HomeMy WebLinkAboutRes 14-09 WA VAR Lease for iPads WESTLAKE ACADEMY
SOLUTION 14-09
A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES
AUTHORIZING THE SUPERINTENDENT TO ENTER INTO A LEASE AGREEMENT
WITH VAR RESOURCES, INC., 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-10; 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, DE 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 VAR
Resources, Inc., 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 14-09
Page 1 of 2
SECTION 4e That this resolution shall become effective from and after its date of
passage.
PASSED AND APPROVED ON THIS 2nd DAB' OF June 2014.
Laura Wheat, President
ATTEST:
3'Fe7w:
Kelly Edw4s, Board Secretary Thomas E. Brymer Su rintendent
APPROVED AS TO FORM:
Janet Bubert or L. Stanton Lowry,
SchoohAttorney
Resolution 14-09
Page 2 of 2
May 28, 2014
Westlake Academy
3 Village Cir Ste 202
Westlake, TX 76262-7940
RE: Application #813618
Dear Jason Power:
Thank you for the opportunity to provide leasing/financing to Westlake Academy. Enclosed are the lease
documents for the equipment and/or software that you wish to acquire from CDW.
Please sign and overnight the enclosed documents(See#7 below) to 2330 Interstate 30, Mesquite, TX 75150.
Please do not fill in the commencement date on Exhibit A. This date is determined when the lease funds.
Please use the following as your checklist:
1. All "Lease Documents" MUST be signed and initialed where applicable by:
a. Corporations: Corporate Level, President,VP, Corporate Secretary/Treasurer, Controller,
Director of Finance, Director of IT, Director of Operations
b. Limited Liability Company: Managing Member/Managing Director
c. Partnership: Partner/General Partner
d. Limited Partnership: General Partner/Managing Partner/Managing Member
e. Sole Proprietorship: Owner
2. Copy of Drivers License(s) - Please provide a copy of the drivers'license for the document signer-
for the purpose of signature verification. The same person must sign all the documents
3. A check payable to VAR Resources, Inc.from the account of Westlake Academy in the amount of
0.00.
4. The Federal Tax ID No. for Westlake Academy is x �
5. Evidence of property insurance covering the leased equipment and naming VAR Resources, Inc.,
its successors and assigns, as loss payee and additional insured. An insurance authorization letter is
attached. Please provide us with your agent information and return with the documents.
6. PLEASE DO NOT USE WHITE-OUT or MAKE ANY CROSS OUTS ON ANY DOCUMENT.
ELECTRONIC OR STAMPED SIGNATURES WILL NOT BE ACCEPTED. WE CANNOT ACCEPT
DOUBLE SIDED DOCUMENTS. Please print each page of the document set as a single page.
7. Please reply to this email with a copy of your scanned signed documents so that we can check
your documents before you overnight them. PLEASE DO NOT SEND YOUR DOCUMENTS VIA
THE US POSTAL SERVICE. ONCE WE RECEIVE A COPY OF YOUR SCANNED DOCUMENTS WE
WILL EMAIL A UPS LABEL TO YOU SO THAT YOU CAN RETURN THE ORIGINALS TO US.
If you cannot scan the documents please fax a signed copy to fax#972-755-8210.
8. ACH Required X
9. Other Requirements:Non Appropriations Addendum and Attorney Opinion Letter
If you have any questions, please feel free to call me at(800)347-0628.
Sincerely,
Dianne Sheeley
National Account Manager
VAR Resources, Inc.
Addendum t® Purchase Order and Conditions of Credit Approval
To: Westlake Academy
From: VAR Resources, Inc.
Approval Date: 05/09/14 Expiration Date: 07108/14
Approval Amount: $239,009.46
Westlake Academy ("Customer")understands and agrees that VAR Resources, Inc. ("Lessor")will issue a
Purchase Order(s)to the vendor(s)listed below for the product described in the lease or any schedule(s)
attached to the lease(the"Product") pursuant to Customer's specific request. If for any reason within 10 days
from the date of delivery by Vendor(s) of the product covered by the Purchase Order(the"Product") Customer:
(i)fails to execute any required lease documents;(ii)does not provide Lessor with (a)written notice of
acceptance of the delivered Product, (b)notice that it has returned some or all of the delivered Product only
after Vendor(s)has provided written approval in advance of the return or(c) instructions to pay Vendor(s)for the
Product; (iii)for any reason decides not to proceed with the lease; or(iv)for any reason defaults on the lease,
then the Product shall be deemed accepted by Customer and Vendor(s)shall have recourse directly from
Customer for immediate payment in full with respect to the Product, including, without limitation attorneys'fees
and costs of collection, and customer indemnifies and holds Lessor harmless against all payment claims from
the following vendor(s) : CDW; Apple, Inc. .
CDW 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 on
07/08/14 as stated above. In the event of approval expiration or revocation, Westlake Academy 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
2600 J T Ottinger Rd ,Westlake, TX 76262-8012 you agree to pay cash to vendor(s)directly and the lease is
considered void.
Agreed to and accepted this day of 5WY, , , 20AAr
Customer:Westlake Academy
By:
Print Name: s aTt ;.
.:
i
Title: €
VAR Resources, Inc.
2330 Interstate 30
Mesquite, TX 75150
972-755-8200
FAX 972-755-8210
DATE: May 28, 2014
Submission #.213869
Westlake Academy
AMOUNT DUE AT SIGNING OF LEASE AGREEMENT
Documentation Fee (if applicable) .................. $0.00
Deposit Due..................................................... $0.00
TotalDue........................................................ $0-0-0
*Deposits are held until such time as the lease is commenced. Upon lease commencement deposits will be applied to
the first and last payments under the lease contract. The lease will commence upon sending of the first invoice and
not before.
