HomeMy WebLinkAboutRes 16-08 WA Authorizing the Superintendent to enter into an Agreement with Apple Financial Services Education Finance WESTLAKE ACADEMY
RESOLUTION 16-08
A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES
AUTHORIZING THE SUPERINTENDENT TO ENTER INTO A LEASE AGREEMENT
WITH APPLE FINANCIAL SERVICES, EDUCATION FINANCE, FOR THE
PURCHASE OF TECHNOLOGY AT WESTLAKE ACADEMY FOR A ONE-TO-ONE
DEVICE INITIATIVE.
WHEREAS, Westlake Academy staff has assessed current technology needs and
identified a three-year technology lease supportive of the one-to-one device initiative at Westlake
Academy for faculty and students in Grades K-12; and,
WHEREAS, this lease would allow the immediate procurement of needed technology
resources to support the educational initiatives at Westlake Academy; and,
WHEREAS, the Board of Trustees finds that the passage of this Resolution is in the best
interest of the citizens of Westlake as well as the students, their parents, and faculty of Westlake
Academy.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF
WESTLAKE ACADEMY:
SECTION 1: That, all matters stated in the recitals hereinabove are found to be true and
correct and are incorporated herein by reference as if copied in their entirety.
SECTION 2: That, the Board of Trustees of Westlake Academy, hereby approves and
authorizes the Superintendent of Westlake Academy to enter inter a lease agreement with Apple
Financial Services, Education Finance, attached as Exhibit "A':
SECTION 3: if any portion of this resolution shall, for any reason, be declared invalid
by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions
hereof and the Board of Trustees hereby determines that it would have adopted this Resolution
without the invalid provision.
Resolution 16-08
Page I of 2
SECTION 4: That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 13th DAB' OF June 2016.
4e
Laura Wheat, President
ATTEST:
Kelly lEdwarQ Board Secretary Thomas E. Brym rmtendent
APPROVE ASS
Jan6,$,A berLorf� i ton Lowry,
School Attorney
Resolution 16-08
Page 2 of 2
DIAMONDA:3
Quote No. 40956
Quote Date: June 3rd,2016
Diamond Assets Quote Type: Education Trade-in
12302 S Beloit Ave
Janesville,WI 53546 Customer: Westlake Academy
Contact: Jason Power
'Contact Information
Seth Smith Address: 2600 JT Ottinger Road
630-277-6227 Westlake,TX 76262
sethC�diamond-assets com
Quote is Valid for 30 Days j
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i
iPad Mini,16GS(Space Grey) 800 $ 75.00 $ 60,000.00
iPad Mini2,16GB(Space Grey) 50 $ 120.00 $ 6,000.00
iPad 2,16GB,Witt 50 $ 75.00 $ 3,750.00 i
:Unibody MacBooks(2009)MC20XL/A 40 $ 50.00 $. 2,000.00!
Unibody MacBooks(2010)MC516LL/A 40 $ 75.00 5 3,000,00 7
2008 24'iMac MB323LL/A 6 ... $ 100.00 $ 600.00'
2011 21.5"iMac MC309LL/A ,... _.. _ 2 $ 200.00 $ 400.00 I
i
All units above quoted for Grade A(grading scale below)
Grade 8.101 Deduction
Grade C-25'Deduction
Grade D-5D%Deduction '€
Grade F-(Broken)100,Deduction
_ 1
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Accessory Deductions:
Missing/BadUSB Power Adapter: $5.00
Missing/Bad USB Sync Cable: $2.50
Engravings:$10.00
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Onsite pick up and packaging is included at no cost. Pick up date is within 30 days of this offer.
Quote Subtotal $ 75,750.00
Quote is based off all units being in good cosmetic and Tax Rate,
working condition with original accessories included. If
units are not in good condition or accessories are missing Sales Tax
standard deductions will apply. Others
TOTAL , $ 75,750 00
If you accept this offer you must notify the trade-in manager within 30 days of receipt to schedule pick-up.Please contact Seth Smith:
sethC�diamond-assetr.com or630-277-6227
You for your business! 1
Undersigning,your organization the'Setter'has fully reviewed and understands the terms and conditions set forth in this mutually binding agreement. Upon signing below,
your organization has ac.pled and agrees with the terms and conditions of our mutually binding partnership. CIS,
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Signaturli Date
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Financial Services Master Lease Purchase Agreement No. 7994319
Education Finance
This Master Lease Purchase Agreement dated as of 1 20 /6 (this "Master Lease") is entered into by and
between APPLE, INC. ("Lessor")and TOWN OF WESTLAKE("Lessee").
1. MASTER LEASE; SCHEDULES. Subject to the terms of this Master Lease, Lessee agrees to lease, purchase and acquire from Lessor
certain equipment and/or software(the"Equipment")as may be described in any lease schedule in the form of Exhibit A(each, a"Schedule")
which may be executed by the parties from time to time. Nothing in this Master Lease shall be construed to impose any obligation upon, or
otherwise commit, Lessor to enter into any proposed Schedule, it being understood that whether Lessor enters into any proposed Schedule
shall be a decision solely within Lessor's discretion. Lessee understands that Lessor requires certain documentation and information
necessary to enter into any Schedule, and Lessee agrees to provide Lessor with any documentation or information Lessor may request in
connection with Lessor's review of any proposed Schedule. Such documentation may include but shall not be limited to: (a)a description of
the proposed Equipment, including the cost and its contemplated use and location, (b) information related to the vendor(s) manufacturing,
licensing (subject to the terms of the Vendor's applicable end user license agreement(s)), delivering, installing or maintaining the proposed
Equipment for Lessee(the"Vendor"), (c)documentation or information concerning the financial condition of Lessee,and(d)other information
related to the Schedule and Lessee. The terms and conditions of this Master Lease(including all exhibits and any amendments hereto), are
incorporated by reference into each Schedule and each Schedule, once executed by Lessor and Lessee, shall constitute a separate and
independent lease and installment purchase of the Equipment identified therein, hereinafter referred to as a"Lease."
2. INVOICE PAYMENT OR REIMBURSEMENT. With respect to any Lease, and subject to the provisions of Section 3 if applicable, Lessor
shall have no obligation whatsoever to make any payment to a Vendor or reimburse Lessee for any payment made to a Vendor for the
Equipment that is the subject of such Lease until three (3) business days after Lessor's receipt of the following in form and substance
satisfactory to Lessor in its sole discretion: (a)a Schedule executed by a duly authorized representative of Lessee;(b)a fully executed partial
or final acceptance certificate as applicable, in the form of Exhibit B ("Acceptance Certificate"); (c) a resolution or evidence of other official
action taken by Lessee's governing body authorizing Lessee to enter into the related Lease and any applicable Escrow Agreement, the
acquisition of the Equipment subject thereto, and confirming that Lessee's actions were in accordance with all applicable state, local and
federal laws, including laws regarding open meetings and public bidding; (d) evidence of insurance with respect to the Equipment in
accordance with the provisions of Section 15 of this Master Lease; (e)a Vendor invoice for the Equipment and, if such invoice has been paid
by Lessee, evidence of payment thereof and, if applicable, evidence of official intent to reimburse such payment as required by the Treasury
Regulations; (f) a completed and executed Form 8038-G or 8038-GC; (g) an Incumbency Certificate substantially in the form attached as
Exhibit C; (h)a Bank Qualification Designation substantially in the form attached as Exhibit D; (i) Lease Payment Instructions substantially in
the form attached as Exhibit E; Q) Insurance Coverage Requirements in the form attached as Exhibit F; (k) an opinion of Lessee's counsel
substantially in the form attached as Exhibit G; and(1)such other documents, items, or information reasonably required by Lessor.
