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03/16/2011 Contract✓ r (! l s F THIS IS A NON - CANCELABLE, LEGALLY NVW, BINDING CONTRACT msous r .. Master Lease Number: Lessee's Chief Executive trice — Street City Lessee (Leasing Customer) —Use exact registered name if a corp., LLC or LP Marathon Board of Governors Fire Ambulance District 1 of Monroe County 490 63rd Street East Florida grate County Zip Code Lessee's 3052896088 Tax ID# Monroe 33050 85- 8013825294C -7 FL In this Master Lease Agreement ( "Master Agreement the words "You" and "Your" he equipment supp the Equipment (def ned below) leased eased underr a Schedule. This means the form of lease schedule attached hereto as Exhibit A. "Supp' with the Mastoo represented A greement, together Schedule Schedule ent ered we You and Us regarding the leasing represent the final and only agreement be tween o% h s Equipment t identif ed 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 be changed except by a wrl and Agreement, Us. NiS Neither this e Master a t e Other Documents (includin u those contained in any purchase agreement or orde be tween between You and the S are not binding ton Us this Master Agreement nor any embed ed software F Q 1 programs, N. a h Sch ul e eplacements, atnd your repairs) (the n "Equipment) Uupon the I e stated in Schedu e this Agreement. Each Sch s hall lhbs substantially in the form of Exhl i and therein bsions of any S be deemed chedule, hedule, the to be a provisions ate theaSchedule transaction control. You promise o pay o Lease Payme P the event of any nts con each Schedule in accordance with the payment schedule set forth therein, plus all other amounts stated herein . Each Schedule is binding on You as of the date You sign it. ter than u sign a proprietorship, Schedule, Your signature Le a a thereon Agreement and o each information Schedule I co constitutes Youihepresentat on that e the b e e on and deli e You 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 to do so the Other Documents has been duly authoriz leer, b We are a 2. UNCONDITIONAL OBLIGATION TO PERFORM. Supplier, manufacture With respect to each Schedule, You agree that: (awe Vendors are NOT Our stilt ment sentation or separate company from the rer and any other vendor (collectively, "Vendors "), equipment 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 a 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 Equect monies is owed by unsatisfactory to such any Vendor fails to provide any ny r Ven or maintenance will excuse or fulfill r ny o performing obligation to You, You shall not make cl m against st Us and Your payment and other 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 the Schedule ( "Original Term "). As used herein, "Present Term" accept and sign the Schedule (the , Commencement Date') and will continue for the number of months shown in specified han 1 in means the term presently in effect, whether it is the Original Term or a Renewal Term (as defined below). Unless You notify Us i writing at least days but not more t e a than 1 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, terms e the c of th and of his Master Agreement and Dome s wi ll i continue to apply, -month lf You do notify Us in writing T wi hin the t within set forth above that n You intend to return he Equipment or purchase the Equipment al the end of such Present Term, then, immediately upon the expiration of such Term, You shall return the Equipment subject to the Schedule Agreement or purchase the Equipment pursuant to Section 10 of the Schedule, as applicable. pursuant to Section 13 of this Master es to pay a prorated Lease Payment for the period between the Equipment installation date (i.e the date of the 4. LEASE PAYMENTS. With respect r each Schedule, Customer agre on the Lease on lated da delivery and and will at added he Customer's n fir D st invoice. p With f eespect to each Schedule, Lease plus applicable t axes and charges pro ided l for herein are payable in advance 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 You pay is anddl then bearing, r may be commingled with Our may be applied by Us at any time past-due estimated mounts, and the unused port on will be in ned to You within ow) Ina daystafter the end of the final Present Term of the applicable Schedule. Lessee agrees to pay in accordance with the Florida Local Government Prompt Payment Act. 5. DELIVERY, LOCATION, OWNERSHIP, USE, MAINTENANCE OF EQUIPMENT. We are not responsible for delivery or installation cable Schedu eeunlesstl Schedule. You f st get Our permission responsible for Equipment maintenance. You shall not remove the Equipment from the Equipment Location designated i the app You shall give Us access to each Equipment Location so that We may ins Our co pect the Equipment, and You agree to pay sts in connection therewith, whether performed prior to or after the Commencement Date of the applicable Schedule. We will own and have title to all Equipment (excluding any You software) throughout the Term of each Schedule. 