PLEASE MAKE CHECK PAYABLE TO: VAR Resources, Inc.
CHECK MUST BE DRAWN ON THE BUSINESS CHECKING ACCOUNT OF:
Westlake Aodem
y
MONEY ORDERS CANNOT BE ACCEPTED. PLEASE BE ADVISED THAT INCLUDED IN THE FIRST
MONTHLY INVOICE THAT YOU RECEIVE ON YOUR LEASE YOU WILL BE BILLED FOR THE
APPLICABLE TAXES THAT WERE NOT COLLECTED UPFRONT. AS WELL, YOU MAY BE CHARGED A
ONE TIME DOCUMENTATION FEE TO COVER ADMINISTRATIVE COSTS RELATED TO THE
DOCUMENTATION PROCESS AND PUBLIC FILINGS PER THE TERMS IN YOUR LEASE DOCUMENTS
AND YOU WILL ALSO BE CHARGED A ONE TIME UCC FILING FEE.
THANK YOU.
THIS IS A NON-CANCELABLE,
Master Lease A eemTnt LEGALLY BINDING CONTRACT
Master Lease Number: 3^
Lessee(Leasing Customer)—Use exact reglsta ednams a corp.,LLC or LP Lessee's Chief Executive Office—Street city
Westlake Academy 3 Village Cir Ste 202 Westlake
Tax ID# State County Zip Code Lessee's Telephone
76262- 1 t
t G i t i -✓ ( TX 7940 �� 1
In this Master Lease Agreement(`Master Agreement"),the words"You"and"Your"mean the Lessee named above. "We,""Us""Our"and"Lessor"mean VAR Resources,
Inc. "Schedule"means the form of lease schedule attached hereto as Exhibit A. "Supplier'means the equipment supplier supplying the Equipment(defined below)leased
under a Schedule. This MIssfar Agroarrient,together wfth sech Schedule entered Into pursuant hereto and the related and supporting doeu"wils entered IMb directly
tatth Us in conneertan wft She fransadbn rdproseettod In a Schedule(10ther Docu 'ry represent frig flnai and only agreement You and Us regarding
Me isesing of the Equipment idarmtfed In such Schedule and may not be contradicted by evidence of prior,contemporaneous or subsequent oral a
There are no uniiiirMen oral agreentents between You and Us. Niftsir this Aftsilar Ag t nos any Scha dui nmy be changed except by a wilterr agrowitionit
between You and Us. Other agreements not stied In IhIs Moster Agreemer4 Schedules and Other Documents(Induding those canffiIned In any purchase
agreement or order bethown You and the Supply)are not binding on Us.
1. LEASE OF EQUIPMENT,Each Schedule executed by You represents your agreement to lease from Us the equipment listed therein(together with all existing and future
accessories,embedded software programs,attachments,replacements,additions and repairs)(the"Equipment"),upon the terms slated in such Schedule and this Master
Agreement.Each Schedule shall be substantially in the form of Exhibit A and shall be deemed to be a separate lease transaction(a"Lease")between You and Us.In the
event of any conflict between the provisions of this Master Agreement and the provisions of any Schedule,the provisions of the Schedule shall control.You promise to pay to Us
the Lease Payments shown on each Schedule in accordance with the payment schedule set forth therein,plus all other amounts stated herein and therein.Each Schedule is
binding on You as of the date You sign it.After You sign a Schedule,We may(1)insert the Lease number thereon and any other information missing in such Schedule,and(ii)
change the Lease Payment amount by not more than 15%due to a change in the Equipment configuration,cost or tax amount,or a payment miscalculation.No Schedule is
binding on Us until We sign it.If You are other than a sole proprietorship,Your signature on this Master Agreement and on each Schedule constitutes Your representation that
the execution and delivery by You of this Master Agreement,the Schedule and the Other Documents,and the performance of Your obligations hereunder and thereunder,have
been authorized by all necessary company action,and that the person(s)signing this Master Agreement,the Schedule and the Other Documents has been duly authorized to
do so.
2.UNCONDITIONAL OSUGtATTON TO PERFORA,With respect to each Schedule,You agree that:(a)You,not We,selected the Equipment and the Supplier,(b)We
are a separate company from the Supplier, manufacturer and any other vendor(collectively,"Vendors"),the Vendors are NOT Our agents,and no statement,
representation or warranty by any Vendor is binding on Us, (c) Your duty to perform Your obligations under the Master Agreement and the Schedule is
unconditional despite any equipment failure,the existence of any law restricting the use of the Equipment,or any other adverse condition whatsoever,(d)if You are
a party to any maintenance,service,supplies or other contract with any Vendor,We are NOT a party thereto,such contract Is NOT part of any Lease(even though
We may,as a convenience to You and a Vendor,bill and collect monies owed by You to such Vendor),and no breach by any Vendor will excuse You from fully
performing Your payment and other obligations to Us,and(e)if the Equipment is unsatisfactory or if any Vendor fails to provide any service or maintenance or
fulfill any other obligation to You,You shall not make any claim against Us and shall continue to perform your payment and other obligations to Us.