3. ESCROW AGREEMENT. Upon agreement by both Lessee and Lessor as to any Lease,the parties shall enter into an escrow agreement
(an"Escrow Agreement")with an escrow agent selected by Lessee, such selection subject to Lessor's approval,establishing an account from
which the cost of the Equipment subject to such Lease is to be paid (the "Escrow Account"). Upon execution and delivery of an Escrow
Agreement by the parties thereto and satisfaction of any conditions precedent set forth in Section 2 of this Master Lease or in such Escrow
Agreement, Lessor shall deposit or cause to be deposited into the Escrow Account under the related Escrow Agreement funds for the
payment of the costs of acquiring the Equipment under such Lease. Lessee acknowledges and agrees that no disbursements shall be made
from an Escrow Account except for portions of the Equipment that are operationally complete and functionally independent and that may be
fully utilized by Lessee without regard to whether the balance of the Equipment is delivered and accepted.
4. DELIVERY AND ACCEPTANCE OF EQUIPMENT. Lessee shall order the Equipment, cause the Equipment to be delivered and installed
at the location specified in each Lease, and pay any and all delivery and installation costs and applicable sales and other taxes in connection
therewith. When the Equipment identified in any Lease has been delivered and installed, Lessee shall immediately inspect the Equipment
and evidence its acceptance by executing and delivering to Lessor the Acceptance Certificate. If Lessee signed a purchase contract for the
Equipment, by signing a Schedule Lessee assigns its rights, but none of its obligations under the purchase contract,to Lessor.
5. LEASE PAYMENTS. Lessee agrees to pay "Lease Payments" to Lessor in accordance with the payment schedule set forth in each
Lease,exclusively from legally available funds, consisting of principal and interest components in the amounts and on such dates as provided
in each Lease. Lessee shall pay Lessor a charge on any Lease Payment not paid on the date such payment is due at the rate of 12% per
annum or the highest lawful rate, whichever is less, from such due date until paid. The "Commencement Date" for each Lease is the date
when interest commences to accrue under such Lease, which date shall be the earlier of(a)the date Lessee partially or fully accepts the
Equipment pursuant to Section 4, or(b)the date of Lessor's deposit into an Escrow Account of sufficient monies to purchase the Equipment.
Lessor will advise Lessee as to the address to which Lease Payments shall be sent. The Lease Payment is due whether or not Lessee
receives an invoice. Restrictive endorsements on checks sent by Lessee will not reduce Lessee's obligations to Lessor. Unless a proper
exemption certificate is provided, applicable sales and use taxes may be paid by Lessee from funds advanced to Lessee by Lessor for such
purpose in connection with the execution and delivery of the related Lease or may be paid by Lessee pursuant to Section 4 hererof. Lessor
and Lessee understand and intend that the obligation of Lessee to pay Lease Payments under each Lease shall constitute a current
expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or
statutory limitation or requirement concerning the creation of indebtedness or debt by Lessee, nor shall anything contained in this
Master Lease or in any Lease constitute a pledge of the general tax revenues, funds or monies of Lessee.
6. NON-APPROPRIATION OF FUNDS. Lessee is obligated to pay Lease Payments under each Lease for each fiscal period as may lawfully
be made from funds budgeted and appropriated for that purpose for such fiscal period. Lessee currently intends to remit and reasonably
believes that funds in an amount sufficient to remit all Lease Payments and other payments under each Lease can and will lawfully be
appropriated and made available to permit Lessee's continued utilization of the Equipment under such Lease and the performance of its
essential function during the scheduled "Lease Term" as reflected in each Lease. Lessee currently intends to do all things lawfully within its
power to obtain and maintain funds from which the Lease Payments under each Lease may be made, including making provision for such
payments to the extent necessary in each budget or appropriation request adopted in accordance with applicable provisions of law.
Notwithstanding the foregoing, Lessor acknowledges that the decision whether or not to budget and appropriate funds or to extend the term
of a Lease for any period beyond the original or any additional fiscal period is within the discretion of the governing body of Lessee. In the
event that Lessee's governing body fails or is unwilling to budget, appropriate or otherwise make available funds for the payment of Lease
Payments and other payments, if any, under a Lease following the then current fiscal period (an"Event of Non-appropriation"), Lessee shall
have the right to terminate such Lease on the last day of the fiscal period for which sufficient appropriations were made without penalty or
expense, except as to the portion of any Lease Payment for which funds shall have been appropriated and budgeted, in which event Lessee
shall return the Equipment subject to such Lease in accordance with Section 19 of this Master Lease. Lessee agrees to deliver notice to
Lessor of such Event of Non-appropriation with respect to a Lease and termination at least thirty(30)days prior to the end of the then current
fiscal period, but failure to give such notice shall not extend the term of the affected Lease beyond such then current fiscal period.
7. UNCONDITIONAL OBLIGATION. UPON THE COMMENCEMENT DATE OF A LEASE PURSUANT TO SECTION 5 OF THIS MASTER
LEASE, AND EXCEPT AS PROVIDED IN SECTION 6, "NON-APPROPRIATION OF FUNDS," THE OBLIGATIONS OF LESSEE TO MAKE
LEASE PAYMENTS AND TO PERFORM AND OBSERVE THE OTHER COVENANTS AND AGREEMENTS CONTAINED IN EACH LEASE
SHALL BE ABSOLUTE AND UNCONDITIONAL IN ALL EVENTS WITHOUT ABATEMENT, DIMINUTION, DEDUCTION, SET-OFF OR
DEFENSE, FOR ANY REASON INCLUDING, WITHOUT LIMITATION, ANY FAILURE OF THE EQUIPMENT TO BE DELIVERED OR
INSTALLED, ANY DISPUTES WITH LESSOR OR ANY VENDOR OF ANY EQUIPMENT, DEFECTS, MALFUNCTIONS OR BREAKDOWNS
IN THE EQUIPMENT, ANY ACCIDENT, CONDEMNATION, DAMAGE, DESTRUCTION, OR UNFORESEEN CIRCUMSTANCE, OR ANY
TEMPORARY OR PERMANENT LOSS OF ITS USE.
8. DISCLAIMER OF WARRANTIES. THE SOLE WARRANTY FOR THE EQUIPMENT IS THE APPLICABLE PRODUCT WARRANTY
(DEFINED BELOW). LESSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,WHATSOEVER, INCLUDING
WITHOUT LIMITATION, AS TO THE EQUIPMENT'S MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SUITABILITY,
DESIGN, CONDITION, DURABILITY, OPERATION, QUALITY OF MATERIALS OR WORKMANSHIP, NON-INFRINGEMENT, OR
COMPLIANCE WITH SPECIFICATIONS OR APPLICABLE LAW, OR THAT THE OPERATION OR USE OF THE EQUIPMENT WILL BE
UNINTERRUPTED, SECURE OR FREE OF ERRORS, DEFECTS, VIRUSES, MALFUNCTIONS, AND LESSEE, AS OF THE DATE OF
LESSEE'S ACCEPTANCE AS SET FORTH IN SECTION 4, ACCEPTS SUCH EQUIPMENT AS IS AND WITH ALL FAULTS. LESSEE
ACKNOWLEDGES THAT LESSEE HAS SELECTED THE EQUIPMENT BASED UPON LESSEE'S OWN JUDGMENT. Lessee acknowledges
that the Equipment was manufactured and/or assembled, or in the case of software was developed and licensed, by the applicable Vendor
and that any warranty rights with respect to such Equipment shall be provided by the applicable Vendor(the "Product Warranty"). Lessee
agrees to settle any dispute it may have regarding performance of the Equipment directly with the applicable Vendor and not to make any
claim against the Lease Payments due Lessor or any Assignee(as hereinafter defined). Lessee agrees to continue to pay Lessor, or such
Assignee (as applicable), all Lease Payments and other payments without abatement or set off for any dispute with a Vendor regarding the
Equipment. Nothing in this Master Lease or in any Lease shall relieve Apple Inc. of its obligations under the Product Warranty offered by
Apple Inc. for applicable Apple-branded Equipment. Lessee acknowledges and agrees that the Product Warranty is a separate agreement
between Lessee and the applicable Vendor and that such Product Warranty is not a part of this Master Lease or any Lease.
