R14-128 RESOLUTION R14 -128
A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING THE PURCHASE OF VEEAM
3 BACKUP AND REPLICATIONS SOFTWARE
ti THROUGH A FIVE YEAR LEASE AGREEMENT WITH
VAR RESOURCES, INC., IN THE AMOUNT OF
t' { $15,781.97 PER YEAR; AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO SIGN THE MASTER
t c LEASE AGREEMENT; AND PROVIDING AN
t EFFECTIVE DATE.
1 WHEREAS, the I.T.S Department currently uses ArcServe tape backup software to
1 back up the servers in City which is extremely slow and requires 18 tape cartridges per week
1i to complete the backup; and
WHEREAS, the I.T.S. Department is recommending purchasing Veeam Backup &
1: Replication software to fulfill the City's backup needs as it is designed to work with our
1. VMware virtual environment and can backup the City's servers without the need of a client
21 application on each server; and
2 WHEREAS, upon recommendation of staff, the City Commission has determined
2 that it is in the best interests of the residents of the City to approve the purchase of the
2 Veeam Backup and Replications Software and authorize the City Manager and City Clerk to
2 sign the five year Master Lease Agreement with VAR Resources, Inc., in the amount of
2' $15,781.97 per year.
21 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF
2 THE CITY OF BOYNTON BEACH, FLORIDA, THAT:
2. Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
2° being true and correct and are hereby made a specific part of this Resolution upon adoption
4 hereof.
3 Section 2. The City Commission approves the purchase of the Veeam Backup
3 and Replications Software and authorizes the City Manager and City Clerk to sign the five
33 year Master Lease Agreement with VAR Resources, Inc., in the amount of $15,781.97 per
1 year, a copy of the Master Lease Agreement is attached hereto as Exhibit "A ", and
incorporated herein by reference.
1
Section 3. This Resolution will become effective immediately upon passage.
4 PASSED AND ADOPTED this 15 day of November, 2014.
CITY OF BOYNTON BEACH, FLORIDA
c —i
yes .1ryX i e
11 ayor T , or
1 1 1 I
1 yes '. „,.
I Vic: Mayor — Joe Casello
1: �
1
yeses ^' i.`�
1: Commissioner — David T. Merker
1e
21 --"
2 yes _
2 o missto � - i • c ray
2 / r
,_
yes ' A
2 Commissioner — Michael M. 'gip. ick
2 ATTEST: 5 -0
24 Vote
2
24
3
3 eta . 11 . . . .
•
3 Jan' t M. Prainito, MMC
3 y Clerk
3 i GPI X: 0 J �'; ; .
3 (
co
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2
2 v— \ — \
AR October 30, 2014
r esources
Charles Stevens
City of Boynton Beach
100 E Boynton Beach Boulevard
Boynton Beach, FL 33435
Dear Charles,
VAR Resources is pleased to offer this financing proposal for the hardware and software you wish to acquire from United Data Technologies
UDT For more than twenty years VAR Resources has provided simple, fast, and cost - effective acquisition options to more than 30,000
customers ranging from the largest Fortune 500 to the smallest entrepreneurial company We look forward to serving you
EQUIPMENT /SOFTWARE COST $68,917 32 (Not including tax)
EQUIPMENT /SOFTWARE DESCRIPTION Exagrid /Veeam
FINANCING OPTIONS Please choose the desired option from the list below by checking the appropriate box
/ Term Period Purchase Option Payment Rate
Ill 60 Months Annually $1 $15,742 21 6 90%
ASSET ASSUMPTIONS The payment options above assume 58 0% of tier 1 hardware and 42 0% of software If these
percentages change, the payment may be adjusted up or down
STRUCTURE First payment due upon contract signing
EQUIPMENT LOCATION Please provide the address where the equipment n will /b be located
Address . 9 ° N;94 R si e fa.
City, State, Zip Bo y 8 e c- ) PI 3 3Y46
Is this a colocation facility? ❑ YES I rNO
REQUIRED DOCUMENTATION Please provide the documentation below in order to begin the credit approval process
• Completed Application (ATTACHED)
This proposal is based on certain underwriting and pricing assumptions and the execution of mutually acceptable documentation Rates
provided herein are subject to change based on any increase in published swap rates The information herein is confidential, valid through
12/30/14, and may be withdrawn or amended at any time prior to contract commencement The payments quoted do not include sales, use,
rental or personal property tax
Sign below to indicate your acceptance of this proposal Please fax or email this page along with required documentation (if any) by 12/30/14
to indicate your desire to enter into a financing agreement with VAR Resources, Inc Please call me directly if you have any questions
APPROVED AS TO FUnlvt.
