (b) You agree that We may charge You a periodic Insurance Charge for such Other Insurance. The Insurance Charge will Include reimbursement for premiums advanced by Us to purchase Other Insurance, a finance large of up to 111% per annum (or the maximum rate allowed by law, f bas) an any advances We make for premiums, biding and tacking fees, charges for Our processing costs associated with the Other Insurance, and other related fees, We ami/or one or more of Our affiliated companies or agents will receive a portion of the Irsurerce Charge, which may include a profit We are not obligated to obtah and may cancel Other Insurance at any time without notice to You. Any Other Insurance need not .tame You as on Insured or protect Your interests. The Insurance Charge may be higher than f You obtained Property and Liability Insurance on Your own. 9. ASSMA NT. YOU SHALL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR OTHERWISE ENCUMBER (eolleedvsly, "Trensfer9 THIS MASTER AGREEMENT OR ANY SCHEDULE, OR TRANSFER OR SUBLEASE ANY EQUIPMENT, IN WHOLE OR IN PART. We may, without notice to You, Transfer Our interests In this Matter Agreement, any one or more Schedule and/or any or d Equipment based thereunder, In whole or In part to a third party (a "New Owns*), In which ose the New Owner w11, to Me extent of such Transfer, have all of Our rights and benefit but will riot have to perform any of Our obligations (1 any). You agree not to assert against the New Owner any claim, defense or offset You may have against Us or any predecessor in Interest 10. TAKES AND OTHER FEW. You are responsible for all taxu 0nduding, without limitation, sales, use and personal property taxes, and excluding only taxes based on Our income), levies, assessments and license and registration fees and other governmental charges relating to each Lease and tin ownership, leasing, sale, possession or use of the Equipment leased under each Schedule (collectively, " Govemmental Charges). We may periodically bill you for, and You agree to promptly pay, estimated future Governmental Charges. You authorize Us to pay any Governmental Charges when and as they may become due, and You agree to reimburse Us the full amount (less any estimated amounts previously paid by You). Customer agrees to execute security Instruments as Lessor may reasonably equfre Including, but not limited to, proper financing statements. The Customer Is exempt from payment of Florida sales tax. You agree that the fast set forth In this Master Agreement and In the Schedules may Include a profit competent 11. A01YAW CLAIMIL If it is determined that any amount charged or collected with rasped to a Lease is greater than the amount allowed by law, Including, without limitation, any amount that is date,. to exceed applicable usury limits (an "Exams Amount"), then (1) any Excess Amount charged but not yet paid will be waived by Us and 00 any Excess Amount collected will be applied to arty amount than due and owing by You with respect to such Lease, adjusted to ooMortn with applicable law, or, If there is no such amount then due and owing by You, will be refunded to You. 12 DEFAULT. You will be In defaun under a Schedule f, with respect to such Schedule, this Master Agreement or any other Schedule or agreement between You and Us, You fail to pay any undisputed amount " or fail to perform or observe any other obligation. If You are in default We may do any one or more of the following, at Our option and upon written notice to Customer. concurrently or separately: (A) cancel the Lease represented by such Schedule and any one or more Lsese(s) represented by any other Schedules, (B) require You to return the Equipment leased under arty one or 9/23/2014 16.E.8. more Schedules) pursuant to Section 13 of this Master Agreement, (C) take Possession of andlor render unusable the Equipment leased under such Schedule(s), and for such purposes You hereby authorize Us and Our designees to enter Your promises, with prior not= or other process of law, —(D) with respect to any one or more Schedules, require You to pay to Us, on demand, an amount equal to the am of (q ell Lease Payments and other amounts then due ant past due, (If) all Lease Payments for the I ramemalning Present Term(s) of such Schedules plus Our residual interest in the Equipment as indicated by Our records, discounted at a rate of 0% per annum (or the lowest rate permitted by law. whichever is higher), (10) interest at the rate of Time -Value interest on the amounts specified In clauses 't' and '1' above from the data of demand to the date paid. and (Iv) all other amounts that may themsi0er become due hereunder to the etsent that We will be obligated to collect and pay such amounts to a third party (such amounts specified In sub. clau en 'I' thrmvh 'W referred to below as the "Balance Due"), andlor (E) *mom any other remedy avalable m Us under law., In the event We are successful In Remarketing the Equipment with rasped to any Schedule, We shag give You a credit against the Balance Due under such Schedule In an amount equal to the present value of the proceeds received and to be received from Remarketing minus the above- mentioned costs (the 'Not Proceeds "). it the Net Proceeds are greater than the Balance Dux, We shall pay You such surplus. N the Net Proemds are lass It= the Balance Due, You shall be liable for such deficiency. Any delay or falure to enforce Our rights under to Lease shall not constitute a waiver thereof. "Lessor's recovery against the Custons r shall be Ilmlted to that portion of Ste Master Agreement Amount "mod through the date of brmimflon. 