3.ORIGINAL TERM;END OF TERM OPTIONS;RENEWAL PROVISIONS. The original term of each Lease represented by a Schedule will begin on a date designated by Us
after We accept such Schedule(the"Commencement Date")and will continue for the number of months shown in the Schedule("Original Term"), As used herein,"Present
Term"means the term presently in effect,whether it is the Original Term or a Renewal Term(as defined below). With respect to each Schedule,unless You notify Us in
writing at least 90 days but not more than 120 days before the end of a Present Term that,at the end of such Present Term,You intend to(i)return the Equipment,
or(ii)exercise the purchase option,if any,specified in the Schedule,then:(a)the Schedule will automatically renew for an additional three-month Term(each,a
"Renewal Term"),and(b)the Lease Payment amount and the other terms of the Schedule and of this Master Agreement and Other Documents will continue to apply. If You
do notify Us in writing within the time set forth above that You intend to return the Equipment or purchase the Equipment at the end of such Present Term,then,immediately
upon the expiration of such Term.You shall return the Equipment subject to the Schedule pursuant to Section 13 of this Master Agreement or purchase the Equipment pursuant
to Section 10 of the Schedule.as applicable.
4.ACCEPTANCEOF EQUIPMENT,•LEASE PAYMENT& With respect to each Schedule,You will inspect and test the operation of the Equipment upon its delivery and You
will notify Us within ten(10) days of delivery if the Equipment is not satisfactory. YOU AGREE THAT IF YOU FAIL TO NOTIFY US THAT THE EQUIPMENT IS NOT
SATISFACTORY WITHIN TEN (10) DAYS OF DELIVERY THEN THE EQUIPMENT SHALL BE IRREVOCABLY AND UNCONDITIONALLY ACCEPTED BY YOU. If
requested,You will sign a separate Equipment delivery and acceptance certificate for each Schedule. We may at Our discretion verify by telephone such information regarding
delivery and acceptance of the Equipment as we deem appropriate arid any such telephone verification of Your acceptance will have the same effect as a written delivery and
acceptance certificate signed by You. With respect to each Schedule.Customer agrees to pay a prorated Lease Payment for the period between the Equipment delivery date
(i.e.the date of the related delivery and acceptance certificate)and the Commencement Date. This prorated or partial payment will be based on the Lease Payment shown on
the related Schedule prorated on a 30-day calendar month and will be added to the Customers first invoice. With respect to each Schedule,Lease Payments plus applicable
taxes and other charges provided for herein are payable in advance periodically as stated herein and therein.Restrictive endorsements on checks will not be binding on Us.Ail
payments received will be applied to past due amounts and then to the current amount due,in such order as We determine. We may add finance charges to any amount We
advance on Your behalf, including,without(imitation,taxes and insurance premiums,if any. Any security deposit or estimated future Governmental Charge(as defined in
Section 10 below)that You pay is non-interest bearing,may be commingled with Our funds,may be applied by Us at any time to past-due amounts,and the unused portion will
be returned to You within 90 days after the end of the final Present Term of the applicable Schedule. If We do not receive a payment in full on or before its due date,You
shall pay(i)a fee equal to the greater of 10%of the amount that is late or$29.00,plus(ii)interest on the part of the payment that is late in the amount of 1.5%per
month("Time-Value Interest")from the due date to the date paid. If any check is dishonored,You shall pay Us a fee of$20.00.
5. DELIVF'RY, LOCATION, OWNERSHIP, US;; M A NTFNANCE OF EQUIPMENT.We are not responsible for delivery or installation of the Equipment relating to any
Schedule. You are responsible for Equipment maintenance.You shall not remove the Equipment from the Equipment Location designated in the applicable Schedule unless
You first get Our permission. You shall give Us access to each Equipment Location so that We may inspect the Equipment,and You agree to pay Our costs 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 software)
throughout the Term of each Schedule. If the Equipment includes any software.You agree that(i)We don't own the software,(ii)You are responsible for entering into any
necessary software license agreements with the owners or licensors of such software,(iii)You shall comply with the terms of all such agreements,if any,and(iv)any default by
You under any such agreements shall also constitute a default by You under the applicable Lease. You agree that all Equipment is and shall remain personal property. You
shall not permit it to become(i)attached to real property or(ii)subject to liens or encumbrances of any kind whatsoever. You represent that all Equipment will be used
solely for commercial purposes and not for personal,family or household purposes. You shall use all Equipment in accordance with all laws,operation manuals,service
contracts(if any)and insurance requirements,and shall not make any permanent alterations. At Your own cost,You shall keep the Equipment in good working order and
warrantable condition,ordinary wear and tear excepted("Good Condition").
6.NO WARRANTIES;FINANCE LEASE. WITH RESPECT TO EACH SCHEDULE,WE ARE LEASING THE EQUIPMENT TO YOU-AS IS% WE HAVE NOT MADE AND
HEREBY DISCLAIM ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED,ARISING BY APPLICABLE LAW OR OTHERWISE,INCLUDING WITHOUT LIMITATION,THE
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. You agree that the transaction represented by each Schedule is a"finance
lease"as defined in Article 2A of the Uniform Commercial Code("UCC"). To the extent permitted by law.You hereby waive any and all rights and remedies conferred
upon You under UCC Sections 2A-303 and 2A•50$through 522. If it is determined that the transaction represented by any Schedule is other than a"lease"as defined in
Article 2A,then You hereby grant to Us a security interest in the Equipment and all proceeds thereof. You authorize Us to record(and amend, if appropriate)a UCC
financing statement to protect Our interests.With respect to any one or more Schedules, You may be entitled under Article 2A to the promises and warranties(if
any)provided to Us by the Vendors)in connection with or as part of the contract(s).if any,by which We acquire the Equipment.You may contact the Vendor(s)for
an accurate and complete statement of those promises and warranties(if any).including any disclaimers and limitations of them or of remedies. We hereby transfer
to You,without recourse to Us,all automatically transferable promises and warranties,if any,made to Us by the Vendor(s).
