HomeMy WebLinkAboutPR 21492: TO LEASE A FP POSTBASE PRO DS DIGITAL MAILING SYSTEM Energy
City of City
gel
ort rt
Texas
INTEROFFICE MEMORANDUM
Office of the Finance Department
Date: August 24, 2020
To: Ron Burton, City Manager
From: Clifton Williams, Purchasing Manager
RE: Proposed Resolution Number 21492
Nature of the request:
The Purchasing Division is requesting approval to lease a FP PostBase Pros DS Mail Machine
from Function 4 of Beaumont, Texas at the rate of$425/month for a 63 month period.
Staffing Analysis, Considerations:
None
Recommendation:
The Purchasing Division s requesting that City Council approve PR No. 21492 authorizing the
lease of a new FP PostBase Pros Ds Mail machine from Function 4 of Beaumont, Texas at the
rate of$425/month for a 63-month period, with a projected budgetary impact of$26,775.00.
Budget Consideration:
001-1033-515.51-00
P.R. No. 21492
8/24/20 YSG
Page 1 of 3
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO LEASE A FP
POSTBASE PRO DS DIGITAL MAILING SYSTEM FROM FUNCTION 4
OF BEAUMONT, TEXAS THROUGH THE SOUTHEAST TEXAS
PURCHASING COOPERATIVE ADMINISTERED BY THE REGION 5
EDUCATION SERVICE CENTER - CONTRACT NO. 20200305 AT THE
RATE OF $425/MONTH FOR A 63 MONTH PERIOD, WITH A
PROJECTED BUDGETARY IMPACT OF $26,775.00; FUNDING
AVAILABLE IN PURCHASING ACCOUNT NO. 001-1033-515.51-00
WHEREAS, pursuant to Chapter 271, Subchapter D of the Local Government
Code, a city may participate in cooperative purchasing programs established by the State
Facilities Commission for the purchase of goods at prices established through purchase
contracts of the Commission; and
WHEREAS, per Resolution No. 20-019, the City entered into an interlocal
agreement for cooperative purchasing with Southeast Texas Purchasing Cooperative
administered by Region 5 Education Service Center; and
WHEREAS, the Purchasing Division processes mail on a daily basis for the City of
Port Arthur; and
WHEREAS, the Purchasing Division received a quote to lease a mail machine for
63 months at a rate of $425 a month from Function 4 of Beaumont, Texas through their
Region 5 Contract No. 20200305; now therefore,
BE IT RESOLVED BY THE COUNCIL OF THE CITY OF PORT ARTHUR:
THAT, the facts and opinions in the preamble are true and correct.
THAT, the City Manager is hereby authorized and directed to enter into a lease
agreement for a FP PostBase Pro DS Digital Mail Machine from Function 4 of Beaumont,
P.R. No. 21492
8/24/20 YSG
Page 2 of 3
Texas through Southeast Texas Purchasing Cooperative administered by Region 5
Education Service Center - Contract 20200305.
THAT, a copy of the caption of this Resolution be spread upon the Minutes of
the City Council.
READ, ADOPTED AND APPROVED on this day of September 2020, A.D.,
at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following
vote: AYES:
Mayor:
Councilmembers:
NOES:
Thurman Bill Bartle, Mayor
ATTEST:
Sherri Bellard, City Secretary
APPROVED AS TO FORM:
Valecia TizencCity Attorney ��
P.R. No. 21492
8/24/20 YSG
Page 3 of 3
APPROVED FOR ADMINISTRATION:
Ronald Burton, City Manager
APPROVED AS TO AVAILABILITY OF FUNDS:
k(- \no (VS
Kandy Daniels, Oterim Director of Finance
�,1 �1/yAJ1Ip .
Clifton Williams, CPPB, Purchasing Manager
EXHIBIT "A"
fU n c t i o / COST PER IMAGE AGREEMENT FEDERAL ID#.:74-6001885
AGREEMENT NO.:
USTOMER ("YOU"OR"YOUR")
FULL LEGAL NAME: Port Arthur,City of
ADDRESS: 444 49'Street, Port Arthur,TX 77640 409 983-8100
EQUIPMENT AND PAYMENT TERMS ❑ SEE ATTACHED SCHEDULE
QUARTERLY IMAGE
ALLOWANCE PER
NOT BEGINNING METER MACHINE EXCESS PER IMAGE
FINANCED READING (IF NOT CONSOLIDATED) CHARGE(PLUS TAX)
TYPE.MAKE.MODEL NUMBER,SERIAL NUMBER. UNDER THIS
AND INCLUDED ACCESSORIES AGREEMENT B&W COLOR B&W COLOR B&W COLOR
PostBase Pro DS(includes MailOne software&PC) 0 NA NA NA NA NA NA
0
0
0
0
0
TOTAL CONSOLIDATED QUARTERLY IMAGE ALLOWANCE(IF CONSOLIDATED)
EQUIPMENT LOCATION:As Stated Above METER FREQUENCY: Monthly
TERM IN MONTHS:63 MONTHLY BASE PAYMENT AMOUNT': $425.00 ('PLUS TAX) PURCHASE OPTION: Fair Market Value
SECURITY DEPOSIT:0
CONTRACT
THIS AGREEMENT IS NON-CANCELABLE AND IRREVOCABLE.R CANNOT BE TERMINATED.PLEASE READ CAREFULLY BEFORE SIGNING.YOU AGREE THAT THIS AGREEMENT
AND ANY CLAIM RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE IN WHICH OUR(OR,IF WE ASSIGN THIS AGREEMENT,OUR
ASSIGNEE'S)PRINCIPAL PLACE OF BUSINESS IS LOCATED AND ANY DISPUTE CONCERNING THIS AGREEMENT WILL BE ADJUDICATED IN A FEDERAL OR STATE COURT IN
SUCH STATE.YOU HEREBY CONSENT TO PERSONAL JURISDICTION AND VENUE IN SUCH COURTS AND WAIVE TRANSFER OF VENUE.EACH PARTY WAIVES ANY RIGHT TO A
JURY TRIAL
CUSTOMER'S AUTHORIZED SIGNATURE
BY SIGNING THIS PAGE,YOU REPRESENT TO US THAT YOU HAVE RECEIVED AND READ THE ADDITIONAL TERMS AND CONDITIONS APPEARING ON THE SECOND PAGE OF
THIS TWO-PAGE AGREEMENT.THIS AGREEMENT IS BINDING UPON OUR ACCEPTANCE HEREOF.