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 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 insurancuirements, and shall not make any permanent a e requirements, At Your own cost, You shall keep the Equipment in good ed ("Good Condition "). working order and warrantable condition, ordinary wear and tear except 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 in Article TI oSt M Eorm ANTABILIT Code ( FITN SS FOR A he extent PARTICULAR b R You hereby ee t hat the arndsalllrights represented nd remedies conferred upon Y 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 Artide 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 provided to Us by the Vendor(s) in connection w interests. With or as t respect to any one or more Schedules, You may be entitled under Article 2A to the promises and warranties (if any) p Y part of the any on ct(s), if any, by which We acquire the Equipment. You may contact the Vendor(s) for an a ccurate 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 MAYBE TERMINATED EARLY. THE TERMS OF THIS MASTER LEA oard Of GOVe s Fire Amkance D str ct of y Accepted by VAR Resources, Inc. at: 2330 Interstate 3Q, r4esqu,*, TX 75150 Lessee: M o9f n County Flori By: /— Ge e I0- N Name: ►-.eta -�) - SO 6- Cn o iu MONRE COU �Y ATE RNE V M N '•, • ' f NTHIA e L A ,> ,•� EY - -- °,. ,,.• ASS T COUATTO ,- Date ''� - VAR Resources Master Lease I Red Page 1 of 2 d 7. amages LIABILITY; (whether direct, t, Ind/ ect, incidental liable for any claims, actions, consequential), liabilities, losses or costs made against or Incurred by You relating to the delivery, Installation, possession, use, return, loss 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 harmless for, any and all claims, actions, damages, liabilities, losses, and costs (including reasonable attorneys' fees) made against or Incurred by Us relating to Equipment Matters. 8. LOSS; DAMAGE; INSURANCE. You shall, during the Term, (i) bear the risk of loss and damage to all Equipment leased under all Schedules and shall continue performing all Your obligations to Us even if it becomes damaged or suffers a loss, (ii) keep all Equipment insured against all risks of damage and loss ( "Property Insurance ") in an amount equal to its replacement cost, with Us named as sole "loss payee," and (iii) carry public liability insurance covering bodily injury and property damage ( "Liability Insurance ") in an amount acceptable to Us, with Us named as "additional insured." You have the choice of satisfying these insurance requirements by providing Us with satisfactory evidence of Property and Liability Insurance ( "Insurance Proof'), within 30 days of the Commencement Date of each Lease. Such Insurance Proof must provide for at least 30 days prior written notice to Us before it may be cancelled or terminated and must contain other terms satisfactory to Us. If You do not provide Us with Insurance Proof within 30 days of the Commencement Date of a Schedule, or If such Insurance terminates for any reason, then (a) You agree that We have the right, but not the obligation, to obtain such Insurance In such forms and amounts from an insurer of Our choosing in order to protect Our interests ( "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 charge of up to 18% per annum (or the maximum rate allowed by law, if less) on any advances We make for premiums, billing and tracking fees, charges for Our processing costs associated with the Other Insurance, and other related fees. We and /or one or more of Our affiliated companies or agents will receive a portion of the Insurance Charge, which may include a profit. We are not obligated to obtain and may cancel Other Insurance at any time without notice to You. Any Other Insurance need not name You as an insured or protect Your interests. The Insurance Charge may be higher than if You obtained Property and Liability Insurance on Your own. 9. ASSIGNMENT. YOU SHALL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR OTHERWISE ENCUMBER (collectively, "Transfer ") 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 Master Agreement, any