NO SCHEDULE MAYBE TERMINATED EARL Y. THE TERMS OF THIS MASTER LEASE ARE CONTINUED ON THE REVERSE OR NEXT PAGE
VAR Res rc s,Inc.: Customer: Westlake Academy
By: X < rr Ljj/AAA� Date
(Date) Print Name: °+(tl , ICU' Titie:15a J
#1995320 v3(W/26/13)Red Master Lease Paye 1 of 2
7. LIABILITY;INDEMNIFICATION. We are not liable for any claims,actions, by any other Schedules,(B)require You to return the Equipment leased under
damages (whether direct, indirect, incidental or consequential), liabilities, any one or more Schedule(s) pursuant to Section 13 of this Master
losses or costs made against or incurred by You relating to the delivery, Agreement. (C) take possession of and/or render unusable the Equipment
installation, possession, use, return, loss of use, defect or malfunction of leased under such Schedule(s), and for such purposes You hereby authorize
any Equipment (collectively, "Equipment Matters") with respect to any Us and Our designees to enter Your premises,with or without prior notice or
Schedule.You shall indemnify-aaaci-tle#end-Us aga+nst our#hold Us harmless other process of law.(D)with respect to any one or more Schedules, require
for, any and ail claims, actions, damages, liabilities, losses, and costs You to pay to Us, on demand, an amount equal to the sum of(i)all Lease
(including reasonable attorneys' fees) made against or incurred by Us Payments and other amounts then due and past due,(ii)all Lease Payments
relating to Equipment Matters. for the then-remaining Present Term(s)of such Schedutes plus Our residual
8. LOSS;DAMAGE;INSURANCE. You shall,during the Term,(t)bear the risk interest in the Equipment as indicated by Our records,discounted at a rate of
of loss and damage to all Equipment leased under all Schedules and shall 6% per annum(or the lowest rate permitted by law,whichever is higher).(iii)
continue performing all Your obligations to Us even if it becomes damaged or interest at the rate of Time-Value interest on the amounts specified in clauses
suffers a loss.(I)keep all Equipment insured against all risks of damage and loss "i'and"ii"above from the date of demand to the date paid, and(iv)all other
("Property Insurance") in an amount equal to its replacement cost. with Us amounts that may thereafter became due hereunder to the extent that We will
named as sole"loss payee."and(iii)carry public liability insurance covering bodily be obligated to collect and pay such amounts to a third party(such amounts
injury and property damage("Liability insurance") in an amount acceptable to specified in sub-clauses "i' through "iv" referred to below as the 'Balance
Us. with Us named as "additional insured." You have the choice of satisfying Due"), and/or(E)exercise any other remedy available to Us under law. You
these insurance requirements by providing Us with satisfactory evidence of also agree to reimburse Us on demand for all reasonable expenses of
Property and Liability insurance ("Insurance Proof'), within 30 days of the collection and enforcement(including,without limitation,reasonable attorneys'
Commencement Date of each Lease. Such Insurance Proof must provide for at fees and other legal costs) and reasonable expenses of repossessing,
least 30 days prior written notice to Us before it may be cancelled or terminated holding, preparing for disposition, and disposition ("Remarketing") of the
and must contain other terms satisfactory to Us. If You do not provide Us with Equipment,plus Time-Value Interest on the foregoing amounts from the date
insurance Proof within 30 days of the Commencement Date of a Schedule,or of demand to the date paid.In the event We are successful in Remarketing the
if such Insurance terminates for any reason,then(a)You agree that We have Equipment with respect to any Schedule,We shall give You a credit against
the right,but not the obligation,to obtain such Insurance in such forms and the Balance Due under such Schedule in an amount equal to the present
amounts from an insurer of Our choosing in order to protect Our interests value of the proceeds received and to be received from Remarketing minus
("Other Insurance"),and(b)You agree that We may charge You a periodic the above-mentioned costs(the "Net Proceeds"). If the Net Proceeds are
Insurance Charge for such Other Insurance- The Insurance Charge will include greater than the Balance Due, We shall pay You such surplus. If the Net
reimbursement for premiums advanced by Us to purchase Other Insurance, a Proceeds are less than the Balance Due, You shall be liable for such
finance charge of up to 18% per annum(or the maximum rate allowed by law, if deficiency.Any delay or failure to enforce Our rights under the Lease shall not
less)on any advances We make for premiums, billing and tracking fees,charges constitute a waiver thereof.
for Our processing costs associated with the Other Insurance, and other related 13. RETURN OF EQUIPMENT If You are required to return the Equipment
fees. We and/or one or more of Our affiliated companies or agents will receive a under any Schedule,You shall,at Your expense,send the Equipment to any
portion of the Insurance Charge,which may include a profit. We are not obligated location(s)that We may designate.The Equipment must be property packed
to obtain and may cancel Other Insurance at any time without notice to You. Any for shipment,freight prepaid and fully insured.and must be received in Good
Other Insurance need not name You as an insured or protect Your interests. The Condition (as defined in Section 5 of this Master Agreement). if You are
Insurance Charge may be higher than if You obtained Property and Liability required to return the Equipment under Section 12 of this Master Agreement.
