VAR Resources, Inc. VAR20158690E ~ LE154001 ~ Police Vehicle Equipment THIS IS A NON-CANCELABLE,
Master Lease Agreement LEGALLY BINDING CONTRACT
rP9t1L4Cla:$
Master Lease Number:
Lessee(Leasing Customer)-Use sXaelt,gehMdnams Na Corp.,LLC orLP Lessee's Chief Executive Office-Street City
Ti and,City of 13125 SW Hall Blvd. Tigard
Tax ID If n ++,, State County Zip Code Lessee's Telephone
G3-�- o50'��-10 OR wa M°�` 97223 503" 1� M,6(
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
undera Schedule.This MasterAgr*@m94 tegoilm wl/h each Schedule enteredIntopureusntheretoandoo retiedandsuppoMngdocarmint entered Into d/reslfy
wo Us In connection wltir the bansacdon rapr ianerW Ina Schedule r0ifterDusunants),npnsed the final and only agreement between You and Us regarding
the hissing of the Equipment/dentilbd In such Schedule and may Trot be contradicted by evidence of pr/o6 contemporaneous or subsequent ore/agreement.
Then are no anwrgtn oreI agnsmerrt between You and Us. Nelfher dile MastrAgreement nor any Schedule may be changed except by a wi fCen sgreamnd
bsteen You and Us. Otirer agreement not stated In 018 Master Agn imarr6 Schedules and Other Document(including tinse congidned to any purchase
agreement or orderbstesn You and the Suppler)an not binding on Its.
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 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 an 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.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 persons)signing this Master Agreement,the Schedule and the Other Documents has
been duly authorized 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 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 Tom(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(f)return the Equipment,
or(if)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.ACCEPTANCE OFEQUIPMENT,LEASE PAYMENTS. 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 and any such telephone venfcation 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.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 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(f)a fee equal to the greater of 10%of the amount that is late or$29.00,plus(11)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.
S. DELIVERY,LOCA770II, 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 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 dont 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 tens of all such agreements,if any,and IN)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(it)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 Cade("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-508 through 522. If it is delemrined 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 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(if any),including any disclaimers and limitations of them or of remedies. We hereby transfer
to You,without recourse to Us,all automatically transferable promises and warranties,if any,made to Us by the Vendor(s).
NO SCHEDULE MAYBE TERMINATED EARLY. THE TERMS OF THIS MASTER LEASEARE CONTINUED ON THE REVERSE OR NEXT PAGE
VAR Reso ces,Inc.: Customer,: Tigard,City of
By: Xp!///I 6 / 20 Date
(Date) Print Name: N r(Y 0 Wlt+e Title:
#1995320 v3(06/26/13)Brown Master Lease Page 1 of 2
7.LIABILITY,'INDEMN/F/C4710N. We are not liable for any claims,actions, or more of the following,at Our option,concurrently or separately:(A)cancel
damages (whether direct, indirect, incidental or consequential), liabilities, the Lease represented by such Schedule and any one or more Lease(s)
losses or costs made against or incurred by You relating to the delivery, represented by any other Schedules,(B)require You to return the Equipment
installation, possession, use, return, loss of use, defect or malfunction of leased under any one or more Schedules) pursuant to Section 13 of this
any Equipment (collectively, "Equipment Matters") with respect to any Master Agreement, (C) take possession of and/or render unusable the