,.,,ii i . # ,,Alb 0 1
............,: —,.... .•V ~ TY - 1 OR EY
Regards, City of Boynton Beach
Travis Burnett Proposal Acceptance
National Account Manager �Ic
Direct Line 972 - 755 -8261 Signature J
FAX 972- 755 -8210
tburnett @varresources com Date / 'lei f P/
Eric Horowitz
United Data Technologies UDT 221785
November 25, 2014
Charles Stevens
City of Boynton Beach
100 E. Boynton Beach Boulevard
Boynton Beach, FL 33435
RE. Application # 1906671
Dear Charles Stevens:
Thank you for the opportunity to provide leasing/financing to City of Boynton Beach. Enclosed are the lease
documents for the equipment and /or software that you wish to acquire from United Data Technologies UDT.
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 Officer /President/EVP /SVPNP of
finance/Treasurer /CEO /COO /CFO /Controller /Corp Secretary
b. Limited Liability Company: Managing Member /Member
c. Partnership /LLP: Partner /Managing Partner
d. Limited Partnership: General Partner
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 City of Boynton Beach in the
amount of $15,742.21.
4. The Federal Tax ID No. for City of Boynton Beach is S9— Co " a e a-
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 retum 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. State and Local Government Addendum
10. Lessee Incumbency Certificate
If you have any questions, please feel free to call me at (800) 347 -0628
Sincerely,
Travis Burnett
National Account Manager
VAR Resources, Inc.
Addendum to Purchase Order and Conditions of Credit Approval
To: City of Boynton Beach
From: VAR Resources, Inc.
Approval Date: 10/22/14 Expiration Date: 12/31/14
Approval Amount $68,917.32
City of Boynton Beach ( "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) : United Data Technologies UDT .
United Data Technologies UDT 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
12/21/14 as stated above. In the event of approval expiration or revocation, City of Boynton Beach 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
100 E. Boynton Beach Boulevard, Boynton Beach, FL 33435 you agree to pay cash to vendor(s) directly and
the lease is considered void.
Agreed to and accepted this 9 day of 6QC-_, 20L
Customer: City of Bo • n Beach
Print Name: • 4,. 4. a/ ! 4 � . orilu - Y' /II ate"
VAR Resources, Inc.
2330 Interstate 30
Mesquite, TX 75150
972 - 755 -8200
FAX 972 - 755 -8210
DATE: December 11, 2014
Submission # 221785
City of Boynton Beach
AMOUNT DUE AT SIGNING OF LEASE AGREEMENT
Documentation Fee (if applicable) $0.00
Deposit Due $15,742.21
Total Due $15,742.21
*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:
Citv of Boynton Beach .
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, , .. a I. ; -
M aster Lease Agreement LEGALLY BINDING CONTRACT
Master Lease Number:
Lessee (Leasing Customer) — Use exact registered name If a corp., LLC or LP Lessee's Chief Executive Office — Street City
100 E. Boynton Beach Boulevard
City of Boynton Beach Boynton Beach
Tax ID* State county p Zip Code IM
gq"- 60 00 a s,2 FL Pte. A % 8e -a+C -1-, 33435 0,i *" 7y.0 -6000
In this Master Lease Agreement ( "Master Agreement"), the words "You" and "Your" mean the Lessee named above "We," "Us" and "Our" mean VAR Resources, Inc. "Schedule"
means the form of lease schedule attached hereto as Exhibit A "Supplier" means the equipment supplier supplying the Equipment (defined below) leased under a Schedule This
Master Agreement, together with each Schedule entered into pursuant hereto and the related and supporting documents entered into directly with Us in connection with the
transaction represented in a Schedule ( "Other Documental, represent the final and only agreement between You and Us regarding the leasing of the Equipment identified in
such Schedule and may not be contradkted by evidence of prior, contemporaneous or subsequent oral agreements. There are no unwritten oral agreements between You
and Us Neither this Master Agreement nor any Schedule may be changed except by a written agreement between You and Us. Other agreements not stated in this Master
Agreement, Schedules and Other Documents (including those contained in any purchase agreement or order between You and the Supplier) are not binding on Us. If you
provide a telephone number for a cellular phone or other wireless device, for business purposes, now or in the future, you are expressly consenting to receiving communications (for NON -
marketing or solicitation purposes) at that number, including, but not limited to, prerecorded or artificial voice message calls, text messages, and calls made by an automatic telephone
dialing system from VAR Resources, Inc and its affiliates and agents These calls and messages may incur access fees from your cellular provider
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 accessones,
embedded software programs, attachments, replacements, additions and repairs) (the "Equipment "), upon the terms stated in such Schedule and this Master Agreement Each
Schedule shall be substantially in the form of Exhibit A and shall be deemed to be a separate lease transaction (a "Lease ") between You and Us In the event of any conflict between the
provisions of this Master Agreement and the provisions of any Schedule, the provisions of the Schedule shall control You promise to pay to Us the Lease Payments shown on each
Schedule in accordance with the payment schedule set forth therein, plus all other amounts stated herein and therein Each Schedule is binding on You as of the date You sign it After
You sign a Schedule, We may (i) insert the Lease number thereon and any other information missing in such Schedule, and (11) 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
propnetorship, 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 authonzed by all necessary company action, and that the person(s)
signing this Master Agreement, the Schedule and the Other Documents has been duly authonzed to do so
2. UNCONDITIONAL OBLIGATION TO PERFORM. With respect to each Schedule, You agree that: (a) You, not We, selected the Equipment and the Supplier, (b) We are a
separate company from the Supplier, manufacturer and any other vendor (collectively, "Vendors"), the Vendors are NOT Our agents, and no statement, representation or
warranty by any Vendor is binding on Us, (c) Your duty to perform Your obligations under the Master Agreement and the Schedule is unconditional despite any equipment
failure, the existence of any law restricting the use of the Equipment, or any other adverse condklon whatsoever, (d) 11 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 Ua.