one or more Schedules and /or any or all Equipment leased thereunder, in whole or in part, to a third party (a "New Owner"), in which case the New Owner will, to the extent of such Transfer, have all of Our rights and benefits but will not have to perform any of Our obligations (if 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. TAXES AND OTHER FEES. You agree that the fees set forth In this Master Agreement and in the Schedules may Include a profit component. Lessee agrees to pay in accordance with the Florida Local Government Prompt Payment Act. 11. SAVINGS CLAUSE. If it is determined that any amount charged or collected with respect to a Lease is greater than the amount allowed by law, including, without limitation, any amount that is determined to exceed applicable usury limits (an "Excess Amount'), then (i) any Excess Amount charged but not yet paid will be waived by Us and (ii) any Excess Amount collected will be applied to any amount then due and owing by You with respect to such Lease, adjusted to conform 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 default under a Schedule if, with respect to such Schedule, this Master Agreement or any other Schedule or agreement between You and Us, You fail to pay any amount within 15 days of the due date 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, concurrently or separately: (A) cancel the Lease represented by such Schedule and any one or more Leases) represented by any other Schedules, (B) require You to return the Equipment leased under any one or more Schedule(s) pursuant to Section 13 of this Master Agreement, (C) take possession of and /or render unusable the Equipment leased under such Schedule(s), and for such purposes You hereby authorize Us and Our designees to enter Your premises, with or without prior notice 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 sum of (i) all Lease Payments and other amounts then due and past due, (ii) all Lease Payments for the then - remaining Present Term(s) of such Schedules plus Our residual interest in the Equipment as indicated by Our records, discounted at a rate of 6% per annum (or the lowest rate permitted by law, whichever is higher), (iii) interest at the rate of Time -Value Interest on the amounts specified in clauses "i" and "ii" above from the date of demand to the date paid, and (iv) all other amounts that may thereafter become due hereunder to the extent that We will be obligated to collect and pay such amounts to a third party (such amounts specified in sub - clauses "i" through "iV' referred to below as the "Balance Due "), and/or (E) exercise any other remedy available to Us under law. You also agree to reimburse Us on demand for all reasonable expenses of collection and enforcement (including, without limitation, reasonable attorneys' fees and other legal costs) and reasonable expenses of repossessing, holding, preparing for disposition, and disposition ( "Remarketing ") of the Equipment, plus Time -Value Interest on the foregoing amounts from the date of demand to the date paid. In the event We are successful in Remarketing the Equipment with respect to any Schedule, We shall 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 "Net Proceeds "). If the Net Proceeds are greater than the Balance Due, We shall pay You such surplus. If the Net Proceeds are less than the Balance Due, You shall be liable for such deficiency. Any delay or failure to enforce Our rights under the Lease shall not constitute a waiver thereof. 13. RETURN OF EQUIPMENT. If You are required to return 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 prepaid and fully insured, and must be received in Good Condition (as defined in Section 5 of this Master Agreement). If You are required to return the Equipment under Section 12 of this Master Agreement, You shall do so promptly upon demand. If You are required to return the Equipment under Section 3 of this Master Agreement, then (i) it must be received by Us in Good Condition within 15 days after the expiration of the then Present Term, (ii) if it is not received within 15 days of the date of demand, You agree to continue paying Lease Payments and all other amounts due hereunder until it is received and accepted by Us in Good Condition, and (iii) You agree to pay a handling and restocking fee of $250.00 promptly upon demand. If You are required to return the Equipment under any provision of this Master Agreement 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 Condition (as defined in Section 5 of this Master Agreement). 