(As Stated Above)
CUSTOMER SIGNATURE PRINT NAME&TITLE DATE
OWNER("WE","US","OUR")
Function4
OWNER SIGNATURE PRINT NAME&TITLE DATE
12560 Reed Rd Ste 200 Su.ar Land,TX 77478
UNCONDITIONAL GUARANTY
The undersigned,jointly and severally if more than one,unconditionally guarantee(s)that the Customer will timely perform all obligations under the Agreement The undersigned also
waive(s)any notification if the Customer is in default and consent(s)to any extensions or modifications granted to the Customer.In the event of default,the undersigned will immediately
pay all sums due under the terms of the Agreement without requiring us or our assignee to proceed against Customer or any other party or exercise any rights in the Equipment.The
undersigned,as to this guaranty,agree(s)to the designated forum and consent(s)to personal jurisdiction,venue,and choice of law as stated in the Agreement,agree(s)to pay all
costs and expenses,including attorney fees,incurred by us or our assignee related to this guaranty and the Agreement,waive(s)a jury trial and transfer of venue,and authorize(s)
obtaining credit reports.
SIGNATURE:X INDIVIDUAL:NA DATE:
SIGNATURE X INDIVIDUAL:NA DATE:
CERTIFICATE OF DELIVERY AND ACCEPTANCE
The Customer hereby certifies that all the Equipment:1)has been received,installed,and inspected,and 2)is fully operational and unconditionally accepted.
SIGNATURE:X NAME AND TITLE: DATE:
ZPO3A(TL)_F0810 10/02/17 PAGE 1 OF 2 295
ADDITIONAL TERMS AND CONDITIONS
AGREEMENT.You want us to provide you the equipment referenced herein,excluding equipment marked as not financed under this Agreement("Equipment')and you agree to pay us the
amounts payable under the terms of this agreement("Agreement')each period by the due date. This Agreement is binding upon our acceptance hereof and will begin on the date the
Equipment is delivered to you or any later date we designate.If we designate a later commencement date,you agree to pay us an additional amount equal to the periodic payments due under
this Agreement prorated for the period between the date the Equipment is delivered to you and the commencement date.We may charge you a one-time origination fee of$89.50(or$99.50
if the total sum of payments exceeds$75,000).If any amount payable to us is not paid when due,you will pay a late charge equal to:1)the greater of ten(10)cents for each dollar overdue
or twenty-six dollars($26.00);or 2)the highest lawful charge,if less.Any security deposit will be commingled with our assets,will not earn interest,and will be returned at the end of the term,
provided you are not in default.
NET AGREEMENT.THIS AGREEMENT IS NON-CANCELABLE FOR THE ENTIRE AGREEMENT TERM.YOU AGREE THAT YOU ARE UNCONDITIONALLY OBLIGATED TO PAY ALL
AMOUNTS DUE UNDER THIS AGREEMENT FOR THE ENTIRE TERM.YOU ARE NOT ENTITLED TO REDUCE OR SET-OFF AGAINST AMOUNTS DUE UNDER THIS AGREEMENT
FOR ANY REASON.
IMAGE CHARGES AND OVERAGES. You are entitled to make the total number of images shown under Image Allowance Per Machine(or Total Consolidated Image Allowance,if applicable)
each period during the term of this Agreement.If you make more than the allowed images in any period,you will pay us an additional amount equal to the number of the excess images made
during such period multiplied by the applicable Excess Per Image Charge.Regardless of the number of images made in any period,you will never pay less than the Base Payment Amount.
You agree to provide us with the actual meter readings on any business day as designated by us,provided that we may estimate the number of images used if such meter readings are not
received within five days after being requested.We will adjust the estimated charge for excess images upon receipt of actual meter readings.You agree that the Base Payment Amount and
the Excess Per Image Charges may be proportionately increased at any time if our estimated average page coverage is exceeded.After the end of the first year of this Agreement and not
more than once each successive twelve-month period thereafter,the Base Payment Amount and the Excess Per Image Charges(and,at our election,the Base Payment Amount and Excess
Per Image Charges under any subsequent agreements between you and us that incorporate the terms hereof)may be increased by a maximum of 10%of the then existing payment or charge.
Images made on equipment marked as not financed under this Agreement will be included in determining your image and overage charges.