3. ORIGINAL TERM; END OF TERM OPTIONS; RENEWAL PROVISIONS The onginal term of each Lease represented by a Schedule will begin on a date designated by Us after We
accept and sign the 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 tern presently in effect, whether it is the Onginal Term or a Renewal Tern (as defined below) 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, speckled 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 wnting within the time set forth above that You intend to retum the
Equipment or purchase the Equipment at the end of such Present Term, then, immediately upon the expiration of such Tenn, 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. LEASE PAYMENTS. With respect to each Schedule, Customer agrees to pay a prorated Lease Payment for the penod between the Equipment installation date (i e the date of the
related delivery and acceptance certificate) and the Commencement Date This prorated or partial payment will be based on the Lease Payment shown on the related Schedule prorated
on a 30-day calendar month and will be added to the Customer's first invoice With respect to each Schedule, Lease Payments plus applicable taxes and other charges provided for
herein are payable in advance penodically as stated herein and therein. Restnctive endorsements on checks will not be binding on Us All payments received will be applied to past due
amounts and then to the current amount due, in such order as We determine We may add finance charges to any amount We advance on Your behalf, including, without limitation, taxes
and insurance premiums, if any Any secunty deposit or estimated future Govemmentat Charge (as defined in Section 10 below) that You pay is non - interest beanng, 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. DELIVERY, LOCATION, OWNERSHIP, USE, MAINTENANCE OF EQUIPMENT. We are not responsible for delivery or installation of the Equipment relating to any Schedule You are
responsible for Equipment maintenance You shall not remove the Equipment from the Equipment Location designated in the applicable Schedule unless You first get Our permission
You shall give Us access to each Equipment Location so that We may inspect the Equipment, and You agree to pay Our costs in connection therewith, whether performed pnor 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. 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 Of 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 Amde 2A of the Uniform Commercial Code ( "UCC ") To the extent permitted by law, You hereby waive any and all nghts and remedies conferred upon You under UCC Sections
2A-303 and 2A-508 through 522 If it is determined that the transaction represented by any Schedule is other than a lease' as defined in Article 2A, then You hereby grant to Us a
secunty interest in the Equipment and all proceeds thereof You authorize Us to record (and amend, if appropnate) a UCC fi nancing 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 Of any) provided to Us by the Vendor(s) in connection with or as part of the contract(s), if any,
by which We acquire the Equipment You may contact the Vendor(s) for an accurate and complete statement of those promises and warranties Of any), including any disclaimers and
limitations of them or of remedies We hereby transfer to You, without recourse to Us, all automatically transferable promises and warranties, if any, made to Us by the Vendor(s)
NO SCHEDULE MAY BE TERMINATED EARLY. THE TERMS OF THIS MASTER LEASE ARE CONTINUED ON THE REVERSE OR NEXT PAGE —.