Schedule.You shall indemnify and defend Us against,and hold Us harmless Equipment leased under such Schedule(s),and for such purposes You hereby
for, any and all claims, actions, damages, liabilities, losses, and costs authorize Us and Our designees to enter Your premises,with or without prior
(including reasonable attorneys' fees) made against or incurred by Us notice or other process of law,(D)with respect to any one or more Schedules,
relating to Equipment Matters. require You to pay to Us, on demand, an amount equal to the sum of(i)all
8. LOSS;DAMAGE;INSURANCE. You shall, during the Term, (i)bear the risk Lease Payments and other amounts then due and past due, (ii) all Lease
of loss and damage to all Equipment leased under all Schedules and shall Payments for the then-remaining Present Term(s)of such Schedules plus Our
continueerformin all Your obligations to Us even if it becomes damaged or residual interest in the Equipment as indicated by Our records,discounted at a
suffers a loss,(ii)keep all Equipment insured against all risks of damage and loss rate of 6% per annum (or the lowest rate permitted by law, whichever is
("Property Insurance") in an amount equal to its replacement cost, with Us higher), (iii) interest at the rate of Time-Value Interest on the amounts
named as sole"loss payee,"and(iii)carry public liability insurance covering bodily specified in clauses"i"and"it"above from the date of demand to the date paid,
injury and property damage ("Liability Insurance") in an amount acceptable to and (iv)all other amounts that may thereafter become due hereunder to the
Us,with Us named as"additional insured." If Lessee experiences equipment loss extent that We wIl be obligated to collect and pay such amounts to a third
or damage covered by insurance,Lessor will purchase replacement equipment on party(such amounts specified in sub-clauses"i"through"iv"referred to below
behalf of the Lessee after insurance proceeds have been received by Lessor.You as the"Balance Due"),and/or(E)exercise any other remedy available to Us
have the choice of satisfying these insurance requirements by providing Us with under law. You also agree to reimburse Us on demand for all reasonable
satisfactory evidence of Property and Liability Insurance ("Insurance Proof'), expenses of collection and enforcement (including, without limitation,
within 30 days of the Commencement Date of each Lease. If You do not provide reasonable attorneys'fees and other legal costs)and reasonable expenses of
Us with Insurance Proof within 30 days of the Commencement Date of a repossessing, holding, preparing for disposition, and disposition
Schedule,or if such Insurance terminates for any reason,then(a)You agree ("Remarketing")of the Equipment,plus Time-Value Interest on the foregoing
that We have the right, but not the obligation, to obtain such Insurance in amounts from the date of demand to the date paid. In the event We are
such forms and amounts from an insurer of Our choosing in order to protect successful in Remarketing the Equipment with respect to any Schedule,We
Our interests("Other Insurance")after providing You with written notice,and shall give You a credit against the Balance Due under such Schedule in an
(b)You agree that We may charge You a periodic Insurance Charge for such amount equal to the present value of the proceeds received and to be
Other Insurance. The Insurance Charge will include reimbursement for received from Remarketing minus the above-mentioned costs (the "Net
premiums advanced by Us to purchase Other Insurance,a finance charge of up to Proceeds"). If the Net Proceeds are greater than the Balance Due,We shall
18% per annum (or the maximum rate allowed by law, if less)on any advances pay You such surplus. If the Net Proceeds are less than the Balance Due,
We make for premiums,billing and tracking fees,charges for Our processing costs You shall be liable for such deficiency. Any delay or failure to enforce Our
associated with the Other Insurance, and other related fees. We and/or one or rights under the Lease shall not constitute a waiver thereof.