EQUIPMENT USE.You will keep the Equipment in good working order,use it for business purposes only and not modify or move it from its initial location without our consent You agree that
you will not take the Equipment out of service and have a third party pay(or provide funds to pay)the amounts due hereunder.You will comply with all laws,ordinances,regulations,
requirements and rules relating to the use and operation of the Equipment
SERVICES/SUPPLIES. If we have entered into a separate arrangement with you for maintenance,service,supplies,etc.with respect to the Equipment,payments under this Agreement may
include amounts owed under that arrangement,which amounts may be invoiced as one payment for your convenience.You agree that you will look solely to us for performance under any
such arrangement and for the delivery of any applicable supplies.
SOFTWAREIDATA.Except as provided in this paragraph,references to"Equipment'include any software referenced above or installed on the Equipment We do not own the software and
cannot transfer any interest in it to you.We are not responsible for the software or the obligations of you or the licensor under any license agreement.You are solely responsible for protecting
and removing any confidential data/images stored on the Equipment prior to its return for any reason.
LIMITATION OF WARRANTIES.EXCEPT TO THE EXTENT THAT WE HAVE PROVIDED YOU A WARRANTY IN WRITING,WE MAKE NO WARRANTIES,EXPRESS OR IMPLIED,
INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.YOU CHOSE ANY/ALL THIRD-PARTY SERVICE PROVIDERS BASED ON YOUR
JUDGMENT.YOU MAY CONTACT US OR THE MANUFACTURER FOR A STATEMENT OF THE WARRANTIES,IF ANY,THAT THE MANUFACTURER IS PROVIDING.WE ASSIGN
TO YOU ANY WARRANTIES GIVEN TO US.
ASSIGNMENT.You may not sell,assign,or sublease the Equipment or this Agreement without our written consent We may sell or assign this Agreement and our rights in the Equipment,in
whole or in part to a third party without notice to you.You agree that if we do so,our assignee will have our assigned rights under this Agreement but none of our obligations and will not be
subject to any claim,defense,or set-off that may be assertable against us or anyone else.
LOSS OR DAMAGE.You are responsible for any damage to or loss of the Equipment No such loss or damage will relieve you from your payment obligations hereunder.Except for claims,
losses,or damages caused by our gross negligence or willful misconduct,you agree to indemnify us and our assignee,if applicable,against any claims,losses,or damages,including attorney
fees,in any way relating to the Equipment In no event will we be liable for any consequential or indirect damages.
INSURANCE.You agree to maintain comprehensive liability insurance acceptable to us.You also agree to:1)keep the Equipment fully insured against loss at its replacement cost,with us
named as loss payee;and 2)provide proof of insurance satisfactory to us no later than 30 days following the commencement of this Agreement,and thereafter upon our written request If you
fail to maintain property loss insurance satisfactory to us and/or you fail to timely provide proof of such insurance,we have the option,but not the obligation,to secure property loss insurance
on the Equipment from a carrier of our choosing in such forms and amounts as we deem reasonable to protect our interests.If we secure insurance on the Equipment,we will not name you
as an insured party,your interests may not be fully protected,and you will reimburse us the premium which may be higher than the premium you would pay if you obtained insurance,and
which may result in a profit to us through an investment in reinsurance.If you are current in all of your obligations under the Agreement at the time of loss,any insurance proceeds received
will be applied,at our option,to repair or replace the Equipment or to pay us the remaining payments due or to become due under this Agreement,plus our booked residual,both discounted
at 3%per annum.
TAXES.We own the Equipment You will pay when due,either directly or by reimbursing us,all taxes and fees relating to the Equipment and this Agreement.Sales or use tax due upfront will
be payable over the term with a finance charge.
END OF TERM.At the end of the term of this Agreement(or any renewal term)(the°End Date"),this Agreement will renew for an additional three-month period under the same terms unless
a)you provide us written notice,at least 90 days prior to the End Date,of your intent to return the Equipment,and b)you timely return the Equipment to the location designated by us,at your
expense.If a Purchase Option is indicated above and you are not in default on the End Date,you may purchase the Equipment from us'AS IS°for the Purchase Option price.If the returned
Equipment is not immediately available for use by another without need of repair,you will reimburse us for all repair costs.You cannot pay off this Agreement or return the Equipment prior to
the End Date without our consent.If we consent,we may charge you,in addition to other amounts owed,an early termination fee equal to 5%of the price of the Equipment.
DEFAULT AND REMEDIES.If you do not pay any sum within 10 days after its due date,or if you breach any other term of this Agreement or any other agreement with us,you will be in
default,and we may require that you return the Equipment to us at your expense and pay us:1)all past due amounts and 2)all remaining payments for the unexpired term,plus our booked
residual,both discounted at 4%per annum.We may also use all other legal remedies available to us,including disabling or repossessing the Equipment You agree to pay all our costs and
expenses,including reasonable attorney fees,incurred in enforcing this Agreement.You also agree to pay interest on all past due amounts,from the due date,at 1.5%per month.
UCC.If we assign rights in this Agreement for financing purposes,you agree that this Agreement,in the hands of our assignee,is,or shall be treated as,a"Finance Lease"as that term is
defined in Article 2A of the Uniform Commercial Code("UCC").You agree to forgo the rights and remedies provided under sections 507-522 of Article 2A of the UCC.