13. REIM OF EOLWOWW.. If You are required to mum the Equipment under any Schedule. You shall, at Your expense, send the Equipment to any location(s) that We may designate. The Equipment must be properly packed for shipment, freight prep ld and fully insured, and must be received in Good Condition (as defined in Section 5 of this Master Agreement), M You are required to return the Equipment under Section 12 of this Muter Agreement, You shall do so promptly upon demand f You are required to. stun the Equipment under Section 3 of this Master Agreement, then (i) it must be rsoeived by Us In Good Condition within 15 days after the Winstion of the than Present Term, n 9 it is not received within 15 days of the dale of demand, You agree to continue paying Lease Payments and all other amounts due hereunder until it Is receivell and accepted by Us In Good Condition, and Oft) You agree to pay a handling and restocking fee of 5250.00. 9 You are required to return the Equipment under any provision of this Master Agresrnent and it Is not in Good Condition when it is received by Us. You agree to pay Our reasonable costs that We incur in connection with repairing or restoring the Equipment to Good Cond'M (a defined in Section 5 of this Mater Agrosmerd). 14. APPLIICAKE LAW, WEN* .R/Iti/dQIG7JQAG Each Lease shad] be governed by, enforced and construed in accordance with the laws of the state of Fbrids Lesson's principal! place of business or, with respect to any Lease that Lessor assigns to a New Owner, the laws of the state of the New Owner's principal place of business, and any dispute concerning a Lease stall be adjudicated in a federal or state court In such sbte or In any other court or courts having jurisdiction over You or Your assets, all at the sob edeck of Lessor or the New Owner. You hereby imevoeably submit generally and unconditionally to the jurisdiction of such courts and Irrevocably waive any defense or an Inconvenient forum to the naktanance of any such action or proceeding. YOU AND WE HEREBY WANE YOUR AND OUR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION. Each provision of this Master Agreement and of each Schedule shall be In be. pro to the mmdmum extern poulle so as to be enforceable under applicable law. If any provision it construed to be wamoroeable, such provision shell be ineffective only to the extent of such unenforoeablity without fmrelkiating the remainder of the Lease. 15. MOGSU ANEOM You represent and covenant to Us that this Master Agreement le, and each Schedule will be, enforceable against You In accordance with Its terns, and You acknowledge that this representation and covenant was a r latm I Inducement to Us to acquire the Equipment to be based under each Schedule and to enter Into this Matter Agreement and each Schedule. This Master Agreement and any one or more Schedules may be executed in counterparts, each of which shelf be deemed an original, but of of which together Woad constitute the same document You acknowledge that You have received a copy of this Mater Agreement and You agree that a fsosimle or other copy of this Master Agreement and of any Schedule and Other Document containing Your faxed or oopied signature shag be as enforceable as the original executed document. "in compliance with Florida Public Records Act Chapter 118, Fie Stab., including specifically those co, rtractuaI requirements at F.S. 115.11T01(2)(sHd) and (3) and the Florida Sunshine Lsv4 Chapter 288, Fla.BtaL" In empisnoe with Section 218.70, Fla, State. Otherwise known as the "Local Govemnant Prompt Payment Act' and the customer has fated to cure such default within fourteen (14) days of receiving wrktert notice of same from Lessor. 919/5320 v33 (08.28/13) Red Master Lease 2of2 Lease's Initials: Approved as to tern sad legality w�� r�,.ly Atrereev 0 (2 Packet Page - 3147 - _ 9/23/2014 16.E.8.- Exhibit A NW Equipment Lease Schedule No. This Equipment Lease Schedule (this "Schedule") Is made and entered Into as of the day of I , 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 rsaftirned and hx:orporated In and made part of this Schedule, as if fug 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 basing of the Equipment Idendilled below and may not be contradkted by evidence of pfor, contemporaneous or subsequent oral agreements. Thera are no unwrftten oral agreements between You and Us m1athng to the /soft of the Equipment. This Schedule may not be changed except by way of a written agreement between You and Us. Other agreements pciuding; without ilmttatiorn, those contained in any purchase egreernent or order between You and the SuppAw of Equipment) not stated in the Master Agrsernent or In the Schedule or other supporting documents are not binding on Us. This Schedule, inclusive of the leans 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 encoopt Ina 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 terns and conditions set forth In this Schedule and in the Master Agreement: Des r4ftn of EgLome M — INCLUDE MAKE, MODEL AND SERIAL NUMaaRS (AT=WACraM0A?AL A1(aravA11= 40M See attached Schedule A 2. Equipment Supplier. VAR Resources, Inc. 3. Equipment Location Address: 8075 Lehr Cultural Pkwy Suite 267. Naples, FL 34113.9005 4. Original Term: _¢ monthly payments; first payment due 30 days after commencement 5. Commencement Date of this Lease: 6. Lease Payment Amount 53 1t8 03 per. ® Month ❑ Quarter 0 Peer ❑ Other. 