more of Our affiliated companies or agents will receive a portion of the Insurance 13.RETURN OF EQUIPMENT. If You are required to return the Equipment
Charge, which may include a profit. We are not obligated to obtain and may under any Schedule,You shall,at Your expense,send the Equipment to any
cancel Other Insurance at any time without notice to You. Any Other Insurance location(s)that We may designate. The Equipment must be properly packed
need not name You as an insured or protect Your interests. The Insurance for shipment,freight prepaid and fully insured,and must be received in Good
Charge may be higher than if You obtained Property and Liability Insurance on Condition (as defined in Section 5 of this Master Agreement). If You are
Your own. required to return the Equipment under Section 12 of this Master Agreement,
9.ASSIGNMENT. YOU SHALL NOT SELL,TRANSFER,ASSIGN,PLEDGE OR You shall do so promptly upon demand. If You are required to return the
OTHERWISE ENCUMBER (collectively, "Transfer") THIS MASTER Equipment under Section 3 of this Master Agreement, then (i) it must be
AGREEMENT OR ANY SCHEDULE, OR TRANSFER OR SUBLEASE ANY received by Us in Good Condition within 15 days after the expiration of the
EQUIPMENT,IN WHOLE OR IN PART. We may,without notice to You,Transfer then Present Term, (ii) if it is not received within 15 days of the date of
Our interests in this Master Agreement,any one or more Schedules and/or any or demand, You agree to continue paying Lease Payments and all other
all Equipment leased thereunder, in whole or in part, to a third party (a "New amounts due hereunder until it is received and accepted by Us in Good
Owner"), in which case the New Owner will,to the extent of such Transfer, have Condition,and(iii)You agree to pay a handling and restocking fee of$250.00
all of Our rights and benefits but will not have to perform any of Our obligations(if promptly upon demand. If You are required to return the Equipment under any
any).You agree not to assert against the New Owner any claim,defense or offset provision of this Master Agreement and it is not in Good Condition when it is
You may have against Us or any predecessor in interest. received by Us, You agree to pay Our reasonable costs that We incur in
10. TAXES AND OTHER FEES. You are responsible for all taxes (including, connection with repairing or restoring the Equipment to Good Condition (as
without limitation, sales, use and personal property taxes, and excluding only defined in Section 5 of this Master Agreement).
taxes based on Our income), levies, assessments and license and registration 14. APPLICABLE LAW,' VENUE; JURISDICTION. Each Lease shall be
fees and other governmental charges relating to each Lease and the ownership, governed by,enforced and construed in accordance with the laws of the state
leasing, sale, possession or use of the Equipment leased under each Schedule of Lessee's principal place of business and any dispute concerning a Lease
(collectively, "Governmental Charges"). We may periodically bill you for, and shall be adjudicated in a federal or state court in such state or in any other
You agree to promptly pay, estimated future Governmental Charges. You court or courts having jurisdiction over You or Your assets, all at the sole
authorize Us to pay any Governmental Charges when and as they may become election of the Lessee. You hereby irrevocably submit generally and
due, and You agree to reimburse Us promptly upon demand for the full amount unconditionally to the jurisdiction of such courts and irrevocably waive any
(less any estimated amounts previously paid by You). You hereby appoint Us as defense of an inconvenient forum to the maintenance of any such action or
Your attorney-in-fact to sign Your name to any document for the purpose of filing proceeding.YOU AND WE HEREBY WAIVE YOUR AND OUR RESPECTIVE
tax returns.You agree to pay Us a fee for preparing and fling personal property RIGHTS TO A TRIAL BY JURY IN ANY LEGAL ACTION. Each provision of
tax returns. With respect to each Schedule, You also agree to pay Us upon this Master Agreement and of each Schedule shall be interpreted to the
demand (i) for all costs of filing, amending and releasing UCC financing maximum extent possible so as to be enforceable under applicable law.If any
statements and a fee for each filing and (ii)a processing fee of$75.00 for each provision is construed to be unenforceable,such provision shall be ineffective
Lease to cover Our investigation,documentation and other administrative costs in only to the extent of such unenforceability without invalidating the remainder of
originating the Lease. You agree that the fees set forth in this Master the Lease.
Agreement and in the Schedules may include a profit component. 15. MISCELLANEOUS. You represent and covenant to Us that this
11. SAVINGS CLAUSE If it is determined that any amount charged or collected Master Agreement is, and each Schedule will be, enforceable against
with respect to a Lease is greater than the amount allowed by law, including, You in accordance with its terms, and You acknowledge that this
without limitation,any amount that is determined to exceed applicable usury limits representation and covenant was a material inducement to Us to acquire
(an"Excess Amount"),then(i)any Excess Amount charged but not yet paid will the Equipment to be leased under each Schedule and to enter into this
be waived by Us and (it) any Excess Amount collected will be applied to any Master Agreement and each Schedule.This Master Agreement and any one
amount then due and owing by You with respect to such Lease, adjusted to or more Schedules may be executed in counterparts,each of which shall be
conform with applicable law,or,if there is no such amount then due and owing by deemed an original, but all of which together shall constitute the same
You,will be refunded to You. document. You acknowledge that You have received a copy of this Master
12.DEFAULT. You will be in default under a Schedule if, with respect to such Agreement, and You agree that a facsimile or other copy of this Master
Schedule, this Master Agreement or any other Schedule or agreement between Agreement and of any Schedule and Other Document containing Your faxed
You and Us,You fail to pay any amount within 15 days of the due date or fail to or copied signature shall be as enforceable as the original executed
perform or observe any other obligation. If You are in default,We may do any one document.