MISCELLANEOUS.This Agreement is the entire agreement between you and us relating to our providing and your use of the Equipment and supersedes any prior representations or
agreements,including any purchase orders.Amounts payable under this Agreement may include a profit to us.The original of this Agreement shall be that copy which bears your facsimile or
original signature,and which bears our original signature.If a court finds any provision of this Agreement unenforceable,the remaining terms of this Agreement shall remain in effect.You
authorize us to either insert or correct the Agreement number,serial numbers,model numbers,beginning date,and signature date.All other modifications to the Agreement must be in writing
signed by each party.
ZPO3A(TL)_F0810 10/02/17 PAGE 2 OF 2 295
GOVERNMENTAL ENTITIES ADDENDUM
This is an addendum ("Addendum") to and part of that certain agreement between Function4 ("we", "our")
and Port Arthur, City of ("Governmental Entity", "you", or "your"), which agreement is identified in our records as
agreement number ("Agreement"). All capitalized terms used in this Addendum which are not
defined herein shall have the meanings given to such terms in the Agreement.
APPLICABLE TO GOVERNMENTAL ENTITIES ONLY
You hereby represent and warrant to us that as of the date of the Agreement: (a)the individual who executed
the Agreement had full power and authority to execute the Agreement on your behalf; (b) all required procedures
necessary to make the Agreement a legal and binding obligation against you have been followed; (c)the Equipment
will be operated and controlled by you and will be used for essential government purposes for the entire term of the
Agreement; (d) that all payments due and payable for the current fiscal year are within the current budget and are
within an available, unexhausted, and unencumbered appropriation; (e) you intend to pay all amounts payable
under the terms of the Agreement when due, if funds are legally available to do so; (f) your obligations to remit
amounts under the Agreement constitute a current expense and not a debt under applicable state law; (g) no
provision of the Agreement constitutes a pledge of your tax or general revenues; and (h) you will comply with any
applicable information reporting requirements of the tax code, which may include 8038-G or 8038-GC Information
Returns. If funds are not appropriated to pay amounts due under the Agreement for any future fiscal period, you
shall have the right to return the Equipment and terminate the Agreement on the last day of the fiscal period for
which funds were available, without penalty or additional expense to you (other than the expense of returning the
Equipment to the location designated by us), provided that at least thirty (30) days prior to the start of the fiscal
period for which funds were not appropriated, your Chief Executive Officer (or Legal Counsel) delivers to us a
certificate (or opinion) certifying that (a) you are a state or a fully constituted political subdivision or agency of the
state in which you are located; (b)funds have not been appropriated for the applicable fiscal period to pay amounts
due under the Agreement; (c) such non-appropriation did not result from any act or failure to act by you; and (d)
you have exhausted all funds legally available for the payment of amounts due under the Agreement. You agree
that this paragraph shall only apply if, and to the extent that, state law precludes you from entering into the
Agreement if the Agreement constitutes a multi-year unconditional payment obligation.
GOVERNMENTAL ENTITY'S AUTHORIZED SIGNATURE
(As Stated Above) X
SIGNATURE PRINT NAME&TITLE DATE
OUR SIGNATURE
SIGNATURE PRINT NAME&TITLE DATE
VP07NA_06 10
�^ FP Mailing Solutions
F p 140 N.Mitchell Ct,Ste 200
Addison,IL 60101-5629
Tel:(800)341-6052
Customer Agreement www.fp-usa.com
CUSTOMER INFORMATION
Billing Address Shipping&Installation Address(if different than Billing)
Customer:City of Port Arthur, Texas Customer:City of Port Arthur
Department:Accounts Payable Department:Purchasing
Street:P.O. Box 1089 Street:444 4th Street
City:Port Arthur County:Jefferson City:Port Arthur County:Jefferson
State:TX Zip:77641 State:TX Zip:77640
Tel:(409)983-8160 Fax:(409)983-8291 Tel:(409) 983-8160 Fax:(409)983-8291
E-mail:Yolanda.goudeaux@portarthurtx.gov E-mail:Yolanda.goudeaux@portarthurtx.gov
Contact Name:Yolanda Scypion-Goudeaux Contact Name:Yolanda Scypion-Goudeaux
Deliver To: ID Dealer ❑Customer ❑Fulfilled from Dealer Inventory Mailing Address: ❑ Same as Billing
❑ Existing Customers Only check box if Billing Address has changed. 0 Existing Customers Only:check box if Shipping&Install Address has changed.
RENTAL INFORMATION
Quantity Item# Item Description Monthly Rate Rental Billing Delivery(select one)
1 P200C PostBase pro Meter" included O Electronic Billing
1 UNL Unlimited Resets included ❑ Paper Billing
1 RGPOST PostBase RateGuard included Rental Billing Frequency(selectone)
'Equipment&Attributes must be purchased separately ❑ Annual Billing
❑ Semi-Annual
❑� Quarterly Billing
Note:If a payment option is not selected,FP
will default to Quarterly Paper Billing.
Term of Contract: 63 months" Total Monthly Payment $65.00
Terms and Conditions: By signing below,I hereby acknowledge and agree that FP's standard shipping rates and the additional terms and conditions available on the FP website at
www.fp•usa.com/terms-conditions are applicable to,and incorporated by reference into,this agreement(If you do not have access to the intemet,please contact FP directly at
800.341.6052 and we will provide you with a copy for your records.)*36 Month Initial Term will apply unless otherwise indicated above.