9. TITLE AND SECURITY INTEREST. Unless otherwise required by the laws of the state where Lessee is located,during each Lease Term,
title to the Equipment shall be vested in Lessee, subject to the rights of Lessor under such Lease. In the event Lessor terminates a Lease
pursuant to Section 17 of this Master Lease or an Event of Non-Appropriation occurs under a Lease, title to the related Equipment shall
immediately vest in Lessor free and clear of any rights, title or interests of Lessee. Lessee, at its expense, shall protect and defend Lessee's
title to the Equipment and Lessor's rights and interests therein and keep the Equipment free and clear from any and all claims, liens,
encumbrances and legal processes of Lessee's creditors and other persons.
To secure the payment of all of Lessee's obligations under each Lease, Lessee hereby grants to Lessor a first priority purchase money
security interest in the Equipment subject to each such Lease, anything attached or added to the Equipment by Lessee at any time, Lessee's
rights under each agreement for the licensing of software to the extent that a security interest therein may be granted without violating the
terms of such agreement, and on all proceeds, including proceeds from any insurance claims for loss or damage, from such Equipment.
Lessee authorizes Lessor to file a financing statement perfecting Lessor's security interest under the laws of Lessee's state. Lessee agrees
to promptly execute such additional documents, in a form satisfactory to Lessor, which Lessor deems necessary or appropriate to establish
and maintain its security interest in the Equipment. The Equipment is and will remain personal property and will not be deemed to be affixed
to or a part of the real estate on which it may be situated. If applicable, as further security therefor, Lessee hereby grants to Lessor a first
priority security interest in the cash and negotiable instruments from time to time comprising each Escrow Account and all proceeds(cash and
non-cash)thereof, and agrees with respect thereto that Lessor shall have all the rights and remedies of a secured party under the applicable
Uniform Commercial Code.
10. USE, MAINTENANCE AND REPAIR. Upon installation, no item of Equipment will be moved from the location specified for it in the
related Lease (the "Equipment Location") without Lessor's prior consent, which consent will not be unreasonably withheld, except that any
items of Equipment that are intended by design to be a mobile piece of technology (i.e. laptop computers) may be moved within the
continental U.S. without consent. Lessor shall have the right at all reasonable times during regular business hours, subject to compliance
with Lessee's customary security procedures, to enter into and upon the property of Lessee for the purpose of inspecting the Equipment. In
order to facilitate the use of the Equipment by students and/or Lessee's employees("Authorized Users")while on premises other than those
belonging to Lessee, Lessee acknowledges and agrees that: (a) Lessee shall use due care to ensure that the Equipment is not(i) used in
violation of any applicable law, in a manner contrary to that contemplated by the related Lease, or for private business purposes, or(ii)used
by anyone other than Authorized Users; and(b)Lessee(and not Authorized Users)shall be solely responsible for(i)maintaining insurance in
accordance with the terms of the related Lease, (ii) payment of any applicable sales, property and other taxes on the Equipment, and (iii)
return of the Equipment under a Lease to Lessor upon the occurrence of an Event of Default or Event of Non-appropriation thereunder.
Lessee agrees that it will use the Equipment under each Lease in the manner for which it was intended,as required by all applicable manuals
and instructions and as required to keep the Equipment eligible for any manufacturer's certification and/or standard, full service maintenance
contract. Lessee agrees that it will, at Lessee's own cost and expense, maintain,preserve and keep the Equipment under each Lease in good
repair, condition and working order, ordinary wear and tear excepted.All replacement parts and repairs shall be governed by the terms of the
related Lease. Lessee will not make any permanent alterations to the Equipment that will result in a decrease in the market value of the
Equipment.
11. LIENS; TAXES. LESSEE WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE, SUB-LEASE OR PART WITH POSSESSION OF THE
EQUIPMENT, OR FILE OR PERMIT A LIEN TO BE FILED AGAINST THE EQUIPMENT, EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED UNDER THIS MASTER LEASE AND THE RELATED LEASE. The parties to this Master Lease intend that the Equipment will be
used for governmental or proprietary purposes of Lessee and that the Equipment will be exempt from all property taxes. Lessee shall timely
pay all assessments, license and filing fees,taxes(including sales, use,excise, personal property, ad valorem,stamp,documentary and other
taxes) and all other governmental charges, fees, fines or penalties whatsoever, whether payable by Lessor or Lessee, now or hereafter
imposed by any governmental body or agency on or relating to the Equipment or the Lease Payments or the use, registration, rental,
shipment, transportation, delivery, ownership or operation of the Equipment and on or relating to this Master Lease or any Lease; provided,
however,that the foregoing shall not include any federal,state or local income or franchise taxes of Lessor.
12. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, LESSOR. SHALL NOT BE LIABLE FOR ANY
DIRECT DAMAGES OF LESSEE RESULTING FROM, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER
ARISING IN CONTRACT, TORT, STRICT LIABLITY OR OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY. FURTHER,
NOTWITHSTANDING ANYTHING TO THE CONTRARY, with respect to each Lease, Lessee agrees that (a) Lessor shall have no liability,
cost or expense with respect to transportation, installation, selection, purchase, lease, ownership, possession, modification, maintenance,
condition,operation, use, return or disposition of the Equipment, and(b)Lessor shall have no responsibility in connection with the selection of
the Equipment, the ordering of the Equipment, its suitability for the use intended by Lessee, Lessee's compliance or non-compliance with
competitive pricing and/or bidding requirements,the acceptance by the Vendor of the order submitted, if applicable,or any delay or failure by
the Vendor or its sales representative to, deliver, install, or maintain the Equipment for Lessee's use. IN NO EVENT SHALL LESSOR BE
LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES IN CONNECTION WITH
OR ARISING OUT OF ANY LEASE OR THE EXISTENCE, FURNISHING, FUNCTIONING OR LESSEE'S USE OF ANY ITEM OF
EQUIPMENT PROVIDED FOR IN ANY LEASE,WHETHER IN CONTRACT, TORT, STRICT LIABLITY OR OTHERWISE, REGARDLESS OF
THE THEORY OF LIABILITY AND REGARDLESS OF WHETHER LESSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. THE PARTIES AGREE THAT THE PROVISIONS IN THIS MASTER LEASE FAIRLY ALLOCATE THE RISKS BETWEEN THE
PARTIES WITHOUT WHICH THEY WOULD NOT HAVE ENTERED INTO THIS MASTER LEASE.
13. IDENTIFICATION. Lessor shall be entitled to insert missing or correct information on the related Lease, including, without limitation,
Lessee's official name, serial numbers and any other information describing the Equipment under such Lease; provided that Lessor forwards
copies of such changes to Lessee.
14. LOSS OR DAMAGE. Lessee shall be responsible for any loss, theft of and/or damage to the Equipment or any portion thereof from any
cause whatsoever, regardless of the extent or lack of insurance coverage, from the time the Equipment is delivered to Lessee pursuant to the
related Lease until the end of the Lease Term thereunder or until the Equipment is returned to Lessor pursuant to Section 19 of this Master
Lease. If any item of the Equipment is lost, stolen or damaged, Lessee shall immediately provide written notice of such loss to Lessor and
shall, within fifteen(15)days after such loss, at Lessee's option, either: (a)repair the damaged Equipment so that it is in good condition and
working order, eligible for any manufacturer's certification, (b) replace the damaged Equipment at Lessee's sole cost and expense with
equipment having substantially similar manufacturer's specifications and of equal or greater value to the damaged Equipment immediately
prior to such Equipment being damaged, such replacement equipment to be subject to Lessor's approval, whereupon such replacement
equipment shall be substituted in the applicable Lease and the other related documents by appropriate endorsement or amendment; or(c)
pursuant to Section 18(b), purchase Lessor's interest in the damaged Equipment on a pro rata basis(notwithstanding the limitation in Section
18(b) only to prepaying in whole) and continue the related Lease for the non-damaged Equipment for the balance of the applicable Lease
Term. In such event, Lessor will provide Lessee with a revised amortization of Lease Payments for the non-damaged Equipment. Lessor will
forward to Lessee any insurance proceeds which Lessor receives for damaged Equipment for Lessee's use in the repair or replacement of the
damaged Equipment, unless there has been an Event of Default or an Event of Non-appropriation by Lessee, in which event Lessor will apply
any insurance proceeds received to reduce Lessee's obligations under Section 17 of this Master Lease.