Insurance on Your own. You shall do so promptly upon demand. If You are required to return the
9.ASSIGNMENT. YOU SHALL NOT SELL,TRANSFER,ASSIGN,PLEDGE OR Equipment under Section 3 of this Master Agreement, then (i) it must be
OTHERWISE ENCUMBER (collectively, "Transfer") THIS MASTER received by Us in Good Condition within 15 days after the expiration of the
AGREEMENT OR ANY SCHEDULE, OR TRANSFER OR SUBLEASE ANY then Present Term, (ii) if it is not received within 15 days of the date of
EQUIPMENT,IN WHOLE OR IN PART. We may.without notice to You,'Transfer demand, You agree to continue paying Lease Payments and all other
Our interests in this Master Agreement,any one or more Schedules and/or any or amounts due hereunder until it is received and accepted by Us in Good
all Equipment leased thereunder, in whole or in part, to a third party(a "New Condition,and(iii)You agree to pay a handling and restocking fee of$250-00
Owner"), in which case the New Owner will,to the extent of such Transfer, have promptly upon demand. if You are required to return the Equipment under any
all of Our rights and benefits but will not have to perform any of Our obligations(if provision of this Master Agreement and it is not in Good Condition when it is
any).You agree not to assert against the New Owner any claim,defense or offset received by Us, You agree to pay Our reasonable costs that We incur in
You may have against Us or any predecessor in interest. connection with repairing or restoring the Equipment to Good Condition (as
10, TAXES AND OTHER FEES. You are responsible for all taxes (including. defined in Section 5 of this Master Agreement).
without limitation, sales, use and personal property taxes, and excluding only 14, APPLICABLE LAW; VENUE; JURISDICTION, Each Lease shall be
taxes based on Our income), levies, assessments and license and registration governed by,enforced and construed in accordance with the laws of the state
fees and other governmental charges relating to each Lease and the ownership, of Lessor's principal place of business or, with respect to any Lease that
leasing, sale, possession or use of the Equipment leased under each Schedule Lessor assigns to a New Owner, the laws of the state of the New Owner's
(collectively, "Governmental Charges"). We may periodically bill you for, and principal place of business, and any dispute concerning a Lease shall be
You agree to promptly pay, estimated future Governmental Charges. You adjudicated in a federal or state court in such state or in any other court or
authorize Us to pay any Governmental Charges when and as they may become courts having jurisdiction over You or Your assets, all at the sole election of
due, and You agree to reimburse Us promptly upon demand for the full amount Lessor or the New Owner. You hereby irrevocably submit generally and
(less any estimated amounts previously paid by You). You hereby appoint Us as unconditionally to the jurisdiction of such courts and irrevocably waive any
Your attorney-in-fact to sign Your name to any document for the purpose of filing defense of an inconvenient forum to the maintenance of any such action or
tax returns. You agree to pay Us a fee for preparing and filing personal property proceeding.YOU AND WE HEREBY WAIVE YOUR AND OUR RESPECTIVE
tax returns. With respect to each Schedule. You also agree to pay Us upon RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION.Each provision of
demand (i) for all costs of filing, amending and releasing UCC financing this Master Agreement and of each Schedule shall be interpreted to the
statements and a fee for each filing and(ii)a processing fee of$75.00 for each maximum extent possible so as to be enforceable under applicable law.If any
Lease to cover Our investigation,documentation and other administrative costs in provision is construed to be unenforceable,such provision shall be ineffective
originating the Lease. You agree that the fees set forth in this Master only to the extent of such u n enforces bility without invalidating the remainder of
Agreement and in the Schedules may include a profit component. the Lease.
11. SA14NOS CLAUSE. If it is determined that any amount charged or collected 15. MISCELLANEOUS. You represent and covenant to Us that this
with respect to a Lease is greater than the amount allowed by law, including, Master Agreement is, and each Schedule will be, enforceable against
without limitation,any amount that is determined to exceed applicable usury limits You in accordance with its terms, and You acknowledge that this
(an"Excess Amount"),then(i)any Excess Amount charged but not yet paid will representation and covenant was a material inducement to Us to acquire
be waived by Us and (it)any Excess Amount collected will be applied to any the Equipment to be leased under each Schedule and to enter into this
amount then due and owing by You with respect to such Lease, adjusted to Master Agreement and each Schedule.This Master Agreement and any one
conform with applicable law,or,if there is no such amount then due and owing by or more Schedules may be executed in counterparts.each of which shall be
You,will be refunded to You. deemed an original, but all of which together shall constitute the same
12. DEFAULT. You will be in default under a Schedule if, with respect to such document. You acknowledge that You have received a copy of this Master
Schedule, this Master Agreement or any other Schedule or agreement between Agreement, and You agree that a facsimile or other copy of this Master
You and Us, You fail to pay any amount within 15 days of the due date or fail to Agreement and of any Schedule and Other Document containing Your faxed
perform or observe any other obligation. if You are in default,We may do any one or copied signature shall be as enforceable as the original executed
or more of the following,at Our option,concurrently or separately: (A)cancel the document.
Lease represented by such Schedule and any one or more Lease(s)represented
Lessees,mt1�,
#1395320 v3(062 Gin 3)Red Master Lease Page
2 of 2
Exhibit A Vrr;ci rrf,
Equipment Lease Schedule No.
This Equipment Lease Schedule(this"Schedule")is made and entered into as of the`{ day of '-Zo,(bfand between
VAR Resources,Inc.(hereinafter"We,""Us"or"Our')and Westlake Academy (hereinafter"You"or"Your"). This Schedule is entered into
subject to that certain Master Lease Agreement No. (the"Master Agreement')between You and Us. All of the
terms and conditions set forth in the Master Agreement are hereby reaffirmed and incorporated in and made part of this Schedule,as if fully set
forth herein. The Master Agreement,together with this Schedule and the related and supporting documents entered into in connection with this
Schedule,represent the final and only agreement between You and Us regarding the leasing of the Equipment identified below and may not be
contradicted by evidence of prior, contemporaneous or subsequent oral agreements. There are no unwritten oral agreements between You
and Us relating to the leasing of the Equipment. This Schedule may not be changed except by way of a written agreement between You and
Us. Other agreements(including, without limitation, those contained in any purchase agreement or order between You and the Supplier of
Equipment) not stated in the Master Agreement or in the Schedule or other supporting documents are not binding on Us. This Schedule,
inclusive of the terms and conditions set forth in the Master Agreement,constitutes a separate lease between You and Us. Any amendment to
the Master Agreement subsequent to the date of this Schedule shall be ineffective as to this Schedule unless otherwise expressly stated in
such amendment. This Schedule may not be modified except in a writing signed by You and Us.