CUSTOMER ACC EPTANCE(please complete all fields)
Customer Acceptance of Terms Dealer Information
Print Name of Authorized Representative: Selling Dealer Name:Function4 Dealer#:2530
Tel: Address:4785 Eastex Freeway
Tax ID:74-6001885 state;TX Tel:(409) 892-0671 Fax:(409) 892-6323
Authorized Signature:X Sales Representative Name:Mark McKee
Date Servicing Dealer Name:Function4 Svc.Dealer#:2530
DEALER&INTERNAL USE ONLY
El New Customer I]Lease Company: Great America Promo Code:
1]Upgrade/Model Change El Major Account: Package Code: PPROL
❑Renewal(no change of equipment) ❑GSA 1 State Contract No.: ❑ Price or Terms Exception Approval(Form Attached)
❑Coterminous Add-On: Master Billing Acct.No.: ❑ USPS®Location:(CPU Letter Attached)
❑Change of Ownership Master Postage Acct.No.: ❑Tax-Exempt(Certificate Attached)
Existing Account No.: 600056394
FM MG_RENTAGR_12 Page 1 revised 4/3/2018
functiorP
Advantage CPP Maintenance Contract
Sold To:(legal name) Ship To:
Name: City of Port Arthur Account Number: Name: City of Port Arthur-Purchasing Dept. Account Number:
Street Address: 444 4th St. Address Line 1: 444 4th St.-2nd Floor
Address Line 2: P.O.Box 1069(zip 77641) City: Port Arthur State: TX Zip: 77640
Phone#: (409)983-8160 Phone#: (409)983-8160
City: Port Arthur State: TX Zip: 77640
Tax Exemption 0 No 0 Yes (Certificate required) Tax Exemption Number: 74-6001885
PO Required [ No [ J yes (Copy required) PO Number: PO Expiration Date:
Advantage CPP Maintenance Plan
Cost Per Page
❑With Supplies El Without Supplies•Purchased Separately Effective Date: Upon Delivery
Billing Cycle for CPP contract: ❑Monthly 0 Quarterly 0 Annually Contract Term(Months): I 112 ❑24 ❑36 ❑48 ❑60 [(63
Billing Cycle for Excess Copies: ❑monthly 0 Quarterly ❑Annually
Digital Support Services OPT OUT X
Product Covered Under Contract:
Item Model Description Serial Number Type Start Meter Read Mo.Base Allowance CPP Monthly Base$ Overage CPP
1 PostBase Pro DS C
B/W - $ 60.00
2 C
B/W
3 C
B/W
4 C
B/W
5 C
B/W
6 C
B/W
Comments
Includes parts&labor.Supplies bought seprately as needed.
Current lease 025-1025825-000 on Centermail 120 will be cancelled without penalty upon commencment of new lease.
One monthly bundled payment of$425.00 includes$60.00/mo.for Function4 maintenance and$75.00/mo for FP meter rental.
Also,includes Unlimited Resets,RateGuard. 200 Cost Accounts,MailOne software,HP all-in-one PC w/stand &5-yr warranty and box of 500 labels.
Customer's signature below acknowledges receipt and consent to Function4 Advantage CPP Maintenance Contract Terms and Conditions.
Not binding on Function4 until signed by Function4 Manager.
Customer Name: Function4 Representative: Mark McKee
Please Print Date
Signature: Function4 Manager:
Authorized Representative of Customer Date Date
Title:
FOR INTERNAL USE
❑New Customer ❑Maintenance w/Equipment Order [ ]Maintenance Only Maintenance Billed by Function-4 [j Maintenance Billed with Lease ❑Dealer Serviced
Agreement#:
Price Plan#:
Subfleet#:
Key Operator Contact: Yolanda Scypion-Goudeaux Phone: (409)983-8177 Email Address: yolanda.goudeaux@portarthurbc.gov
Meter Read Contact: Phone: Email Address:
Accounts Payable Contact: Phone: Email Address:
Special Instructions: Additional Documents Attached:
❑Price Exception ❑Tax Exempt Certificate
❑Purchase Order ❑Credit Application
Function4,LLC 14785 Eastex Freeway I Beaumont,TX 77706
(888)267-7827 I www.function-4.com
ADVANTAGE CPP MAINTENANCE AGREEMENT TERMS AND CONDITIONS
1. DEFINITION AND INCORPORATION.The+.•••• r.' ,i .tt •i .. ,'• 14. DIGITAL SUPPORT SERVICE(055) Unless the Custom.•i opts out of OSS. function 4 shall provide
Advantage CRP Maintenance Agreement for ser mamiee.m,:,•," i E,1u 1 •i,-i •lin.' anene i, Customer with 055,for a fee of 59.95 per month per device Loveied under the,Maintenance agreement billed
a Maurnenanc a Ag,ee melt.along with these Terms and Conditions Customer(speuned on• verse side with the have billing cycle OSS provides remote Help Desi Support which includes troubleshooting network
hereof)and Funn:vn 4,I IC("Function 4`)agree than these Terre,and Conditions are ine:orated by connectivity issues,network print.scary and fax resolution,print/fax driver updates,installation of additional
reference into the Advantage CPP Maintenance Agreement to which they are attached as well as all print;fax drivers and instattahan of additional scan/fax destinations
purchase orders and invoices between Gustiest-net and Function 1 rime er meg the Fgiupment which is the 15. AUTOMATIC RENEWAL.This Maintenance Agreement shall be autnrnaticalfr renewed:enthnut any
subject of a Mainienan:e Agreement noroe nem Function 4 or Customer upon expiration of the lmtiat term for successive renewal reerms,on a
2. INSTALLATION.Certain Equipment must be installed according to specific requirements in terms:at year to year base.at I iincnon 3'S maintenance rates in effect at the time of applicable renewal.but at no rase,
space.electrical,and environmental conditions Installation,equmysnents are defined :n the Equipment will the renewal exceed a 15't-pen increase poet the prior term