15. INSURANCE. In the event that Lessee is not self-insured(as hereafter provided), Lessee shall, at its expense, keep the Equipment fully
insured against loss, fire, theft, damage or destruction from any cause whatsoever in an amount not less than the greater of(a) the total
Lease Payments for the Lease Term under the related Lease or (b) the full replacement cost of the Equipment without consideration for
depreciation. Upon Lessor's request, Lessee shall also provide such additional insurance against injury, loss or damage to persons or
property arising out of the use or operation of the Equipment as is customarily maintained by owners of property similar to the Equipment.
With Lessor's prior written consent, Lessee may self-insure against such risks. The policy shall state that Lessor shall be notified of any
proposed cancellation at least 30 days prior to the date set for cancellation. All such insurance shall be in form, issued by such insurance
companies and be in such amounts as shall be satisfactory to Lessor,and shall provide that losses, if any,shall be payable to Lessor as"loss
payee," and all such liability insurance shall include Lessor as an "additional insured." Upon Lessor's request, Lessee shall provide Lessor
with a certificate or other evidence of insurance acceptable to Lessor evidencing the insurance coverage required under the related Lease. In
the event Lessee fails to provide such evidence within 10 days of Lessor's request, or upon Lessor's receipt of a notice of policy cancellation,
Lessor may(but shall not be obligated to)obtain insurance covering Lessor's interest in the Equipment at Lessee's sole expense. Lessee will
pay all insurance premiums and related charges.
16. DEFAULT. Lessee will be in default under a Lease upon the occurrence of any of the following(each, an"Event of Default"): (a)Lessee
fails to pay any Lease Payment or other payment due in full under such Lease within 10 calendar days after its due date; (b) Lessee fails to
perform or observe any other promise or obligation in this Master Lease and/or any Lease and does not correct the default within 30 days
after written notice of default by Lessor; (c) any representation, warranty or statement made by Lessee in this Master Lease or any Lease
shall prove to have been false or misleading in any material respect when made; (d) Lessee fails to obtain and maintain insurance as required
by Section 15,or any insurance carrier cancels any insurance on the Equipment; (e)the Equipment or any portion thereof is misused, used in
a manner not authorized by the applicable end user license agreement (if any) accompanying such Equipment, or used in violation of the
terms of the related Lease; (f) the Equipment or any part thereof is lost, destroyed, or damaged beyond repair and remains uncured in
accordance with Section 14; (g) a petition is filed by or against Lessee under any bankruptcy or insolvency laws; or(h) an Event of Default
occurs under any other Lease or prior financing with Lessor or assigns or their respective affiliates, but any such Assignee may only exercise
remedies with respect to other Leases for which it is the Assignee.
17. REMEDIES. Upon the occurrence of an Event of Default under a Lease, Lessor may, in its sole discretion, do any or all of the following
(without penalty, liability or obligation on Lessor's part and without limiting any other rights or remedies available to Lessor): (a)provide written
notice to Lessee of the Event of Default; (b) as liquidated damages for loss of a bargain, and not as a penalty, declare due and payable any
and all amounts which may then be due and payable under the Lease, plus all Lease Payments remaining through the end of the then current
fiscal period; (c)with or without terminating the Lease Term under such Lease, (i)enter the premises where the Equipment is located and
retake possession of such Equipment or require Lessee at Lessee's expense to promptly return any or all of such Equipment to the
possession of Lessor in accordance with the requirements in Section 19,and(ii)at Lessee's expense,sell or lease such Equipment or,for the
account of Lessee, sublease such Equipment, continuing to hold Lessee liable for the difference between the Lease Payment payable by
Lessee pursuant to the terms of such Lease to the end of the current fiscal period and the net proceeds of any such sale, lease or sublease.
Lessor may require Lessee to remove all proprietary data from the Equipment, holding Lessor and its assigns harmless if Lessee fails to do
so. Lessee will not make any claims against Lessor or the Equipment for trespass,damage or any other reason. The exercise of any of such
remedies shall not relieve Lessee of any other liabilities under any other Lease. Without limiting the foregoing, Lessor may take whatever
action, either at law or in equity, may appear necessary or desirable to enforce its rights under any Lease, or as a secured party in any or all
of the Equipment. No remedy of Lessor is intended to be exclusive and every such remedy, now or hereafter existing, at law or in equity, shall
be cumulative and shall be in addition to every other remedy given under a Lease. In the event that Lessor sells or otherwise liquidates the
Equipment following an Event of Default or an Event of Non-appropriation as herein provided and realizes net proceeds (after payment of
costs) in excess of total Lease Payments under the related Lease that would have been paid during the related scheduled Lease Term plus
any other amounts then due under the related Lease or Leases, Lessor shall immediately pay the amount of any such excess to Lessee.
18. PURCHASE OPTION. At the option of Lessee, and provided that no Event of Default or Event of Non-appropriation has occurred and/or
is continuing under any Lease, Lessor's interest in all, but not less than all, of the Equipment subject to a Lease will be transferred, conveyed
and assigned to Lessee,free and clear of any right or interest of Lessor,and such Lease shall terminate: (a)upon payment in full of all Lease
Payments under such Lease and all other amounts then due thereunder or(b)on any Lease Payment due date under such Lease, provided
that Lessee shall have delivered written notice at least 30 days prior to such date of Lessee's intention to purchase the Equipment subject to
such Lease pursuant to this provision, by paying to Lessor, in addition to the Lease Payment due on such date, an amount equal to the
purchase price (the "Purchase Price") shown for such Lease Payment due date in the payment schedule included in the applicable Lease.
Lessee hereby acknowledges that the Purchase Price under a Lease includes a prepayment premium.
19. RETURN OF EQUIPMENT. In the case of an Event of Default under a Lease or an Event of Non-appropriation by Lessee with respect to
a Lease in accordance with Section 6, Lessee will, at Lessee's sole cost and expense, immediately return the Equipment(including all copies
of any software free of any proprietary data), manuals, and accessories to any location and aboard any carrier Lessor may designate in the
continental United States. The Equipment must be properly packed for shipment in accordance with the manufacturer's recommendations or
specifications, freight prepaid and insured,and maintained in accordance with the terms of the related Lease. All Equipment must be free of
markings. Lessee will pay Lessor for any missing or defective parts or accessories. Lessee will continue to pay Lease Payments until the
Equipment is accepted by Lessor, which acceptance shall be deemed to occur fifteen (15) days after delivery unless Lessor rejects the
Equipment for good cause within such fifteen(15)day period. Notwithstanding anything in this Section 19 to the contrary, any amounts to be
paid by Lessee as provided in this Section 19 shall be payable solely from funds legally available for the purpose.