14. APPLICABLE LAW, VENUE; JURISDICTION. The parties agree that this Master Agreement, each Schedule and Other Document shall be treated as though executed and performed in Dallas County, Texas, and any legal actions relating to this Agreement, any Schedule or any Other Document must be instituted in the courts of Dallas County, Texas or the United States District Court for the Northern District of Texas, which shall have exclusive jurisdiction. You and We hereby waive 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 interpreted to the maximum extent possible so as to be enforceable under applicable law. If any provision is construed to be unenforceable, such provision shall be ineffective only to the extent of such unenforceability without invalidating the remainder of the Lease. 15. MISCELLANEOUS. You represent and covenant to Us that this Master Agreement Is, and each Schedule will be, enforceable against You In accordance with its terms, and You acknowledge that this representation and covenant was a material Inducement to Us to acquire the Equipment to be leased under each Schedule and to enter into this Master Agreement and each Schedule. This Master Agreement and any one or more Schedules may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same document. You acknowledge that You have received a copy of this Master Agreement, and You agree that a facsimile or other copy of this Master Agreement and of any Schedule and Other Document containing Your faxed or copied signature shall be s enforceable as the original executed document. L e' Ria VAR Resources Master Lease I Red Page 2 of 2 XIAOLK ureenisase Exhibit A 61 ° E v n .+en(3i1Y 1 tl!Y teCtW+oWgY 3oluliG"S Equipment Lease Schedule No. 1 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 Board of Governors Fire Ambulance District 1 of Monroe County Fonda (errAgreer , Y ) or "Your "). This Schedule is entered into subject to that certain Master Lease Agreement No. 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 Sch due shall be effective as constitutes separate th s Scheduleu nless otherwise exp and ressly stated n such amendmen Master Agreement subsequent date This Shedulemay not modified ex this except in a writing signed by You and Us. We hereby agree to lease to You, and You hereby agree to lease from Us, the following- described Equipment upon the terms and conditions se forth in this Schedule and in the Master Agreement: Description of Equipment — INCLUDE MAKE, MODEL AND SERIAL NUMBERS (ATTACH ADD17YONAL PAGE IF NECESSARY) See attached Schedule A 2. Equipment Supplier: VAR Resources Inc. 3. Equipment Location Address: See Schedule "A" 4. Original Term: 48 months 5. Commencement Date of this Lease: 6. Lease Payment Amount: $ 703.96 per: ® Month ❑ Quarter ❑ Year ❑ Other: 7. Check here ❑ if Lease Payment amount includes sales /use tax. 8. $1,407.92 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 9. Security Deposit: $ 10. Purchase Option at end of Original Term: ® Fair Market Value as of end of Original Term ❑ 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 determined by Us in our sole but reasonable judgment, 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. 12. The total amount due under the Original Term of 48 months schedule of payments at $703.96 per month will be $33,790.08. There is a Fair Market Value Purchase Option at the end of the Original Term which would be in addition to the Original Term schedule of payments. Please see Section 3 of the Master Lease and Section 10 above on this Exhibit A for details. VAR Resources, Inc. You: Board of Governors Fire Ambulance District 1 0 on roe County Flor' a 2 By: X By: Dater rint): rgQ_ /Z . ger� Accepted and signed in Mesquite, TX tle: Gt a, r rrki 4, r— — 8 O G MON E COUNTY ATTORNEY o A OV S TOtf O 9 J t VAR Resources Master Lease/ Red '��.� `'�� NTHIA L. HALL 4i n,iUH ASSISTA Ta OU�4y EY Date o(O __2 __ SCHEDULE "A" Board of Governors Fire Ambulance District 1 of Monroe County Florida Q u anti ty Description EQUIPMENT LOCATION: 490 63RD STREET EAST, MARATHON, FL 33050 1 PANSNC CPU CF 19 CI5 /1.210ATCH 2GB -160GB WLS WXP, MICROSOFT WIN XP PRO W /SP3 32, PANSNC CPU 2GB PC2 -6400 800MHZ DDR2 SODIMM 200 -PIN, PANSNC CPU MEMORY INSTALL, PANSNC CPU TB 1 -YEAR WARRANTY EXTENSION (YEAR 4) EQUIPMENT LOCATION: 6180 2ND STRET, 2ND AVENUE & MALONEY AVE., KEY WEST, FL 33040 1 PANSNC CPU CF 19 CI5 /1.210.4TCH 2GB -160GB WLS WXP, PANSNC CPU 2GB PC2 -6400 800MHZ DDR2 SODIMM 200 -PIN, PANSNC CPU MEMORY INSTALL, PANSNC CPU TB 1 -YEAR WARRANTY EXTENSION (YEAR 4) EQUIPMENT LOCATION: STATION 