Accepted by VAR Resources, Inc. at Lessee: City of Boynton Beach
i
2331 : tate 30, Mes , TX 75150 BY 6/141,49.X..- r 1 i�i4 y >
. / / (Date) Print Nine: S !, r� ;. z 40 G
VAR Resources Master Lease / White
Page 1 of 2
7 LIABILITY; INDEMNIFICATION. We are not liable for any claims, actions, damages of and/or render unusable the Equipment leased under such Schedule(s), and for such
(whether direct, indirect, Incidental or consequential), liabilities, Tosses or costs made purposes You hereby authonze Us and Our designees to enter Your premises, with or
against or Incurred by You relating to the delivery, installation, possession, use, return, without pnor notice or other process of law, (D) with respect to any one or more
loss of use, defect or malfunction of any Equipment (collectively, "Equipment Matters") Schedules, require You to pay to Us, on demand, an amount equal to the sum of (1) all
with respect to any Schedule. You shall indemnify and defend Us against, and hold Us Lease Payments and other amounts then due and past due, (u) all Lease Payments for the
harmless for, any and all claims, actions, damages, liabilities, losses, and costs then - remaining Present Term(s) of such Schedules plus Our residual interest in the
(including reasonable attomeys' fees) made against or Incurred by Us relating to Equipment as indicated by Our records, discounted at a rate of 2% per annum (or the
Equipment Matters. lowest rate permitted by law, whichever is higher), (in) interest at the rate of Time -Value
8. LOSS; DAMAGE, COLLATERAL PROTECTION; INSURANCE Interest on the amounts specified in clauses "i° and "u" above from the date of demand to
You are responsible for the nsk of loss or for any destruction of or damage to the Equipment
date paid, and (iv) all other amounts that may thereafter become due hereunder to the
No such loss or damage relieves you from the payment obligations under this Agreement You extent that We will be obligated to collect and pay such amounts to a third party (such
agree to promptly notify us in venting of any loss or damage and you will then pay to us the amounts specified in sub-clauses "1" through "iv'' referred to below as the "Balance Due "),
present value of the total of all unpaid payments for the full term all discounted at two percent and /or (E) exercise any other remedy available to Us under law You also agree to
Any proceeds of insurance will be paid to us and credited against the outstanding balance reimburse Us on demand for all reasonable expenses of collection and enforcement
You agree to keep each item of Equipment fully insured against loss, naming us as lender's (including, without limitation, reasonable attorneys' fees and other legal costs) and
loss payee, in an amount not less than replacement cost until this Agreement is terminated as reasonable expenses of repossessing, holding, prepanng for disposition, and disposition
to such item You also agree to obtain a general public liability insurance policy from anyone ( "Remarketing ") of the Equipment, plus Time -Value Interest on the foregoing amounts
who is acceptable to us You will provide 10 days advance wntten notice to us of any from the date of demand to the date paid In the event We are successful in Remarketing
modification or cancellation of your insurance policy(s) You agree to provide us certificates or the Equipment with respect to any Schedule, We shall give You a credit against the
other evidence of insurance acceptable to us If you fail to comply with this requirement within Balance Due under such Schedule in an amount equal to the present value of the
30 days after the start of this Agreement, we may charge you a monthly property damage proceeds received and to be received from Remarketing minus the above - mentioned costs
surcharge of up to 0035 of the Equipment cost as a result of our credit nsk and administrative (the Net Proceeds "). If the Net Proceeds are greater than the Balance Due, We shall
and other costs, as would be further described on a letter from us to you We may make a pay You such surplus If the Net Proceeds are less than the Balance Due, You shall be
profit on this program NOTHING IN THIS PARAGRAPH WILL RELIEVE YOU OF liable for such deficiency Any delay or failure to enforce Our nghts under the Lease shall
RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT not constitute a waiver thereof
9 ASSIGNMENT. YOU SHALL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR 13 RETURN OF EQUIPMENT. If You are required to retum the Equipment under any
OTHERWISE ENCUMBER (collectively, "Transfer") THIS MASTER AGREEMENT OR ANY Schedule, You shall, at Your expense, send the Equipment to any location(s) that We may
SCHEDULE, OR TRANSFER OR SUBLEASE ANY EQUIPMENT, IN WHOLE OR IN PART designate The Equipment must be properly packed for shipment, freight prepaid and fully
We may, without notice to You, Transfer Our interests in this Master Agreement, any one or insured, and must be received in Good Condition (as defined in Section 5 of this Master
more Schedules and /or any or all Equipment leased thereunder, in whole or in part, to a third Agreement) If You are required to return the Equipment under Section 12 of this Master
party (a "New Owner"), in which case the New Owner will, to the extent of such Transfer, have Agreement, You shall do so promptly upon demand If You are required to retum the
all of Our rights and benefits but will not have to perform any of Our obligations (if any) You Equipment under Section 3 of this Master Agreement, then (i) it must be received by Us in
agree not to assert against the New Owner any claim, defense or offset You may have against Good Condition within 15 days after the expiration of the then Present Term, (11) if it is not