Lessee s Initials:
Page
#1995320 v3(06/26113)Broom Master Lease
2 oft
Exhibit Asexrrs
Equipment Lease Schedule No.
This Equipment Lease Schedule(this"Schedule")is made and entered into as of the�� day of 7'by and between
VAR Resources, Inc. (hereinafter"We,""Us" or"Our") and Tigard, City of (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 terns and conditions
set forth in this Schedule and in the Master Agreement:
Description of Equipment—INCLUDE MAKE,MODEL AND SERIAL NUMBERS (ATPACHA00IMAMI-PAOEIFNECESSAR1)
See attached Schedule A
2. Equipment Supplier VAR Resources Inc.
3. Equipment Location Address: 13125 SW Hall Blvd Tigard OR 97223-8167
4. Original Term: 36 months
5. Commencement Date of this Lease:
6. Lease Payment Amount: $75,972.98 per: ❑ Month ❑Quarter
®Year ❑ Other:
7. Check here❑ if Lease Payment amount includes sales/use tax.
8. $75,972.98 Lease Payment(s)is(are)due at the time this Schedule is signed,which shall be applied to the:
®First Lease Payment ❑ First and Last Lease Payments ❑Other
9. Security Deposit:$_
10. Purchase Option at end of Original Tenn: ❑None ❑Fair Market Value as of end of Original Tenn
®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 shall not apply to this Lease(in other words,the"automatic renewal"provisions in Section 3 shall not apply to this Lease). If the
"Fair Market Value"option is checked above,then the purchase price will be the fair market retail value of the Equipment,as determined by Us
in our sole but reasonable judgment,as of the end of the Original Term.
11. This Schedule is not binding upon Us unless and until We accept this Schedule by signing below. A facsimile copy of this Schedule shall have
the same force and effect as the original. This Schedule is non-cancelable and may not be terminated early.
VAR Resources,In You: Tigard, City of
By: X By: X Vrdy 1�Z'�� J`�
Date: Name(Print): MAr-PG1w wiytt:�
Title: 64-j Makiage—t/
Date Signed: 5.27-•2014-
#1995338 v2(03118113)Brown Regular Schec ule
SCHEDULE "A"
Tigard, City of
Rption
C F110 TABLET I7-460OU 128/4GB
C F110 TABLET UPG RAM TO 8GB
C F110 TABLET CONTACTLESS SMART
CMOUNT BRACKET W/SMART CARD RDR
C 4YR BUMPER TO BUMPER WTY
C OFFICE DOCK W/PORT REPL F/17110
C F110 TRI-PASS VECH DOCK
C VECH ADAPTER F/F110 V110 5400
S ACTADPOPT,SWGARM,EM
S DEVMT,MNTR,UNVMT,BASE
3 AVIS DEVICE MOUNT ADAPTER F/PAN-600
0 HAVIS TILT SWIVEL MOTION DEVICE
AVIS CON VS 21TMS 12D
3 HAVIS QUICK RELEASE SLIDE F/KB MOUNT
3 IKEY RUGGED KEYBOARD-GREEN BACKLIT
3 POWERTECH PT-50 SERIES 3-IN-1 ANT
4 MSUNG 24" S24B150BL LED
7 KEN PRO FIT WRLS MEDIA KB/MOUSE SET
16 KEN KB F/LIFE WIRED DESKTOP BROWN BX
0 CDW IMAGE DEPLOYMENT &INTEGRATION
AVIS MOUNTING BRACKET FOR RADIO
AVIS BRKT,EQUIP,IPC,4MS,SP
Lessee: Tigard,
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Page 1 of 1
Non-Appropriation Addendum
Lessee/Renter/Customer: Title of lease,rental or other agreement:
Tigard, City of dated 77
Lessor or Lender: Lease,rental 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 Customers legislature or other governing body. This Addendum
shall be effective as of the same date as the Agreement(the "Effective Date").