20. LESSEE'S REPRESENTATIONS AND WARRANTIES. Lessee hereby represents, covenants and warrants for the benefit of Lessor that
as of the date hereof and as of Commencement Date for each Lease, and throughout each Lease Term: (a) Lessee is a state or political
subdivision thereof within the meaning of Section 103 of the Internal Revenue Code of 1986, as amended (the "Code"); (b) Lessee is duly
organized and existing under the Constitution and laws of the state in which Lessee is located; (c)Lessee is authorized to enter into and carry
out its obligations under this Master Lease and each Lease and every other document required to be delivered in connection with this Master
Lease and a Lease; (d)this Master Lease and each Lease have been duly authorized, executed and delivered by Lessee in accordance with
all applicable laws,codes, ordinances, regulations, and policies;(e)any person signing the Master Lease and each Lease has the authority to
do so, is acting with the full express authorization of Lessee's governing body,and holds the office indicated below his or her signature,which
is genuine; (f)the Equipment is essential to the immediate performance of a governmental or proprietary function by Lessee within the scope
of Lessee's authority and shall be used during the Lease Term only by Lessee and only to perform such function; (g) Lessee intends to use
the Equipment for the entire Lease Term and shall take such action, in accordance with Section 6,to include in its annual budget request, for
submission to Lessee's governing body, any funds required to fulfill Lessee's obligations for each succeeding fiscal period during the
applicable Lease Term; (h) Lessee has complied fully with all applicable laws, codes, ordinances, regulations, and policies, governing open
meetings, competitive pricing and/or public bidding and appropriations required in connection with each Lease, the selection and acquisition
of the Equipment and the selection of Vendor; (i) all payments due and to become due during Lessee's current fiscal period under a Lease
are within the fiscal budget of such fiscal period, and are or will be included within an unrestricted and unencumbered appropriation currently
available for the lease/purchase of the Equipment under the related Lease; Q) Lessee shall not do or cause to be done any act which shall
cause, or by omission of any act allow, the interest portion of any Lease Payment to become includible in Lessor's gross income for Federal
income taxation purposes under the Code; (k) Lessee shall comply with the information reporting requirements of Section 149(e)of the Code
with respect to each Lease (such compliance shall include, but not be limited to, the execution of Form 8038-G or 8038-GC information
reporting returns as appropriate); (1)all financial information provided by Lessee is true and accurate and fairly represents Lessee's financial
condition; (m)Lessee has not for at least its most recent ten fiscal periods failed to appropriate or otherwise make available funds sufficient to
pay rental or other payments coming due under any lease purchase, installment sale or other similar agreement; (n) there is no litigation,
pending or threatened that would materially adversely affect the transactions contemplated by this Master Lease, any Lease or the financial
condition of Lessee; and (o) any and all Equipment that Lessee leases, purchases and/or acquires pursuant to this Master Lease and any
Lease hereunder is for Lessee's internal purposes only and Lessee is not and will not lease,purchase or acquire the Equipment for resale.
21. ASSIGNMENT. Lessor may, upon notice to Lessee but without Lessee's consent, sell, assign, or transfer from time to time Lessor's
rights, title, and interest under this Master Lease and/or any Lease or Leases or interest therein, including the right to receive Lease
Payments under a Lease and Lessor's security interest in the Equipment under a Lease and any related Escrow Agreement to one or more
assignees or subassignees (each, an "Assignee"). Lessee agrees that, upon such assignment, the Assignee will have the same rights and
benefits of Lessor under the terms of the related Lease. Lessee agrees that the rights of Assignee will not be subject to any claims,defenses,
or set-offs that Lessee may have against any Vendor. Upon notice to Lessee of such assignment, Lessee agrees to respond to any requests
about the related Lease and, if directed by Lessor, to pay Assignee all Lease Payments and other amounts due under such Lease. Lessee
hereby appoints Lessor as its agent to maintain a record of all assignments of each Lease in a form sufficient to comply with the registration
requirements of Section 149(a)of the Code and the regulations prescribed thereunder from time to time, and Lessor agrees to maintain such
registration record.
22. ADDITIONAL PAYMENTS. Lessor may, but is not obligated to, take on Lessee's behalf any action which Lessee fails to take as
required by any Lease, and Lessee shall pay any expenses incurred by Lessor in taking such action, which will be in addition to the Lease
Payments as set forth in the related Lease.
23. RELEASE AND INDEMNIFICATION. To the extent permitted by applicable state law and subject to Section 6, Lessee shall indemnify,
release, protect, hold harmless, save and defend Lessor from and against any and all liability, obligation, loss, claim, tax and damage
whatsoever, regardless of the cause thereof, and all costs and expenses in connection therewith(including,without limitation,attorneys'fees)
arising out of or resulting from (a) entering into this Master Lease and/or any Lease; (b) the ownership of any item of Equipment; (c) the
ordering, acquisition, use, installation, deployment, testing, operation, condition, purchase, delivery, rejection, storage or return of any item of
Equipment; (d) any damage to property or personal injury or death of any person in connection with the operation, use, installation,
deployment, testing, condition, possession, storage or return of any item of Equipment, or in connection with or resulting from Lessee's acts,
omissions, negligence, misconduct or breach of any provision of this Master Lease or any Lease(s) hereunder; and/or(e)the breach of any
covenant or any material representation of Lessee contained in this Master Lease or any Lease. The indemnification obligations set forth
herein shall continue in full force and effect notwithstanding the payment in full of all obligations under any Lease or the termination of the
Lease Term under any Lease for any reason.
24. MISCELLANEOUS. Each Lease, together with this Master Lease, contains the entire agreement of the parties regarding the subject
matter hereof which is limited to lease financing. TIME IS OF THE ESSENCE IN EACH LEASE. If a court of competent jurisdiction finds any
provision of any Lease to be unenforceable, the remaining terms of such Lease shall remain in full force and effect. Each Lease may be
simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument; provided, however, that only counterpart one of each Lease(including the terms and conditions of this Master Lease incorporated
therein by reference) shall constitute the original for such Lease for purposes of the sale or transfer of such Lease as chattel paper.
References herein to "Lessor" shall be deemed to include each of its Assignees from and after the effective date of each assignment;
references herein to"Lessor"shall not refer to Apple Inc. in its capacity as a Vendor or in any capacity other than as a lessor hereunder. The
captions or heading in this Master Lease and in each Lease are for convenience only and in no way define, limit or describe the scope or
intent of any provisions. This Master Lease and each Lease will be governed by the laws of the state where Lessee is located without regard
to the conflict of law principles thereof. Lessor and Lessee both intend to comply with all applicable laws. If it is determined that Lessee's
payments under the Lease result in an interest payment higher than allowed by applicable law, then any excess interest collected will be
applied to the repayment of principal, and interest will be charged at the highest rate allowed by law.
25. NOTICES. All written notices under any Lease must be sent by certified mail or recognized overnight delivery service, postage prepaid,
to the addresses as stated on each Lease,or by facsimile transmission,with written confirmation of receipt.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS MASTER LEASE AND EACH LEASE SHOULD BE READ CAREFULLY
BECAUSE ONLY THOSE TERMS IN WRITING ARE ENFORCEABLE. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN
THIS MASTER LEASE OR A LEASE MAY NOT BE LEGALLY ENFORCED. THE TERMS OF THIS MASTER LEASE OR A LEASE MAY
ONLY BE CHANGED BY ANOTHER WRITTEN AGREEMENT BETWEEN THE PARTIES. EXCEPT FOR AN EVENT OF NON-
APPROPRIATION, EACH LEASE IS NOT CANCELABLE BY LESSEE.
LESSOR: APPLE, INC. LESSEE: TOWN OF WESTLAKE
2600 J T OTTINGER RD,WESTLAKE,TX 76262
BY: BY: m ?
PRINT NAME: PRINT NAME: Amps L. GlymNr
TITLE: TITLE: �uini��clint
FED TAX ID#: 7�'Zu�Ig3s7
Amendment to Master Lease Purchase Agreement
(Texas Governmental Entity as Lessee)
Amendment to that certain Master Lease Purchase Agreement No.7994319 dated ,20-&—(`Agreement'),by and between APPLE,INC.,as Lessor,
and TOWN OF WESTLAKE as Lessee.
All capitalized terms used in this Amendment which are not otherwise defined herein shall have the meanings given to such terms in the Agreement. Lessor and
Lessee have agreed to amend the Agreement as follows:
1. Section 6 of the Agreement is deleted in its entirety and the following is inserted in its place:
Non-Appropriation of Funds. Lessee intends to remit all Lease Payments and other payments to Lessor for the full Lease Term if funds
are legally available. In the event Lessee is not granted an appropriation of funds at any time during the Lease Term for the Equipment subject
to the Lease and the non-appropriation did not result from an act or omission by Lessee,Lessee shall have the right to return the Equipment in
accordance with Section 19 of the Agreement and terminate the Lease on the last day of the fiscal period for which appropriations were
received without penalty or expense to Lessee,except as to the portion of Lease Payments for which funds shall have been appropriated and
budgeted. At least thirty(30)days prior to the end of your fiscal year,your chief executive officer(or legal counsel)shall certify in writing
that(a)funds have not been appropriated for the fiscal period and(b)such non-appropriation did not result from any act or failure to act by
Lessee.