Us or any predecessor in interest received within 15 days of the date of demand, You agree to continue paying Lease
10. TAXES AND OTHER FEES Subject to your tax exempt status, You are responsible for all Payments and all other amounts due hereunder until it is received and accepted by Us in
applicable taxes (including, without limitation, sales, use and personal property taxes, and Good Condition, and (al) You agree to pay a handling and restocking fee of $250 00
excluding only taxes based on Our income), levies, assessments and license and registration promptly upon demand If You are required to return the Equipment under any provision
fees and other govemmental charges relating to each Lease and the ownership, leasing, sale, of this Master Agreement and 1 is not in Good Condition when it is received by Us, You
possession or use of the Equipment leased under each Schedule (collectively, "Governmental agree to pay Our reasonable costs that We incur in connection with repainng or restonng
Charges ") We may periodically bill you for, and You agree to promptly pay, estimated future the Equipment to Good Condition (as defined in Section 5 of this Master Agreement)
Govemmental Charges You authonze Us to pay any Governmental Charges when and as they 14 APPLICABLE LAW; VENUE; JURISDICTION The parties agree that this Master
may become due, and You agree to reimburse Us promptly upon demand for the full amount Agreement, each Schedule and Other Document shall be treated as though executed and
(less any estimated amounts previously paid by You) You agree to pay Us a fee for prepanng performed in Palm Beach County, Flonda, and any legal actions relating to this
and filing personal property tax retums With respect to each Schedule, You also agree to pay Agreement, any Schedule or any Other Document must be instituted in the courts of Palm
Us upon demand (1) for all costs of filing, amending and releasing UCC financing statements Beach County, Flonda or the United States Distnct Court for the Southern Distnct of
and a fee for each filing and (11) a processing fee of $75 00 for each Lease to cover Our Flonda YOU AND WE HEREBY WANE YOUR AND OUR RESPECTIVE RIGHTS TO A
investigation, documentation and other administrative costs in onginating the Lease You TRIAL BY JURY IN ANY LEGAL ACTION. Each provision of this Master Agreement and
agree that the fees set forth in this Master Agreement and in the Schedules may include of each Schedule shall be interpreted to the maximum extent possible so as to be
a profit component enforceable under applicable law If any provision is construed to be unenforceable, such
11. SAVINGS CLAUSE. If it is determined that any amount charged or collected with respect provision shall be ineffective only to the extent of such unenforceability without invalidating
to a Lease is greater than the amount allowed by law, including, without limitation, any amount the remainder of the Lease
that is determined to exceed applicable usury limits (an "Excess Amount"), then (i) any 15. MISCELLANEOUS. You represent and covenant to Us that this Master
Excess Amount charged but not yet paid will be waived by Us and (11) any Excess Amount Agreement is, and each Schedule will be, enforceable against You In accordance
collected will be applied to any amount then due and owing by You with respect to such Lease, with Its terms, and You acknowledge that this representation and covenant was a
adjusted to conform with applicable law, or, if there is no such amount then due and owing by material inducement to Us to acquire the Equipment to be leased under each
You, wit be refunded to You Schedule and to enter into this Master Agreement and each Schedule. This Master
12. DEFAULT. You will be in default under a Schedule it with respect to such Schedule, this Agreement and any one or more Schedules may be executed in counterparts, each of
Master Agreement or any other Schedule or agreement between You and Us, You fail to pay which shall be deemed an onginal, but all of which together shall constitute the same
any amount within 15 days of the due date or fail to perform or observe any other obligation If document You acknowledge that You have received a copy of this Master Agreement,
You are in default, We may do any one or more of the following, at Our option, concurrently or and You agree that a facsimile or other copy of this Master Agreement and of any
separately (A) cancel the Lease represented by such Schedule and any one or more Lease(s) Schedule and Other Document containing Your faxed or copied signature shall be as
represented by any other Schedules, (B) require You to retum the Equipment leased under any enforceable as the onginal executed document
one or more Schedule(s) pursuant to Section 13 of this Master Agreement, (C) take possession
VAR Resources Master Lease / White
Page 2 of 2
Exhibit A
Equipment Lease Schedule No.
This Equipment Lease Schedule (this "Schedule ") is made and entered into as of the I$* moo` 004 ,1, by and between
VAR Resources, Inc. (hereinafter "We," "Us" or "Our") and City of Boynton Beach (hereinafter "You" or "Your"). This Schedule is entered
Into subject to that certain Master Lease Agreement No 1906671 (the "Master Agreement ") between You and Us All of the terms and
conditions set forth in the Master Agreement are hereby reaffimied 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 pnor, contemporaneous or subsequent oral agreements There are no unwntten oral agreements between You
and Us relating to the leasing of the Equipment This Schedule may not be changed except by way of a wntten 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 wnting 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
Descnpton of Equipment — INCLUDE MAKE, MODEL AND SERIAL NUMBERS (ATTACH ADDITIONAL PAGE IF NECESSARY)