Operator Manual.Customer shall ensure that the Equipment e,placed in an arca that canfnnns to the 16 CANCELLATION OF SERVICE.Cancellation of the Maintenance,Agreement at the conclusion of the
manufacturer's speehrations and requirements and will bear ail cost and expense requmad for installation Initial Term or any renewal term may be accomplished by either party by providing written notice of such
such as telephone and electrical wiring.remodeling.naive and power filters,and electrical work external to cancellation no later than thirty;301 days pr:ar to the exp:rationi of the term then WI effect In addition,
the equipment Function 4 may cancel this Maintenance Agreement,in whole or in partat any time upon seven t71 days
3. CPP with Supplies.if Costumer selects the Cost Pei Paige("CPP")with Supplies Option on the written notice.lir without npbce:n the thirty(30)day period prime to the renewal date.if Customer at arty
Maintenance Agreement and pays the applicable charge for the Maintenance Agreement Function 4 time is in breach of any term or condition contained herein Function 4 may apply any refund due to the
will perform maintenance cleaning and make inspections, adjustments and repairs. and replace satisfaction of any past due novices for any other product or service.Should this Maintenance Agreement
defective parts for the Equipment without additional charge to Customer,provided such calls are made be cancelled by Customer,Function 4 will not issue any refund for the unused portion
during Norma'.Business Hours las defined in paragraph 8 Mow: Function 4 will fu:nish the following IT. LIQUIDATED DAMAGES. In the event 01 Custurnei default or voluntary termination,Customer
supplies.to be delivered at accepted Intel yah in quantities as usage history dictates as deter mined by promises to pay to Function 4 the following amounts as squidated damages land not as a penaltvl;(al
Function 4 and additional deliveries as required.Toner,Developer.Drums or Photoconductor.Filter During the first six(6)morels of the initial term,six(6t times the Average Monthly Charge.(hi At any time
Change,Fuser Oil.Webs CPP with Supplies does not include paper,labels,staples or transparencies of thereafter,the lesser of the remaining amount owed or three times the monthly charge in the event
any kind Funr firm 3 t.,elves tin`light to charge Customer lot shipping and handling char gee ncurred Costumes is in default of any obligation uncle•the,agtes en'int and me ..ins.n default tar seven UI days
by Function 4 for the delivery of any Consumable Supplies deli:.erect to the Customer Function 4 agrees after notice therenl.Funrtton 4 may rancid this agreement and collect damages according to the foregoing
to train Customer personnel in the ace of the Equipment at reasonable tones.Al tinsel other than any formula
anniversary or renewal dales as described in paragraph 12,Function 4 shall have the right under this 18. NO WAIVER.Customer acknowledges and agrees that any delay Or railure to enforce its rights
Maintenance Agreement to increase the.CPP rate upon thirty 130)days written notice to Customer hereunder lay Fontein 4 does nut cunstrtuti•a waiver of such rights by Function 4 or in any way prevent
4. EXCESS COPIES.The initial term of this Maintenance Alts eainent is based on anticipated customer Function 4 from enforcing such rights.us arty other'iphr-.her°under,at a later time
usage as stated in"Base Allowance'on the face of the Mamntenanee Agreement{the"Initial Term") Base 19. ENTIRE AGREEMENT.The Maintenance Agreement andif applicable,the Equipment Order,in the
Allowance coulee are accumulated from the initial meter read Customer shall ernvude Furecnun 4 with event Customer has elected to acquire the Equipment lions f unction 4,canstrtotes the entire agreement
meter ieadmgs cm the last day ul each month and/or when requested by Function 4 Each 8i;"x 11"copy between Customer and Function 4 related to the maintenance of the Equipment,and any and all prior
will be recorded as a staple meter click Each II"x 17"rope will be recorded as a double meter clicknegotiations, agreements (oral or written). proposals lural or written!, understandings ands',"
Duplexed copies shall be counted at twice the rate of svnplexed copies For models equipped with banner communications between the parties relating to Mrs Marestenanr.e Agreement are hereby superseded
Printing capabilities.the following meter click usarges shall apply:IS to 27"s 3 clicks,77"Ia 16" =4 20. NO INDUCEMENTS.Customer represents and warrants that no promise,agreernent or inducement.
clicks; 36"to 47" - S clicks Function 4 reserves the right to conduct on•sste inspections and meter whether written or oral.which is not hereto expressed has been made to Customer in executing this
reading:,to verily the accuracy of meter readings at any time and to substitute,in its sole and absolute Equipment Order and that Customor is not relying on any statement as representation,written,or ora 1,
discretion.its own readings for the Customer's readings Customer agrees to provide Function 4 access which is not expressly set forth herein as an inducement to the execution of this Equipment Order.