1. We hereby agree to lease to You,and You hereby agree to lease from Us,the following-described Equipment upon the terms and conditions
set forth in this Schedule and in the Master Agreement:
Description of Equipment—INCLUDE MAKE.MODEL AND SERIAL NUMBERS tArrACHADDITIONAt PAGE IF NECESSARY]
See attached Schedule A
2, Equipment Supplier. VAR Resources Inc.
3. Equipment Location Address: 2600 J T Ottinger Rd.Westlake,TX 76262-8012
4. Original Term: 36 Months
5. Commencement Date of this Lease:
6. lease Payment Amount: 1st payment due ❑Month ❑Quarter
7/2014$1,85169 Year Other:
2nd payment due
812014 $1,853.69
3rd Payment 912014
$84,186.38
4" Payment due 9/15
$84,186.38
5" payment due
9/2016 $84,186.38
per:
7. Check here❑if Lease Payment amount includes salesluse tax.
8. $0.00 Lease Payment(s)is(aro)due at the time this Schedule is signed,which shall be applied to the:
M First Lease Payment ❑First and Last Lease Payments ®Other Zero advance Payments
9. Security Deposit:$
10. Purchase Option at end of Original Term: ❑None (]Fair Market Value as of end of Original Term
ED One Dollar($1.00) ❑Other.
The above equipment purchase options may be exercised by You only at the end of the Original Term. if you are in default under the Master
Agreement or this Schedule at the time you desire to exercise a purchase option,You must cure such default to Our satisfaction before having
the right to exercise such option. If the"One Dollar'purchase option is checked above,then the last two sentences of Section 3 of the Master
Agreement shalt not apply to this Lease(in other words,the"automatic renewaf"provisions in Section 3 shalt 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 sale 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.
VAR Resources,Inc- You: Westlake Academy
By: X By: X r .,
Date: Name(Print): Y
Title: C3t.Lpm IY1-4cnder`sf
Date Signed: ;„ A 1{
#1995338Q(0311W13)Red Regular Schedule
SCHEDULE "A"
Westlake Academy
Description
Quantity 12 Ck e e- 00,
64 iPad mini 16GB with Wi-Fi - White-dnd-5i*er (10Pack)
35 Apple TV
12 AEROHIVE AP230 INDOOR PLENUM RATED
12 AEROHIVE 3YR HIVEMGR ONLINE 8X5 SUP
1 Al RWATCH PRO SVCS 1-DAY SUP TRAINING
2 CISCO DIRECT FDU-C3650-24PD-L
kFCISCO DIRECTCLC-LH-SMD
A[RWATCH K-12 MULTI OS VIEW STE
;AIRWATCH SEC CONTENT COLL SUB
Lessee: Westlake Acad2n%
,y
Signature:
Title: CnI1,4CO)p2i
paae 1 of I
Non-Appropriation
Lessee/Renter/Customer: Title of lease,rental or other agreement:
Westlake Academy dated
Lessor or Lender: r��tal or contract M
VAR Resources, Inc.
This Non-Appropriation Addendum (this "Addendum") is made by and between the above-referenced state or local
governmental entity("Customer")and the above-referenced lessor or lender("Creditor").
Introduction: Customer and Creditor are simultaneously herewith entering into the above-referenced lease or other
credit agreement ("Agreement"); and Customer and Creditor wish to modify the terms of the Agreement to provide for terms
that will apply in the event of the non-appropriation of funds by Customer's legislature or other governing body. This Addendum
shall be effective as of the same date as the Agreement(the "Effective Date").
1. Incorporation and Effect. This Addendum is hereby made a part of, and incorporated into, the Agreement as
though fully set forth therein. As modified or supplemented by the terms set forth herein, the provisions of the Agreement shall
remain in full force and effect,provided that, in the event of a conflict between any provision of this Addendum and any provision
of the Agreement, the provision of this Addendum shall control.
2. Definitions. Capitalized terms herein that are not otherwise specifically defined herein shall have the same
meanings as set forth in the Agreement. As used in this Addendum, the following terms shall have the following-described
meanings:
"Agreement Related Documents" means all solicitations, requests for proposal, invitations for bid, proposals, bids,
contract awards, service level agreements, statements of work, service agreements, maintenance agreements,
purchase orders or other documents or specifications related to the transaction contemplated in the Agreement but not
issued or entered into by Creditor.
"Goods" shall have the same meaning as the term "Equipment," "Leased Equipment," "Goods," "Property" or
"Collateral"(or a similar term)as defined and used in the Agreement.
"Non-Appropriation of Funds" means any failure of Customer's legislature or other governing body to appropriate
funds for the payment of amounts due and to become due to Creditor under the Agreement in a given fiscal year
during the term thereof.
"Non-Appropriation Notice" means a written notice delivered to Creditor from Customer certifying that (i) a Non-
Appropriation of Funds has occurred, and(ii) Customer has exhausted all funds appropriated for payment of amounts
due and to become due under the Agreement.