See attached Schedule A
2. Equipment Supplier VAR Resources, Inc.
3. Equipment Location Address: 100 E. Boynton Beach Boulevard , Boynton Beach, FL 33435
4 Onginal Term 60 months
5. Commencement Date of this Lease:
6 Lease Payment Amount $15742 21 per ❑ Month ❑ Quarter
® Year ❑ Other
7 Check here ❑ if Lease Payment amount includes sales /use tax
8 $15,742.21 Lease Payment(s) is(are) due at the time this Schedule is signed, which shall be applied to the
® First Lease Payment ❑ First and Last Lease Payments ❑ Other
9 Secunty Deposit $
10. Purchase Option at end of Onginal Term • ❑ None ❑ Fair Market Value as of end of Onginal Term
0 One Dollar ($1 00) ❑ Other
The above equipment purchase options may be exercised by You only at the end of the Onginal 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 nght to exercise such option. If the "One Dollar" purchase option is checked above, then the last two sentences of Section 3 of the Master
Agreement shall not apply to this Lease (in other words, the "automatic renewal" provisions in Section 3 shall not apply to this Lease). If the
"Fair Market Value" option is checked above, then the purchase pnce will be the fair market retail value of the Equipment, as determined by
Us in our sole but reasonable Judgment, as of the end of the Onginal 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 onginal This Schedule is non - cancelable and may not be terminated early.
VAR Resources, Inc. You: City of Boynton Be ch
By. X By. X j/4
Date ( Name (Print): c#'/Q/ E L i N £
Accepted and signed in Mesquite, TX Title:
ass • 111 r . 9 - o / G
Cate t /2/19 /t(
VAR Resources Master Lease / White
Page 1 of 2
SCHEDULE "A"
City of Boynton Beach
Quantity Manufacturer Description
1 RAW 32TB USEABLE 26TB 13TB FULL
1 5YR 8X5 M &S EX13000E
1 RAW 16TB USEABLE 13TB 6.5TB FULL BACKUP
1 5YR 8X5 M &S EX7000
8 VEEAM BACKUP AND REPL ENT FOR VMWARE NEW LICS PUBLIC
SECTOR
Lessee: City of Boynton Beach
Title: It • /L si'I • i[�lG
Page 1 of 1
STATE AND LOCAL
GOVERNMENT ADDENDUM
MASTER AGREEMENT #
1906671
Addendum to Master Agreement # 1906671, dated , between City of Boynton Beach , as Lessee ("You" and "Your') and VAR Resources, Inc., as
Lessor ("We, "'Us "and "Our')
The parties wish to amend the above - referenced Master Agreement to add the following language
City of Boynton Beach is a Florida municipal subdivision and enjoys sovereign immunity. Nothing in the Lease is intended, nor
shall be construed or interpreted, to waive or modify the immunities and limitations on liability provided for in section 768.28, Florida
Statutes, as may be amended from time to time, or any successor statute thereof. To the contrary, all terms and provisions contained in
the Lease, or any disagreement or dispute concerning it, shall be construed or resolved so as to insure City of Boynton Beach of the
limitation from liability provided to the State's subdivisions by state law.
REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee hereby represents and warrants to Lessor that (a) Lessee has been
duly authorized by the Constitution and laws of the applicable jurisdiction and by a resolution of its governing body to execute and deliver
the Master Agreement and any Schedule and to carry out its obligations hereunder; (b) all legal requirements have been met, and
procedures have been followed, including public bidding, in order to ensure the enforceabil ity of the Master Agreement and any Schedule;
(c) the Master Agreement and any Schedule is in compliance with all laws applicable to Lessee, including any debt limitations or
limitations on interest rates or finance charges; (d) the Equipment will be used by Lessee only for essential governmental or proprietary
functions of Lessee consistent with the scope of Lessee's authority and will not be used in a trade or business of any person or entity, by
the federal government or for any personal, family or household use; Lessee's need for the Equipment is not expected to diminish during
the term of the related Schedule; (e) Lessee has funds available to pay contracted Lease Payments until the end of its current
appropnation period, and it intends to request funds to make contracted Lease Payments in each appropriation period, from now until the
end of the term of the related Schedule; and (f) Lessee's exact legal name is as set forth on page one of the Master Agreement.
NON- APPROPRIATION OR RENEWAL: If either sufficient funds are not appropriated to make contracted Lease Payments under the
related Schedule or (to the extent required by applicable law) the related Schedule is not renewed, such Schedule shall terminate and
Lessee shall not be obligated to make contracted Lease Payments under the Schedule beyond the then - current fiscal year for which funds
have been appropriated. Upon such an event, Lessee shall, no later than the end of the fiscal year for which contracted Lease Payments
have been appropriated, deliver possession of the Equipment to Lessor If Lessee fails to deliver possession of the Equipment to Lessor,
the termination shall nevertheless be effective but Lessee shall be responsible for the payment of damages in an amount equal to the
portion of contracted Lease Payments thereafter coming due that is attributable to the number of days after the termination during which
the Lessee fails to deliver possession and for any other loss suffered by Lessor as a result of Lessee's failure to deliver possession as
required. Lessee shall notify Lessor in writing within seven (7) days after either the failure of the Lessee to appropriate funds sufficient for
the payment of the contracted Lease Payments or (to the extent required by applicable law) the Schedule is not renewed, but failure to
provide such notice shall not operate to extend the Schedule term or result in any liability to Lessee.