to the Equipment during Normal Business Hours to perform sue.h inspections and meter readings further 21. NO MODIFICATION OF TERMS.Customer expressly at knawledges and agrees that these terms and
it Customer does not provide function 4 with meter readings on the last day of the month.Function 4 comhtinns may not be varied,modified,or changed except by written agreement executed by a[duly
shall be entitled to eslinl,11e the mete,reading and Customer agrees to accept such estimated reading authotized nepr.•sematrve of Function 4,and that this Maintenance Agreement cannot be modified by
Should the Base Allowance be exceeded prior to expo atinn of any applicable billing cycle,Customer course of performance or course of dealing No sales or service personnel,including but not limited to,
agrees to pay the current excess cops charge for each ceps in excess Of the Base Aliewan Ce Invoices for managers or supervisors.have any authority to override this pros:sten
excess copies will be tendered either monthly,quarterly,semi-annually Or annually Al determined by 22 AUTHORITY. Customer and Function 4 each represent and warrant that them respective signetors
Function 4 to the Maintenance Agreement have been duty authorized to enter into osis Maintenance Agreement by
S. PAYMENT;SUSPENSION OF SERVICE.Customer agi ees to pay,by check made payable to Function them.
4 or by credit card all invoices rendered Inc services performed and/or parts installed can Equipment 23. LIMITATION ON LIABILITY. Under no circumstances shall Fmncteon 4 be responsible to Customer for
within 30 days from the date of the invoice.Function 4 dues not accept cash payments If any Dart of any indirect,special or consequential loss or damagehowever caused.dosing all!of this Maintenance
any payment due to Function 4 hereunder is more their five i5f days past due,Customer agrees to pay Agn"r.. -tit or services provided under this Maintenance Agreement Function 4's liability m case of
a late charge equal to 10%of the pent due amount to coaer Function 4 s administrative costs occasioned onperfeirmancs-or breach of the,Maintenance Agreement shall not exceed the amount of money which
by said late payment.Customer agrees that amounts not timely Paid shall bear interest at the rate of Customer has paid to Function 4 pursuant to this Maintenance Agreement
1 5%monthly(1851 per annum).or at the maximum rate allowed by law.whichever is less.Without 24 INDEMNITY, CUSTOMER SHALL INOEMNIFS FUNCTION 4 AGAINST AND HOLD FUNCTION 4
waiver of any other rights hereunder,Function 4 shall have the right to discontinue service In the event HARMLESS FROM AND AGAINST ANY AND ALL FUTURE LOSS.COSI,EXPENSE AND LIABILITY OF WHATEVER
Customer becomes delinquent in payment. KIND.TYPE OR NATURE.INCLUDING THOSE BROUGHT BY THIRD PARTIES.ARISING OUT OF OR RELAtING
6. CUSTOMER CHANGES.Function 4 rinet les the right to assess additional charges andjar terminate TO THIS MAINTENANCE AGREEMENT In the event of an indemnified claim hereunder,Function 4 agrees
services in the event the Customer implements any changes,alterations.attachments or additions that make to present such indemnified clans in wngmg to Customer promptly and to timely furnish Customer all
it more expensive or impractical for Function 4 to provide service to Customer or the Equipment -urdence,witnesses and other reasonable assistance requested to defend against any such indemnified
7. CPP Maintenance Only.It Customer selects the CPP Maintenance Only Option on the Maintenance claim
Agreement.Function 4 will provide such maintenance servo ail is necessary to maintain the Equipment 25. DISCLAIMER.CUSTOMER TAKES THE EQUIPMENT"AS IS"AND FUNCTION 4MAKES NO WARRANTY,
in good operating condition,including replacement of parts which have broken or worn out through EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT
normal use This Maintenance Agreement covers all routine.remedial and preventative maintenance THE EQUIPMENT IS MERCHANTABLE. Function 4 expressly drsciainrs any duty as insurer of the Equipment
service this Maintenance Agreement does not include Consumable Parts or Consumable Supplies and Customer shall pay fpr all rusts of repair and;sorts or replacement of the Equipment made necessary
Consumable Parts are photoreceptor drum(imaging units drum cartridges, masters)and fuser unit by,but not fronted to.loss or damage through decedent chose,misuse,theft.fire,water causality natural
cleaner/lubricants fluter webs,cleaning rollers.wicks.baits.fuser oil; Consumable Supplies are'.toner force or any other negligent act of Customer or Customers agents and/or service performed by non•
developer,biters,paper,preventative maintenance kits,print wheels.ribbons,ask cartridges,staples,arid Function 4 personnel Function 4 wit:not assume any liablity for any conditions arising from electrical
waste tuner bags/receptacles.If Cmsstomrr uses party on supplscrs other than Function P Consumable Paris Circuitry external to the Equipment and Equipment Line Cord,nos,s any excel nal elect Ecol woe k covered
and/or Consumable Supplies,and if such parts or supplies are defective or not adaptable to use on the under[Isis agreement
Equipment resulting In unnecessary service calls(chargeable item),service problems.or unacceptable 26. ATTORNEYS FEES;COSTS.In the event Customer defaults tinder this:Maintenance agreement,or
copy quality then Function a may terminate this ts'taintenaece Agreement and the nausea portion of any d any other dispute arises hereunder requ iron(Function 4 to refer said matter to an attorney ander
fee refunded is in function 4's sole and absolute d•scretron.In the event Function el so terminates this to mnetiate or defined,any court action in any sway related to t`e>Maintenance Agreement,Customer
Maintenance Agreement.Costumer will be offesedcontinuing service Gore Function at published hourly agrees to pay Function 4's reasonable attorneys fees and all costs resulting train such action
ratee sublert to change without notice The Operator Manuals for each piece of Equipment define specific 27. CHOICE OF LAW AND FORUM SELECTION CLAUSE. Customer hereby covenants and agrees that env
operator responsibilities. Performance or normal operator functho, as described in the Operator and all disputes armsrng out of or in connection with this Maintenance Agreement shag be:Interpreted and
Manuals art'Custusner's responsibility,are not included in Ins Masnt^mance Agroernent,and aie subtest construed in accordance with the laws of the Stare of Texas This Maintenance Agreement is entered into
to admhtronal charges at established Function 4 races then to effect Customer agrees to veer rise o'neer and performable in the State of Texas. Customer hereby covenants and agrees that exclus.ce venue and
care of the Equipment This Maenlenance Agreement does not cover service calls Caused by user error thsdnrtion of any action brought regarding this Maintenance Agreement and any and an dispute:with
misuse or abuse nor does it cover software and/or network printing configuration or related issues.and Function 4 shalt lie with any state or federal court of competent turisdretnon on Harris County.texas.