3. Non-Appropriation. Customer intends, to the extent permitted by law, to remit to Creditor all sums due and to
become due under the Agreement for the full term thereof, provided funds are appropriated for such purpose. Notwithstanding
the foregoing, the Agreement does not constitute an obligation payable in any fiscal year beyond the last fiscal year for which
related funds are lawfully appropriated. In the event of a Non-Appropriation of Funds, Customer may, subject to the terms
hereof, terminate the Agreement as of the last day of the fiscal year for which appropriations were received and thereafter
return the affected Goods as set forth below. In order to invoke Customer's rights under this provision, Customer agrees that:
(a) to the extent permitted by law, at least thirty (30) days prior to the end of the fiscal period for which funds were last
appropriated with respect to the Agreement, Customershall provide Creditor with a Non-Appropriation Notice, and (b) upon
expiration of such fiscal period, Customer shall return the Goods to Creditor to any location Creditor designates in the
continental United States, insured, freight prepaid by Customer, in good and working order and immediately available for sale
by Creditor to a third party buyer, user, renter or lessee, other than Customer, without the need for any repair or refurbishment.
Customer shall pay all costs to repair Goods not returned in conformity herewith.
4. Non-Substitution. In the event Customer terminates the Agreement due to a Non-Appropriation of Funds,
Customer agrees (to the extent permitted by law)that, for a period of one(1)year from the date of such termination, Customer
shall not purchase, lease or rent equipment performing functions similar to those performed by the Goods, for use at the site
where the Goods are located, except for the public health, safety or welfare of the Customer; provided, however, that this
section shall not be applicable to the extent that these restrictions are unlawful or would adversely affect the validity
or enforceability of the Agreement.
5. Additional Representations and. Warranties. In addition to the representations and warranties made by
Customer as set forth in the Agreement, Customer hereby represents and warrants that the Agreement: (a)is a valid and legally
binding contract, entered into in compliance with all applicable laws, including,without limitation, laws relating to open meetings,
public bidding, procurement and appropriations, (b)conforms with, but does not incorporate, the terms and conditions of any
applicable Agreement Related Documents and is the sole governing contract with respect to the Customer's acquisition or use
of the Goods, and (c) constitutes a current expense (and no" debt under state law) and does not constitute a pledge of
Customer's tax or general revenues. Customer further represents and warrants that sufficient unencumbered funds have been
appropriated for Customer to fulfill all of its payment obligations under the Agreement during Customer's current fiscal year.
120542 vl Non-Appropriation Addendum 07-05 Page I Of 2
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.
Customer:Westlake Academy Accepted by Creditor:VAR Resources, Inc.
By:
Print: t i ,, t_An ; Print:
Title: „ `t -{ Title:
120542 vl Non-Appropriation Addendum 07-05 Page 2 Of 2
IMPORTANT: YOUR ADVANCE PAYMENT CHECK WILL BE USED FOR VERIFICATION OF YOUR
CHECKING ACCOUNT. IF NO ADVANCE PAYMENT IS REQUIRED, INCLUDE A VOIDED CHECK FOR
VERIFICATION OF YOUR CHECKING ACCOUNT NUMBER. PLEASE FAX A COPY OF THE
DOCUMENTS AND VOIDED CHECK (IF NECCESARY) TO: 972-755-8210. THEN RETURN THE
ORIGINAL SIGNED DOCUMENTS AND THE ORIGINAL VOIDED CHECK (IF NECCESARY) USING OUR
UPS ACCOUNT #RV8392 VIA PRIORITY OVERNIGHT TO VAR Resources, Inc., 2330 Interstate 30,
Mesquite, TX 75150
With the Automatic Payment Plan, all your payments to us will be deducted from your checking
account and paid to VAR Resources on the payment due date as shown on your regular invoice.
Your regular invoice will show the amount to be deducted and the due date.
Enrollment is Easy. Simply....
1. Complete the Authorization Form,
2. Return the Authorization Form with your voided check to VAR Resources.
Customer Name: Westlake Academy
hereby authorizes to initiate debit entries to our checking account indicated below at the depository
named below, hereinafter called "DEPOSITORY", and authorizes the DEPOSITORY to debit the
same to such account for amounts due pursuant to the terms of the Agreement(s) dated
between Westlake Academy and VAR Resources
Customer Name: Westlake Academy
Depository Name Branch
City. State Zip
Routing Number Account Number
The authorization is to remain in full force and effect until Westlake Academy has received written notification from us
of its termination in such time and in such manner as to afford Westlake Academy and DEPOSITORY a reasonable
opportunity to act on it. You agree that a facsimile copy of this agreement bearing signatures may be treated as an
original.
Date: i Customer Name.
Customer Account Number.
r
By (Authorized signature for Bank Account)
Title: §.._ r .� ....
Jul R Resources, Inc.
CERTIFICATE@VARRESOURCES.COM
INSURANCE FORM
PLEASE REFERENCETHIS APPLICATION
#VAR813618W IN ALL COMMUNICATIONS.
DATE: May 28, 2014
TO: Westlake Academy
Pursuant to the terms of the lease agreement, and for our mutual benefit and protection, the
equipment on lease must be insured against loss, theft, damage or destruction. We, therefore,
request that you add to your existing insurance policy or obtain such an "all risk" policy naming VAR
Resources, Inc. and/or its Assignees as the "additional insured" and "loss payee" with respect to
the equipment involved for #VAR813618W.
THE NUMBER MUST BE INCLUDED IN THE LOSS PAYABLE INFORMATION IN ORDER FOR
US TO PROCESS. ALL CERTIFICATES WITHOUT THE NUMBER WILL BE RETURNED.
We also request that you add to or obtain public liability insurance naming VAR Resources, Inc.
and/or its Assignees as the "additional insured", with respect to the equipment on lease.