2. Subsection(g)of Section 20 of the Agreement is deleted in its entirety.
Except as specifically amended by this Amendment,all of the other terms set forth in the Agreement shall remain in full force and effect.
This Amendment is hereby signed by duly authorized representatives of Lessor and Lessee as of the date of the Agreement.
LESSOR: APPLE,INC. LESSEE: TOWN OF WESTLAKE
BY: BY:
NAME: NAME: flfJl*QS G• �ryn,cr
TITLE: TITLE:
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Contact Information
Primary contact: P ire/'
Phone: 6517) q,?0--..750
Fax: 1-190-5777
Email: %PoWet @ GJe.5 14 ke amd!rq. j
Secondary contact: &v 00,—b-0.
Phone: (S 17) *0 -S751
Fax: (917) 1-190-5777
Email: I-Vorkmun @ /, eWake oee,de l-0j,
Contacts during summer break
Primary contact: �unte as abov-
Phone:
Fax:
Email:
Secondary contact: �el01 p- qs C7 0C/-c
Phone:
Fax:
Email:
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NOTICE OF ACKNOWLEDGEMENT OF ASSIGNMENT
Dated O b, 1,2016
APPLE.INC.("Assignor")hereby gives notice that Assignor assigned to WELLS FARGO VENDOR FINANCIAL SERVICES,LLC("Assignee")all of its
rights in and to Lease Schedule No. 001 (the"Lease")to the Master Lease Purchase Agreement 7994319 dated 20&by and between Assignor and
TOWN OF WESTLAKE DBA WESTLAKE ACADEMY("Lessee").
Assignor hereby requests,and instructs Lessee,that all rental payments and other amounts coming due pursuant to the Lease on and after the date hereof are
payable to and should be remitted to Assignee as directed by invoices.
Lessee's questions related to the administration of the Lease and billing should be referred to Assignee as follows:
WELLS FARGO VENDOR FINANCIAL SERVICES,LLC
P.O.Box 3083
Cedar Rapids,IA 52406-9890
Telephone(800)633-3980
Attn: Customer Service
The Federal Tax Identification Number of WELLS FARGO VENDOR FINANCIAL SERVICES,LLC is 94-1686094.
Lessee hereby acknowledges the effect of and consents to the Assignment and absolutely and unconditionally agrees to deliver all rental payments and other
amounts coming due under the Lease in accordance with terms thereof to Assignee. Assignor and Lessee agree that,notwithstanding any provisions of the
Lease or any other agreement to the contrary,in the event of default under the Lease(1)Lessor may accelerate only the rentals and other amounts due in the
fiscal period in which the default occurred and Lessee is required to pay such amounts subject to legally available funds and(2)all leases subject to the
Master Lease Purchase Agreement owned by Assignee or its affiliates and all agreements between Lessee and Assignee or its affiliates shall be in default but
a default under another lease subject to the Master Lease Purchase Agreement not owned by Assignee or any of its affiliates shall have no impact on the
Lease or any other agreement between the Lessee and Assignee or its affiliates.
Lessee agrees that(1)Assignee shall not have any of the obligations or liabilities of Assignor,(2)Assignee shall have all rights of Lessor under the
Lease, including but not limited to all the rights to issue or receive all notices and reports,to give all consents,to receive title to the equipment,to
declare a default and to exercise all remedies thereunder,and(3)Lessee shall pay Assignee all rents and other amounts due under the Lease as and
when due,without deduction or offset,notwithstanding any claim Lessee may have against Assignor,or relative to the equipment,or any other claim
of Lessee arising prior to the Assignment.
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EXHIBIT A
Master Lease Purchase Agreement # 7994319
Lease Schedule # 001
LESSOR: APPLE, INC. LESSEE: TOWN OF WESTLAKE DBA WESTLAKE
300 E.JOHN CARPENTER FWY#204 ACADEMY
IRVING,TX.76062 2600 J T OTTINGER RD
WESTLAKE,TX 76262
EQUIPMENT SCHEDULE
Equipment Description
Personal computers electronic devices, servers, and networking equipment with a value not to exceed $482,425.00 as such
equipment is more particularly described in invoices presented to Apple, Inc., as Lessor, and accepted by Lessee, which
descriptions are incorporated herein by reference. Final Rental payment will be amended, if necessary, determined by final
equipment payment by Lessor as determined by the effective interest rate stated below.
TRANSACTION TERMS: TRANSACTION SUMMARY
#OF RENTS:3 @$166,039.71 (net of applicable taxes) New Apple Equipment
PAYABLE:Annual in Advance due 9/1/2016;9/1/2017;9/1/2018 Cost: $ 482,425.00
Lease Discount: $ 8,124.95
LEASE TERM:36 Months LEASE RATE: 0.35007 Total Cost to Lessor's
Promotional Interest Rate based on Equipment Cost:2.90% Assignee: $ 474,300.05
Effective Interest Rate based on Total Cost to Lessor's Assignee:4.49%
EQUIPMENT PURCHASE OPTION AT END OF LEASE TERM:$1 Out Purchase Option
Equipment Location(if different from Lessee address above):
Lessee Contact/Telephone: Jason Power
THIS SCHEDULE INCORPORATES ALL OF THE TERMS AND CONDITIONS IN THE MASTER LEASE PURCHASE AGREEMENT
IDENTIFIED ABOVE.
IMPORTANT: READ BEFORE SIGNING. THE TERMS OF THIS SCHEDULE SHOULD BE READ CAREFULLY BECAUSE ONLY
THOSE TERMS IN WRITING ARE ENFORCEABLE. THIS SCHEDULE INCORPORATES THE TERMS OF THE ABOVE IDENTIFIED
MASTER LEASE PURCHASE AGREEMENT. TERMS OR ORAL PROMISES WHICH ARE NOT CONTAINED IN THIS WRITTEN
SCHEDULE OR THE MASTER LEASE PURCHASE AGREEMENT MAY NOT BE LEGALLY ENFORCED. YOU MAY CHANGE THE
TERMS OF THIS SCHEDULE ONLY BY ANOTHER WRITTEN AGREEMENT BETWEEN YOU AND US. YOU AGREE TO COMPLY
WITH THE TERMS AND CONDITIONS OF THIS SCHEDULE. YOU AGREE THAT THE EQUIPMENT WILL BE USED FOR BUSINESS
PURPOSES ONLY AND NOT FOR PERSONAL,FAMILY OR HOUSEHOLD PURPOSES.
YOU CERTIFY THAT ALL THE INFORMATION GIVEN IN THIS SCHEDULE AND YOUR APPLICATION WAS CORRECT AND
COMPLETE WHEN THIS SCHEDULE WAS SIGNED. THIS SCHEDULE IS NOT BINDING UPON US OR EFFECTIVE UNTIL AND
UNLESS WE EXECUTE THIS SCHEDULE.
ACCEPTED BY PROPOSED BY.•
LESSOR: APPLE,INC. LESSEE: TOWN OF WESTLAKE DBA WESTLAKE
ACADEMY
BY: BY:
PRINT NAME: PRINT NAME: oroas M2f
TITLE: TITLE: pert`.��es+t/e,1 f
DATE: DATE: / j3 ZDIG FED TAX ID#: 75-2` "1?3.S 7
AE Public SWIM 7/2015 7994319001 Manual 3-2090613217
CERTIFICATE OF INCUMBENCY
Lessor:Apple,Inc.
Lease(s)No.7994319001
The undersigned hereby certifies that(i)he/she is the duly elected,qualified and acting Board Secretary of TOWN
OF WESTLAKE("District"),and in such capacity the Custodian of the district records and(ii)the following person(s)
are/is the duly elected, qualified and acting officer of said District holding the office indicated opposite his/her
respective name and the signature appearing opposite his/her respective name is the genuine signature of such person
and (iii) he/she is duly empowered and authorized on behalf of the District to negotiate, procure and execute such
contracts,agreements and other documents as are necessary in his/her opinion to do business with the Lessor.