7. Check here ® If Lease Payment amount includes Personal Property Tax. S. $0.00 Lease Psyment(s) le(ars) due at the tare 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 Tenn; ❑ 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 giant 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 cum 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 On other words, the 'automatic-, renewal' provisions In Section 3 shall W 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 Tenn. 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-icancelable and may not be terminated early. VAR Resources, Inc. You: Collier County Board of County Commissioners By: X By: X Date: Name (Print): Tom Henning Title: Chairman Date Signed: Approved u to fwu sad IWft A.d yt eou"a.Anamew 01285338 v2 (03118(13) Red ReVar Sd*dNe Packet Page -3148- _ SCHEDULE "A" Collier County Board of County Commissioners Description Quantity 34 PAN TB 15 -3340M 2.7G M LIND AUTO ADAPTER F /TB72 NOTEBOOKS Lessee: Collier County Board of County Commissioners Signature: Title: Chairman 9/23/2014 16.E.8.- APPMV dnwbrsMdbvft i�irsr n.�.n. Anmwe. Packet Page -3149- Page 1 of 1 9/23/2014 16.E.8.- Non - Appropriation Addendum Lessee/Renter/Customer: Title of tease, rental or other agreement: Collier County Boad of Courtly Commissiomn dated Lessor or Lender. Lease, rental or contract ale: VAR Resources, Inc. This Non - Appropriation Addendum (this "Addendum ") is made by and between the above- referenoed state or local governmental entity ( "Customer") and the above - referenced lessor or lender ( "Credttor"). 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. Incorneration 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 tern) 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- Aonronrfation. Customer intends, to the extent permitted by low, 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. S. 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 expertise (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 ail of Its payment obligations under the Agreement during Customer's current fiscal year. 120542 vl Non - Appropriation Addendum 07 -05 Packet Page -3150- Page 1 of 2 CA 9/23/2014 16.E.8.- 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. S. Choice of Law: Affect on Default and Indemnity Provisions, Notwithstanding anything in the Agreement to the contrary, the Agreement shag 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) slag be limited solely to sums lawfuny appropriated for such purpose and shag 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 OR 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 ag of which together shag be deemed to constitute one and the some 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 rides of evidence applicable to court prooeed'mgs. Customer. couiercomyHoadofcmaycomnduiowa Accepted by Creditor. VAR Resources, Inc. By. X print: Tom print Title: Title: 120542 vl Non - Appropriation Addendwn 07 -05 Approved as to form and legality (00 Vi Assistant County Attorney Packet Page -3151- - Page 2 of 2 CA 9/23/2014 16.E.8. VAR Resources, Inc. 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 CERTIFICATEieVARRESOURCES.COM, a BINDER or CERTIFICATE OF INSURANCE showing the names and interests as requested above. Insurance Company: 1. Princeton Excess a Surplus; 2.Underwriters at Lloyds; 3.Midwast Employers Casualty Insurance Agency: Telephone: 239-649 -14"4 Contact: Mfiam Oulmen Policy Number: 64A3EX000001510; 64A3EX000001510; EVVC008555; N741A026W Effective Date: 3 @ 10/1/2013;1 Q 41112014 How long have you had insurance through this company? 1.10 years; 2. 10 Years; 3.6 year; Thank you for your cooperation. VAR Resources, Inc. ApMewd >.bammd kt,, ��fa=M CA Packet Page -3152- �� VAR RESOURCES — SIGNATURE VERIFICATION This is to verify the signor below is By looking at his/her Driver's License and verifying his/her signature. Signature Notary Public Print Name Notary Expiration Date, Notary Signature, Notary Stamp Today's date Packet Page -3153- 9/23/2014 16.E.8.- Approved as to form and legality Assistant County Attorney CP 9/23/2014 16.E.8.- Office of the County Attorney Jeffrey A. Klatzkow ro Deputy County Attorney • Scott R Teach � _ r...,,...._........._.- ...���,� Managing Assistant County Attorney • Heidi F. Ashton- Cicko• •road catiRw city, cmmy wd Lo W cov"mM Low Assistant County Attorneys • Jennifer A. Belpedio Colleen M. Greene Kevin L Noell Emily R 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 (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 generaIIy. 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 Soo • Naples Florida 34112 -5749 • (239) 252-8400 • FAX: (239) 252 -6300 CA Packet Page -3154- 9/23/2014 16.E.8.- 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, Emily R. Pepin, Esquire Assistant County Attorney 3299 Fast Tamiami Vail, Suite 800 • Naples Florida 34122 -4902 • (239) 252-8400 • FAX: (239) 252 -6300 CA Packet Page -3155- L, Y � C C O o E a n U {n O Z W C O O r0 y .S Y a o a E r u° o , C 00 N to O Y fl_ O Y Cu Y (Q L aj tao m C m U N 0 a a 14 O_ 7 L O Z E m Q C Cu E u 0 CL a � o CL 0 0 a r» O N p \ N N O N p O tD G O O Zl N L > O 4J Z W E C Q Q7 Cu w m m r- Cu C C Cu N Q. n O O Packet Page -3156- 9/23/2014 16.E.8. �-i 0