9, BIG COPPITT, 28 EMERALD DR., KEY WEST, FL 33040 MM #10 PANSNC CPU CF 19 CI5 /1.210.4TCH 2GB -160GB WLS WXP, PANSNC CPU 2GB PC2 -6400 800MHZ DDR2 SODIMM 200 -PIN, PANSNC CPU MEMORY INSTALL, PANSNC CPU TB 1 -YEAR WARRANTY EXTENSION (YEAR 4) EQUIPMENT LOCATION: STATION 10, CUDJOE, 20950 OVERSEAS HWY., CUDJOE KEY, FL 33042, MM #21 1 PANSNC CPU CF 19 CI5 /1.210.4TCH 2GB -160GB WLS WXP, PANSNC CPU 2GB PC2 -6400 800MHZ DDR2 SODIMM 200 -PIN, PANSNC CPU MEMORY INSTALL, PANSNC CPU TB 1 -YEAR WARRANTY EXTENSION (YEAR 4) EQUIPMENT LOCATION: STATION 13, BIG PINE KEY, 390 KEY DEER BLVD., BIG PINE KEY, FL 33043, MM #30.5 1 PANSNC CPU CF 19 CI5 /1.210.4TCH 2GB -160GB WLS WXP, PANSNC CPU 2GB PC2 -6400 800MHZ DDR2 SODIMM 200 -PIN, PANSNC CPU MEMORY INSTALL, PANSNC CPU TB 1 -YEAR WARRANTY EXTENSION (YEAR 4) EQUIPMENT LOCATION: AVIATION - MARATHON, 10100 OVERSEAS HWY., MARATHON, FL 33050, MM #51.5 1 PANSNC CPU CF 19 CI5 /1.210.4TCH 2GB -160GB WLS WXP, PANSNC CPU 2GB PC2 -6400 800MHZ DDR2 SODIMM 200 -PIN, PANSNC CPU MEMORY INSTALL, PANSNC CPU TB 1 -YEAR WARRANTY EXTENSION (YEAR 4) EQUIPMENT LOCATION: STATION 17, CONCH KEY, 10 S. CONCH AVE., MARATHON, FL 33050, MM #63 PANSNC CPU CF 19 CI5 /1.210.4TCH 2GB -160GB WLS WXP, PANSNC Page 1 of 2 CPU 2GB PC2 -6400 80OMHZ DDR2 SODIMM 200 -PIN, PANSNC CPU MEMORY INSTALL, PANSNC CPU TB 1 -YEAR WARRANTY EXTENSION (YEAR 4) EQUIPMENT LOCATION: STATION 22, TAVERNIER,151 MARINE AVE., TAVERNIER, FL 33070, MM #92 PANSNC CPU CF 19 CI5 /1.210.4TCH 2GB -16OGB WLS WXP, PANSNC CPU 2GB PC2 -6400 80OMHZ DDR2 SODIMM 200 -PIN, PANSNC CPU MEMORY INSTALL, PANSNC CPU TB 1 -YEAR WARRANTY EXTENSION (YEAR 4) 1 Signature: Title: (---> e v Conroe C . 2&jy Florida C LlGt. i yrn a n— � O MO E CO NTY ATTOR EY ROV AST O YNTHIA L. ALL ASStSTANTfOlJ1WTrY ATT 9, EY Date � c' (( Page 2 of 2 Non - Appropriation Addendum e /RenterlCustomer: Title of lease, rental or other agreement: 7Boar of Governors Fire Ambulance District 1 of Monroe dated Florida Lessor or Lender: Lease, rental or contract #: VARESOURCESINC 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 Customers 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 tenors 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 120542v I Non - Appropriation Addendum 07 -05 Page I of 2 appropriated for Customer to fulfill all of its payment obligations under the Agreement during Customer's current fiscal year. 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 over any 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. CustomeJr:�(� By: Print: Title: C ['l 0— r "-7 [h- 7 Da r10#1 N �• A - 01A"4 e CJ /' e Print: Creditor,: C A MON E COUNTY ATTORNE A O V A-S T F YNTHIA L. ALL ASSISTANT CO �Y gT7' Date `L— (,� 120542 v 1 Non - Appropriation Addendum 07 -05 Page 2 of 2 Addendum to Purchase Order and Conditions of Credit Approval To: Board of Governors Fire Ambulance District 1 of Monroe County Florida From: VAR Resources, Inc. Approval Date: 01/12/11 Expiration Date: 03/03/11 Approval Amount: $27,660.00 Board of Governors Fire Ambulance District 1 of Monroe County Florida ( "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) : PC Mall. PC Mall is an intended third party beneficiary of, and authorized to enforce, this Addendum. Conditions of Credit Approval: 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 eighty (80) days from the approval date. In the event of approval expiration or revocation, Board of Governors Fire Ambulance District 1 of Monroe County Florida 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 See Schedule "A" Attached you agree to pay cash to vendor(s) directly and the lease is considered void. 44 Agreed to and accepted this IG ' day of AO r• , 201( . Board of Governors Fire fm bula Print Name: Title: Cka- I � rvl 0. ►l 13 OU 1 of Monroe County Florida MO OE COUNTY ATTORN Y ROV ,4S 0 R N HIA U. HALL ASSISTANT COUNTY ATTOPNEY Date Z - 2 0 - 714 1 VAR Resources, Inc. 2330 Interstate 30 Mesquite, Texas 75150 972 -755 -8200 FAX 972- 755 -8210 INSURANCE FORM DATE: February 17, 2011 TO: Board of Governors Fire Ambulance District 1 of Monroe County Florida RE: Lease 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. 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 FAX to VAR Resources, Inc. at 97 2 -755 -8210, a BINDER or CERTIFICATE OF INSURANCE showing the names and interests as requested above. Insurance Company: Insurance Agency: U&A Telephone: e: L I - Contact: r Policy Number: Effective Date: -- �, —� 0 U How long have you had insurance through this company? Thank you for your cooperation. VAR Resources, Inc.