-
Printed Name Office, Signature
IN WITNESS WHEREOF,I have hereunto subscribed my name and affixed the seal of this District this
day of 4 -Cunt,
Board Secrete ignature Printed N* e
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Essential Use Audit(}
Lessee Contact Name/Position In 5 on 800,61 of ZT Phone Number: (yj 7)g90-5750
1) Please clarify legal name of proposed lessee? --i(Lr Of L_es r&k, 13J3/# We-0141rt /—citen�/
2) Is any equipment to be leased replacing any existing equipment? [vf Yes [ ]No (If No,proceed to question 3)
What percentage of the equipment to be leased is replacement? /O o
How long was the existing equipment in use? [vf 1-3 yrs [ ]3-5 yrs [ ]5+yrs
Why is the existing equipment being replaced? I)Ay rode
What will be done with the replaced equipment? �hi at / b y yuf
3) For what purpose is the equipment being acquired?(Provide detail if possible.)
[ ducational Use (Such as Schools or Universities)
[ ]Administrative Use (Such as State or County Offices)
[ ]Outdoor Use (Such as Golf Course or Public Common Areas)
[ ]Other Use
4) Was the equipment/lease placed for competitive bid? ( ]Yes [vf No
If No,why was a bid not required?
[vf Covered under state contract(Contract name and#
[ ]Size of transaction does not require competitive bid(What documentation 1
[ ]Transaction exempt from bidding process pursuant to current statutes(statute# 1
(Please attach copy of statute if available)
[ ]Other
5) What is the source of funds for repayment of this obligation?
[ ] Local Property Taxes
[vr State Unrestricted Revenues
[ ] Federal Financial Assistance
[ ) Chapter I
[ ] Chapter H
[ ) Other
[ ] Other
6) Are the funds to be used for repayment of this obligation appropriated and encumbered in an approved budget? [vf Yes [ ]No
If No,why is the obligation not included in an approved budget?
TAj.5 15W.)rlt3 nnwoi4a -{e na(oqv inih`aRoes MT,222ed § oorit
error hods
7) Why do you expect funds to continue to be appropriated in the future for repayment of this obligation?
&fe #b
To the best of your knowledge,have you ever non-appropriated funds in the past? [ ]Yes [,No
If Yes,please provide details
8) Will a Purchase Order be issued for this transaction?
9) Is a Purchase Order#required on the Invoice for prompt payment? S
Completed By: t4W/. d Me f Pm�;s44iae 5,v'cej �r�Gf WooCl
ignature Title Printed Name Phone
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EXHIBIT B
AFS Education Finance
CERTIFICATE OF ACCEPTANCE
AGREEMENT# 7994319001
LESSEE: TOWN OF WESTLAKE LESSOR: APPLE,INC.
DBA WESTLAKE ACADEMY 300 E.JOHN CARPENTER FWY
2600 J T OTTINGER RD SUITE 204
WESTLAKE,TX 76262 IRVING,TX.75062
QUANTITY EQUIPMENT MODEL&DESCRIPTION SERIAL NUMBER
See related packing slips and/or Apple Inc.invoices.
THE UNDERSIGNED,THROUGH ITS AUTHORIZED REPRESENTATIVE,CERTIFIES TO WELLS FARGO
VENDOR FINANCIAL SERVICES,LLC,THAT:
LTHE EQUIPMENT HAS BEEN DELIVERED TO THE LOCATION WHERE IT WILL BE USED,WHICH IS
THE EQUIPMENT LOCATION GIVEN IN THE LEASE.
2.THE EQUIPMENT HAS BEEN INSPECTED AND IT IS(a)COMPLETE,(b)PROPERLY INSTALLED,(c)
FUNCTIONING,AND(d)IN GOOD ORDER.
3.THE UNDERSIGNED ACCEPTS THE EQUIPMENT FOR ALL PURPOSES UNDER THE LEASE AS OF THE
DATE OF THIS CERTIFICATE,WHICH IS THE DATE ON WHICH THE EQUIPMENT WAS DELIVERED
AND INSTALLED.
4.THE UNDERSIGNED IS NOT IN DEFAULT UNDER THE LEASE,AND ALL ITS STATEMENTS AND
PROMISES IN THE LEASE ARE TRUE.
5.YOU ARE IN THE PROCESS OF REMITING THE ADVANCE RENT DUE UNDER THE LEASE;THE
EXPECTED DAY THE ADVANCE RENT WILL BE ISSUED IS
LESSEE: TOWN OF WESTLAKE
DBA WESTLAKE ACADEMY
By:
Title:
Date:
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EXHIBIT E
LEASE PAYMENT INSTRUCTIONS
AFS EDUCATION FINANCE
INVOICE
Remit Payment To:
Apple,Inc.c/o Apple Financial Services
Attn:Contracts
300 E.John Carpenter Fwy#204
Irving,TX.75062
BILLING ID CUSTOMER NO CUSTOMER SERVICE
7994319001 319-841-7978
INVOICE INVOICE DATE DUE DATE TOTAL DUE
ADV7994319001 June 10,2016 9/1/2016 $166,039.71
SOLD TO:
TOWN OF WESTLAKE DBA WESTLAKE ACADEMY
JASON POWER
2600 J T OTTINGER RD
WESTLAKE,TX 76262
ACCOUNT DUE DATE DESCRIPTION AMOUNT
7994319001 9/1/2016 Advanced Lease Payment $166,039.71
***Please return your payment with this invoice. Your payment is due at the time of lease commencement.***
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(School or District Letterhead)
Date:
Apple, Inc.
Attn: Jayne Adams-Griffin
300 E. John Carpenter Fwy Suite 204
Irving, TX. 75062
Dear Jayne Adams-Griffin,
TOWN OF WESTLAKE DBA WESTLAKE ACADEMY will accept partial shipment of the computer
equipment as described on our PO # . Upon delivery of the
partial shipment, we will sign the certificate of acceptance and commence the lease based on the equipment that
has been delivered. We understand our lease payment will start lower than what is reflected on our contract
based on the partial shipment. When the remainder of the equipment is delivered, you may add those invoices to
the lease total and adjust our lease payment accordingly.
Sincerely,
(Signer of the lease with Title)
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APPLE CONFIDENTIAL
June 14,2016
Westlake Academy
Attention:Jason Power,Director of Information Technology
2600 JT Ottinger Road
Westlake,TX 76262
RE:Apple Sole Source Letter
Dear Jason,
The purpose of this Apple Sole Source Letter is to inform you and your organization that Apple Inc.("Apple")is the
sole source provider of Apple Products and certain Exclusive products to your organization.
"Apple Products"refers to Services,CTO Products,hardware products,and software products manufactured,
distributed,or licensed under the Apple brand name that an Apple customer has paid to acquire or has properly
licensed from Apple for its own use,but excluding any third party software and all other third party products.
"Services"means collectively,the standard,price-listed services,support,and/or training products sold under the
Apple brand name."Configure-To-Order Products"or"CTO Products"means Products that Apple modifies from its
standard configurations and that are available to an Apple customer only by special order.From time to time
Apple also carries an assortment of third party products models that are exclusively sold by Apple to direct Apple
customers. "Exclusive"products refer to products that compliment Apple-branded products that only Apple has a
license to resell.
Pursuant to the terms of their Agreements with Apple,Apple Authorized Resellers in the United States are
prohibited from selling Apple Products to private or public educational institutions like yours.Certain Apple
authorized cellular phone carriers/providers("Carriers"),including AT&T,Verizon,and Sprint,are authorized by
Apple to sell the iPhone or iPad to educational institutions.
Aside from the above exceptions,Apple has no present intention to utilize agents and has not authorized any
Apple Authorized Reseller,other than Apple authorized Carriers,to sell Apple Products to your organization.Apple
will continue to have a direct sales and purchasing relationship with your organization,and will continue to be
your sole source for all of the Apple Products.
Sincerely,
Apple Inc.
US Bids and Sales Contracts Management
Affidavit
Apple has carefully reviewed the Texas Education Code, Subchapter B.,Sec.44.031 and certifies that it meets and
complies with Section (j) and (k). Apple is the sole source provider of the following item(s) or product(s): various
computer products and related services.