Please provide the information listed below and make arrangements with your insurance agent to
EMAIL to VAR Resources, Inc. at CERTIFICArE@VARRESOURCES.COM, a BINDER or
CERTIFICATE OF INSURANCE showing the names and interests as requested above.
1,
J
Insurance Company: lAe- 140,-,¢f"d
Insurance Agency: X ,5,jj0Aee 8 -
Q -jP- AelIq
Telephone: (117) 565--1901
Contact:- (W) A5-- 061 — Pv54i4 Pq�-ker
Policy Number: U UN KN 71
qo
Effective Date: —TI3112013
How long have you had insurance through this company? 12007
Thank you for your cooperation.
VAR Resources, Inc.
t"E?SUtil`CL'S
VAR RESOURCES — SIGNATURE VERIFICATION
This is to verify the signor below is _ 2nyn L am
By looking at his/her Driver's License and verifying his/her signature.
tit A,
Signature"
Nifl 1lIUI
€;a'EIk'�'�Rt)S
's+ Notuy Public
Notary Public *: ,' TEW
s <'"
Print Name L-04 W /
i
Notary Expiration Date
Notary Signature `
t
Notary Stamp
�
�
4
Today's date
BOYLE & ? L.L.P.
JOHN F.BOYLE,JR. ATTORNEYS AND COUNSELORS (972)650-7100
L.STANTON LowRY 4201 WINGREN DRIVE,SUITE 108 Fax: (972)650-7105
MATTHEW C.G.BOYLE IRVING,TEXAS 75062-2763
CATHY CUNNINGHAM Writer's Direct Line:
MATTHEW L.BUTLER www.boyle-lowry.com (972)650-7102
LISAH.TO ASELLI* E-mail: slowry@boyle-lowry.com
JILL LOWRY* EAST TEXAS OFFICE:
*OF COUNSEL P.O.BOX 855
MT.VERNON,TEXAS 75457
(972)742-6580
June 10, 2014
VAR Resources, Inc.
2330 Interstate 30
Mesquite, Texas 75150
Ladies and Gentlemen:
As counsel for Westlake Academy ("Customer'), I have examined that certain Loan
Agreement duly executed by Customer and dated (the "Loan
Agreement'), between Customer and VAR Resources, Inc, and the proceedings taken by the
governing body of Customer to authorize on behalf of Customer the execution and delivery
of the Loan Agreement. Based upon the foregoing examination and upon an examination of
such other documents and matters of law as I have deemed necessary or appropriate, I am of
the opinion that:
1. Customer is a public body corporate and politic, duly organized and existing under the
laws of the State of Texas or has a substantial amount of one of the following sovereign
powers: (a) the power to tax, (b)the power of eminent domain, or(c)police power.
2. Customer has the requisite power and authority to enter the Loan Agreement and
acquire the Equipment with an option to purchase and to execute and deliver the Loan
Agreement and to perform its obligations under the Loan Agreement.
3. The Loan Agreement has been duly authorized, executed and delivered by Customer
and the Loan Agreement constitutes a legal, valid and binding obligation of Customer,
enforceable against Customer in accordance with its terms, subject to any applicable
bankruptcy, insolvency, moratorium or other laws or equitable principles affecting the
enforcement of creditors' rights generally.
4. The authorization, approval, execution and delivery of the Loan Agreement and all
other proceedings of Customer's governing body relating to the transactions contemplated
by the Loan Agreement have been performed in accordance with all open meeting laws,
public bidding laws and all other applicable state laws and all actions, approvals,
authorizations and consents necessary to authorize Customer's execution, delivery and
performance of the Loan Agreement have occurred or been obtained.
5. No litigation or proceeding is pending or, to the best of my knowledge, threatened to
restrain or enjoin the execution, delivery or performance by Customer of the Loan
Agreement or in any way to contest the validity of the Loan Agreement, to contest or
VAR Resources, Inc.
June 10, 2014
Page 2
question the creation or existence of Customer or its governing body or the authority or
ability of Customer to execute or deliver the Loan Agreement or to comply with or perform
its obligations thereunder. There is no litigation pending or, to the best of my knowledge,
threatened seeking to restrain or enjoin Customer from annually appropriating sufficient
funds to pay the Loan Agreement payments or other amounts contemplated by the Loan
Agreement.
6. The entering into and performance of the Loan Agreement does not and will not
violate any judgment, order, law or regulation applicable to Customer or result in any breach
of, or constitute a default under, or result in the creation of any lien, charge, security interest
or other encumbrance upon any assets of Customer or on the Equipment (as such term is
defined in the Loan Agreement) pursuant to any indenture, mortgage, deed of trust, bank
loan or credit agreement or other instrument to which Customer is a party or by which it or
its assets may be bound.
7. The execution of the Loan Agreement and the appropriation of moneys to pay the Loan
Agreement payments coming due thereunder do not result in the violation of any
constitutional, statutory or other limitation relating to the manner, form or amount of
indebtedness which may be incurred by Customer.
8. The Loan Agreement is the complete and exclusive agreement between Customer and
VAR Resources, Inc regarding the subject matter therein and Customer's Loan Agreement
and acquisition of the equipment described therein are governed exclusively by the terms
and conditions of the Loan Agreement. No other agreements, terms or conditions
(including, without limitation, any terms or conditions set out in any solicitation, request for
proposal, invitation for bid or contract award) are incorporated, by reference or otherwise,
into the Loan Agreement.
9. The Customer's name contained in the Loan Agreement is the Customer's correct legal
name.
This opinion may be relied upon by purchasers and assignees of VAR Resources, Inc.
interests in the Loan Agreement.
Respectfully submitted,
BOYLE RY . .P
tanton Lo
cc: Kelly Edwards, Town Secretary
Town of Westlake,Texas