1. Incorporation and Effect. This Addendum is hereby made a part of, and incorporated into, the Agreement as
though fully set forth therein. As modified or supplemented by the terms set forth herein, the provisions of the Agreement shall
remain in full force and effect,provided that, in the event of a conflict between any provision of this Addendum and any provision
of the Agreement,the provision of this Addendum shall control.
2. Definitions. Capitalized terms herein that are not otherwise specifically defined herein shall have the same
meanings as set forth in the Agreement- As used in this Addendum, the following terns 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 Customers acquisition or use
of the Goods, and (c) constitutes a current expense (and not debt under state law) and does not constitute a pledge of
Customer's tax or general revenues. Customer further represents and warrants that sufficient unencumbered funds have been
appropriated for Customer to fulfill all of its payment obligations under the Agreement during Customer's current fiscal year.
120542 vI Non-Appropriation Addendum 07-05 Page t 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 Creditors 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: ,Tigard,
City
'of,-{,-�y/`J/o Accepjbreditor:
Print: 1 _ Prink, 1�-
adjoa
Title: Li 1 on e, TiUe:�
120542 v I Non-Appropriation Addendum 07-05 Page 2 of 2
Addendum to Purchase Order and Conditions of Credit Approval
To: Tigard, City of
From: VAR Resources, Inc.
Approval Date: 05/05/14 Expiration Date: 07/04/14
Approval Amount: $215,140.00
Tigard, City of ("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 .
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
07/04/14 as stated above. In the event of approval expiration or revocation, Tigard, City of 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
13125 SW Hall Blvd , Tigard OR 97223-8167 you agree to pay cash to vendor(s)directly and the lease is
considered void.
Agreed to and accepted this 7 day of Ma 20/'/
Customer:
LusTigard, City o
�Y
Print Name: W4-40- Mo6
Title: C64 I1iakl fn Q e
VAR Resources, Inc.
2330 Interstate 30
Mesquite, TX 75150
972-755-8200
FAX 972-755-8210
DATE: May 08, 2014
Submission # 213512
Tigard, City of
AMOUNT DUE AT SIGNING OF LEASE AGREEMENT
Documentation Fee (if applicable) .................. $0.00
Deposit Due..................................................... $75,972.98
Total Due........................................................ $75,972.98
'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:
Tigard. City of.
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.
VAR Resources, Inc.
CERTIFICATE@VARRESOURCES.COM
INSURANCE FORM
PLEASE REFERENCE THIS APPLICATION
#VAR20158690E IN ALL COMMUNICATIONS.
DATE: May 8, 2014
TO: Tigard, City of
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 #VAR20158690E.
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 CERTIFICATE@VARRESOURCES.COM, a BINDER or
CERTIFICATE OF INSURANCE showing the names and interests as requested above.
Insurance Company:
Insurance Agency:
Telephone:
Contact:
Policy Number:
Effective Date:
How long have you had insurance through this company?
Thank you for your cooperation.
VAR Resources, Inc.
VAM*
VAR RESOURCES — SIGNATURE VERIFICATION
This is to verify the signor below is ma>'lt4a w►��
By looking at his/her Driver's License and verifying his/her signature.
Signature
Notary Public
State of Oregon, County of Washington
Print Name L`A R OL A K M G E 2
Notary Expiration Date W,06, l 0i d D 1 e
Notary Signature_��'� Pa �
Notary Stamp
OFFICIAL STAMP
CAROL ANN KRAGER
NOTARY PUBLIC - OREGON
COMMISSION NO. 924954
MY COMMISSION EXPIRES FEBRUARY 10,2018
� 7 2c
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