Before me, the undersigned official, on this day, personally appeared Matt Baker person
known to me to be the person whose signature appears below, who after being duly sworn upon his oath
deposed and said: My name is Matt Baker . I am over the age of 18, have never been
convicted of a crime,and am competent to make this affidavit. I am an authorized representative of Apple Inc.
Subscribed and sworn to before me on this 15th day of June 2016
Notary Publichi '
Print Name Lori J. Dal aya
My Commission Expires 3/5/20
<"" LORI DALLAVA
My Notary ID#124848371
Expires March 5,2020
SCC_US_18February2015
Form 8038-G Information Return for Tax-Exempt Governmental Obligations
►Under Internal Revenue Code section 149 e
{Rev.September 2011} ►See separate instructions. I , OMB No.1545-0720
Department of the Treasury Internal Revenue Service Caution:If the issue price is under$100,000,use Form 8038-GC.
Reporting Authority If Amended Return,check here ► ❑
1 Issuer's name 2 Issuer's employer identification number(EIN)
Town of Westlake 75-2449357
3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a
4 Number and street(or P.O,box if mail is not delivered to street address) Roomisuite 5 Report number(For IRS Use Only)
1301 Solana Blvd.,Building 4 4202 3
6 City,town,or post office,state,and ZIP code 7 Date of issue
Westlake,TX 76262 09/01/2016
8 Name of issue 9 CUSIP number
Lease Purchase Agreement#7994319 None
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(see 10b Telephone number of officer or other
instructions) employee shown on 10a
Debbie Piper 817-490-5712
Type of Issue(enter the issue price).See the instructions and attach schedule.
11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 474,300 00
12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . 12 _
13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . 15
16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
18 Other.Describe ► 18
19 If obligations are TANS or RANs,check only box 19a . . . . . . . . . . . . . ► ❑
If obligations are BANS,check only box 19b . . . . . . . . . . . . . . . . ► ❑
20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . ►
Description of Obligations. Complete for the entire issue for which this form is being filed. .
}
(a)Final maturity date (b)Issue price (c)Stated redemption (d)Weighted
price at maturity average maturity (e)Yield
21 09/01/2019 $ 474,300.00 NIA 3 years 4.49 %
Uses of Proceeds of Bond Issue(including underwriters'discount) AIIA
22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . 22
23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . 23
24 Proceeds used for bond issuance costs(including underwriters'discount) . 24
25 Proceeds used for credit enhancement . . . . . . . . . . . . 25
27
26 Proceeds allocated to reasonably required reserve or replacement fund . 26
27 Proceeds used to currently refund prior issues . . . . . . . . .
28 Proceeds used to advance refund prior issues . . . . . . . . . 28
29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . 29
30 Nonrefunding proceeds of the issue(subtract line 29 from line 23 and enter amount here) 30
Description of Refunded Bonds.Complete this part only for refunding bonds.
31 Enter the remaining weighted average maturity of the bonds to be currently refunded . . . . ► years
32 Enter the remaining weighted average maturity of the bonds to be advance refunded . . . . ► years
33 Enter the last date on which the refunded bonds will be called(MM/DD/YYYY) . . . . . . ►
34 Enter the date(s)the refunded bonds were issued►(MM/DD/YYYY)
For Paperwork Reduction Act Notice,see separate instructions. Cat.No.63773S Form 8038-G(Rev.9-2011)
Form 8038-G(Rev.9-2011) Page 2
Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . 35
36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract
7
(GIC)(see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . 36a
b Enter the final maturity date of the GIC►
c Enter the name of the GIC provider►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans
to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . 37
38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► ❑and enter the following information:
b Enter the date of the master pool obligation►
c Enter the EIN of the issuer of the master pool obligation►
d Enter the name of the issuer of the master pool obligation►
39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(III)(small issuer exception),check box . . . . ► ❑
40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box . . . . . . . . . . . . . ► ❑
41a If the issuer has identified a hedge,check here► ❑ and enter the following information:
b Name of hedge provider►
c Type of hedge►
d Term of hedge►
42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . . . . . ► ❑
43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated
according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . ► ❑
44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . ► ❑
45a If some portion of the proceeds was used to reimburse expenditures,check here► ❑ and enter the amount
of reimbursement . . . . . . . . . ►
b Enter the date the official intent was adopted►
Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge
Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to
and process this return,to tPa7prscn that I have authorized above.
Consent ' L -Z-0 -:i Debbie Piper,Dir.of Finance
Signature of issuer's authorize representative Date Type or print name and title
Paid Print/Type preparer's name Preparer's signature Date Check ❑ if PTIN
Preparer I self-employed
Use Only Firm's name ► Firm's EIN ►
rFirFirm's address ► Phone no.
Form 8038-G(Rev.9-2011)
WA 01-339(Back)
s};Vz ",r (Rev.4-13/8)
Texas Sales and Use Tax Exemption Certification
This certificate does not require a number to be valid
Name of purchaser,firm or agency
Town of Westlake DBA Westlake Academy Tax IN 75-2449357
Address(Street&number,P.O.BoxorRoute number) Phone(Area code and number)
2600 JT Ottinger Road 817-490-5757
City,State,ZIP code
Westlake,TX 76262
I,the purchaser named above, claim an exemption from payment of sales and use taxes(for the purchase of taxable
items described below or on the attached order or invoice) from:
Seller: Apple Inc c/o Apple Financial Services
Street address: 300 E.John Carpenter Freeway#204 City, State,ZIP code: Irving,TX 75062
Description of items to be purchased or on the attached order or invoice:
Lease of 1020 iPad Air 2 Tablets Cases Setyp Support Deployment
Purchaser claims this exemption for the following reason:
Government/Educational
I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with
the provisions of the Tax Code and/or all applicable law.
l understand thatitis a criminal offense togive an exemption certificate to the sellerfortaxable items that/know,at the time of purchase,
will be used in a manner other than thatexpressed in this certificate,and depending on the amountof taxevaded,the offense may range
from a Class C misdemeanor to a felony of the second degree.
Purchas r Title Date
sign
e e a ✓ Dir. of NR &Administrative Services 6/20/2016
NOTE: This certificate cannot be issued for the purchase, lease, or rental of a motor vehicle.
THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID.
Sales and Use Tax "Exemption Numbers"or"Tax Exempt" Numbers do not exist.
This certificate should be furnished to the supplier.
Do not send the completed certificate to the Comptroller of Public Accounts.
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-413698
Apple Inc.
Cupertino, CA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/11/2018
being filed.
Westlake Academy Date Acknowledged:
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
2016
Pad Air 2 Lease
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Apple Financial Services Cupertino, CA United States X
Levinson,Arthur Cupertino, CA United States X
Bell, James Cupertino, CA United States X
Cook,Tim Cupertino, CA United States X
Gore,Albert Cupertino, CA United States X
Iger, Robert Cupertino, CA United States X
Jung, Andrea Cupertino, CA United States X
Sugar, Ronald Cupertino, CA United States X
Wagner, Susan Cupertino, CA United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is Lori J. Dallava and my date of birth is Not Applicable
My address is 12545 Riata Vista Circle MS 581-BID , Austin TX , 78727 USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Travis County, State of Texas on the 11th day of fir,20-1-8_.
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2018-413698
Apple Inc.
Cupertino, CA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/11/2018
being filed.
Westlake Academy Date Acknowledged:
10/11/2018
g Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a
description of the services,goods,or other property to be provided under the contract.
2016
Pad Air 2 Lease
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
Apple Financial Services Cupertino, CA United States X
Levinson,Arthur Cupertino, CA United States X
Bell, James Cupertino, CA United States X
Cook,Tim Cupertino, CA United States X
Gore,Albert Cupertino, CA United States X
Iger, Robert Cupertino, CA United States X
Jung, Andrea Cupertino, CA United States X
Sugar, Ronald Cupertino, CA United States X
Wagner, Susan Cupertino, CA United States X
5 Check only if there is NO Interested Party. ❑
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of ,20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.6711