TITLE TO THE EQUIPMENT: If the selected purchase option for any Schedule is $1.00 or $101.00, unless otherwise required by law,
upon Lessee's acceptance of the Equipment, title to the Equipment shall be in Lessee's name, subject to Lessor's interest under the
Master Agreement and such Schedule.
The parties wish to amend the above - referenced Master Agreement by restating the following:
Any provision in the Master Agreement stating this Master Agreement supersedes any invoice and/or purchase order is hereby am ended
and restated as follows: "You agree that the terms and conditions of the Master Agreement and any supplement or Schedule thereto and
any related acceptance certificate constitutes the entire agreement regarding the financing or lease of the Equipment and sup ersedes any
purchase order, invoice, request for proposal or other document "
Any provision in the Master Agreement or Schedule stating that the Schedule shall automatically renew unless the Equipment is
purchased, retumed or a notice requirement is satisfied is hereby amended and restated as follows: "This Schedule will renew for month -
to -month terms unless You purchase or return the Equipment (according to the conditions herein) or send Us written notice at least 30
days (before the end of any term) that You do not want it renewed."
Any provision in the Master Agreement stating that We may assign the Master Agreement or any Schedule is hereby amended and
restated as follows. We may sell, assign, or transfer this Master Agreement or any Schedule without notice to or consent from You, and
You waive any right you may have to such notice or consent "
REV 01/14 Page 1 of 2
Any provision in the Master Agreement stating that You shall indemnify and hold us harmless is hereby amended and restated as follows:
"You shall not be required to indemnify or hold Us harmless against liabilities arising from the Master Agreement or any Schedule. To the
extent permitted by law, you shall be solely liable for your own actions that result in any obligation, loss, claim or damage whatsoever,
regardless of cause, and all expenses in connection therewith, including, without limitation, expenses, penalties and interest (collectively
"Losses ") arising out of or resulting from the entering into this Agreement, the ownership of the Equipment, the ordering, acquisition, use,
operation, condition, purchase, delivery, rejection, storage or return of the Equipment or any accident in connection with the operation, use,
condition, possession, storage or retum of the Equipment resulting in damage to property or injury to or death to any person; provided,
however, that you shall not be liable to us for Losses arising out of or resulting from our own willful or grossly negligent conduct
Any provision in the Master Agreement requiring You to pay amounts due under any Schedule upon the occurrence of a default, failure to
appropriate funds or failure to renew any Schedule is hereby amended to limit such requirement to the extent permitted by law and legally
available funds
Any provision in the Master Agreement stating that the Master Agreement and each Schedule is govemed by a particular state's laws and
You consent to such jurisdiction and venue is hereby amended and restated as follows "This Master Agreement and each Schedule will
be govemed by and construed in accordance with the laws of the state where Lessee is located. You consent to jurisdiction and venue of
any state or federal court in such state and waive the defense of inconvenient forum."
By signing this Addendum, Lessee acknowledges the above changes to the Master Agreement and authorizes Lessor to make such changes. In all
other respects, the terms and conditions of the Master Agreement and any Schedules remain in full force and effect and remain binding on Lessee.
VAR Resources, Inc. City of Boynton Beach
Lesso Lessee
X (
Signature- Signature
° ! /sSi , p/c- /
/4 5I
Titi Date Title Da
NOTE SIGNEROF THIS DOCUMENT MUST BE SAME AS ON THE MASTERAGREEMENT A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED TO BE AN ORIGINAL
CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE MASTER AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE
REV 01114 Page 2 of 2
LESSEE'S CERTIFICATE
AGREEMENT #
1906671
Re: Agreement # 1906671, dated , between City of Boynton Beach , as Lessee ( "Lessee ") and VAR Resources, Inc.,
as Lessor.
We, the undersigned, being duly elected, qualified and acting authorized representatives of Lessee, with the titles as set
forth in our respective signature blocks below, do hereby certify, as of the date of the above - referenced Agreement (the
"Agreement "), as follows:
1. Lessee did, at a meeting of the governing body of the Lessee by resolution or ordinance duly enacted, in accordance
with all requirements of law, approve and authorize the execution and delivery of the Agreement by at least one of the
undersigned
2. Each undersigned held at the time of such authorization and holds at the present time the office set forth below in
such undersigned's signature block. Each undersigned's signature set forth below is true and correct.
3. The meeting(s) of the governing body of the Lessee at which the Agreement was approved and authorized to be
executed was duly called, regularly convened and attended throughout by the requisite quorum of the members thereof,
and the enactment approving the Agreement and authorizing the execution thereof has not been altered or rescinded. All
meetings of the governing body of Lessee relating to the authorization and delivery of Agreement have been: (a) held
within the geographic boundaries of the Lessee; (b) open to the public, allowing all people to attend; (c) conducted in
accordance with internal procedures of the governing body; and (d) conducted in accordance with the charter of the
Lessee, if any, and the laws of the State.
4. No event or condition that constitutes, or with the giving of notice or the lapse of time or both would constitute, an
Event of Default or a Non - appropriation (as such terms are defined in the Agreement) exists at the date hereof with
respect to the Agreement.
5. The acquisition of all of the Property under the Agreement has been duly authorized by the governing body of Lessee.
6. Lessee has, in accordance with the requirements of law, fully budgeted and appropriated sufficient funds for the
current budget year to make the Lease Payments scheduled to come due during the current budget year under the
Agreement and to meet its other obligations for the current budget year and such funds have not been expended for other
purposes.
7 As of the date hereof, no litigation is pending, (or, to my knowledge, threatened) against Lessee in any court
(a) seeking to restrain or enjoy in the delivery of the Agreement or of other agreements similar to the Agreement;
(b) questioning the authority of Lessee to execute the Agreement, or the validity of the Agreement; (c) questioning the
constitutionality of any statute, or the validity of any proceedings, authorizing the execution of the Agreement; or
(d) affecting the provisions made for the payment of or security for the Agreement.
Lessee: City of Boynton Beach
By:
Name.
Title.
*MUST BE SIGNED BY PERSON SIGNING THE AGREEMENT
Lessee: City of Boynton Beach
By:
Name:
Title:
*MUST BE SIGNED ANOTHER OFFICER - OFFICER OTHER THAN PERSON SIGNING THE AGREEMENT
NOTE NEED TWO SEPARATE OFFICER'S SIGNATURES, ONE OF WHICH MUST BE PERSON SIGNING THE AGREEMENT A FACSIMILE OF
THIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED TO BE AN ORIGINAL CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED
AS IN THE AGREEMENT, UNLESS SPECIFICALLY STATED OTHERWISE
A551 REV 12/11
IMPORTANT: INCLUDE A VOIDED CHECK FOR VERIFICATION OF YOUR
CHECKING ACCOUNT NUMBER. PLEASE FAX A COPY OF DOCUMENTS TO: 972 -755-
8210. THEN RETURN THE ORIGINAL SIGNED DOCUMENTS AND THE ORIGINAL
VOIDED CHECK 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. Retum the Authorization Form with your voided check to VAR Resources, Inc.
Customer Name: City of Boynton Beach
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 City of Boynton Beach and VAR Resources, Inc.
Customer Name: City of Boynton Beach
Dettory Name Britrith
atY State Zp
Routing'Number Atteteettterther
The authorization is to remain in full force and effect until City of Boynton Beach has received written notification from
us of its termination in such time and in such manner as to afford City of Boynton Beach 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: G
Cust er A I umber:
By (Authorized signature for Bank Account)
Vie:
VAR Resources, Inc.
CERTIFICATE @VARRESOURCES.COM
INSURANCE FORM
PLEASE REFERENCE THIS
#VAR1906671U IN ALL COMMUNICATIONS.
DATE: November 6, 2014
TO: City of Boynton Beach
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 and 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 "Lender's Loss Payee" with respect to the equipment
involved for #VAR1906671U.
THE APPLICATION NUMBER MUST BE INCLUDED IN THE LOSS PAYABLE INFORMATION IN
ORDER FOR US TO PROCESS. ALL CERTIFICATES WITHOUT THE NUMBER WILL BE
RETURNED.
You also agree to obtain a general public liability insurance policy from anyone who is acceptable to
us.
Please provide the information listed below and make arrangements with your insurance agent to
EMAIL to VAR Resources, Inc. at CERTWICATEWARRESOURCES.COM, a BINDER or
CERTIFICATE OF INSURANCE showing the names and interests as requested above.
Insurance Company: L¢ .7;V$vrq,ce Con ,..,vy
Insurance Agency: ,4r-/AU r S . Ri vc e.n e.>l Services
Telephone:
�- 7°
6
S�' 9 95- 6'
Contact: IA., e s P° /0
Policy Number: 0/ 8 33 G
Effective Date: y//2 °/ /
How long have you had insurance through this company? /Ore -'
Thank you for your cooperation.
VAR Resources, Inc.
Please Attach A Legible Copy of Your Driver's License To This Page:
Thank you