such services will be subject to additional charges at established 1 unction 4 rates then in effect 28. WAIVER OF JURY TRAIL.CUSTOMER HEREBY EXPRESSLY WAIVES TRIAL BY JURY AS TO ANY AND ALL
IT BUSINESS HOURS FOR SERVICE.Ali services provided hereunder are available only dun insg Function ISSUES ARISING OUT OF,OR IN ANY WAY RELATED TO THIS MAINTENANCE AGREEMENT.
4 s Normal Business Hours,winch•s hereby defined to consist at 8:00 am to 500 pm Central Time 29 NOTICE.Any notice nr other communication given or reentered to connection with toil Maintenance
Monday through Friday. exvluseve of function a holidays and subject to change by Function 4. At Agreement shall be in virnnng.and shall lee given by certified or registered marl,postage prepaid,return
Customer's request Function 4 may render serve., outside of nominal business hours. subiect to receipt requested If sent to function 4.sand notice shall be sent to the registered agent for Function 4 en
avaltabilsty of personnel and additional charges at estab!uhed Function 4 rates then Inc effect the state in which the transaction arose esr to Function 4.Atternimn Wlbt,mn PatcOuios. 12560 Reed Rd.,
9. RETAINED TITLE.Title to all supplies furnished:n connection with the Maintenance Agreement, Suite 200,Sagan Land,Texas 77478,or such other address as Font non 4 may hereafter designate en
snetudeng consumable pans such as dr,ims,remains in Function 4 until said supplies are consumed to wr,nt% If fm Costumer,the notice shall be sent to Customer at the address specified nil the reverse side
the extent that they may not be lurchem utilized is the ropy making process In the event of Customer hereof,ire such other address which may he specified by Customer en writing to Function I
default or cancellation of this Maintenance Agreement.all such supplies and COIN suma bin•parts shalt be 30. FAIR NOTICE. CUSTOMER HEREBY AGREES THAI ANY LANGUAGE IN THIS MAINTENANCE
returned to Functron 4 on demand Additionally,F,uceterin 4 reserves the right to charge Customer a AGREEMENT THAT IS IN ALL CAPITAL LETTERS AND/OR BOLDFACE TYPE AND IN PARAGRAPHS 17,23,
prorated enwunt for army unused portion of dr urn remansing pursuant to Function 4's standard formula 24,2S,28 AND THIS PROVISION ARE CONSPICUOUS AND THAT CUSTOMER HAS BEEN GIVEN FAIR NOTICE
for such proration OF ALL TERMS AND CONDITIONS Of THIS MAINTENANCE AGREEMENT.
10 AVAILABILITY OF SUPPUES. Function a Customer Serve,: Emgmne rs do not carer or deliver 31 AFFIRMATIVE ACTION.Function 4 and all vendors,und,'or subcontractors are obligated to and do to the
Consumable Supplies(toner and paper). It iv Customer's reapo„sibilits :u purchase and hose the best oe Function 4's knosvledgeomply with the EEO clause at 41 CFH la)1 Ota,acrid The Attitmat:we Action
ecessau n snpphes available for Customer Service Engineer y use Clauses at 250.4ea1 and 741 41a(
11. RECONDITIONING.When a shop reconditioning n necessary.or the manufacturer s iri,expectancy al
the Equipment has been exceeded,and normal repairs and parr;replacement cannot keep a 0501 io
satisfactory operating condition,Function 4 will submit to Customer a cast estimate Of needed Tepees which
will be in addmon to ordinary maintenance/service charges If Csntomer:foes nen authorize scot,work.
FOnrtion 4 may refuse to renew this Maintenance Agreement for such stmt..andjn.e•:rhos;-to"'ohm',
providing se ante to such unit under this Ma,ntena,rce Agreement turnishung service only on a"Per Call"
basis
12. NETWORK INTEGRATION. if Network integration ser:tees are provided by function 4, Cr:stomem
warrants that the f unction 3 Digital Needs Analysis rDNA."l has Peen accurately completed and f unction 1
may felt''on the infaf'eiation sentamed an the DNA inn ptov.deng tsetse-ark:niegrabfX`Services. Funnctmrs 3
reserves the right to assess additional charges foi sins'rev due In Cu;toma:s modification of 4s network
software,Cr operating sy2temisi
13 SYSTEM MONITORING Function 4 will deploy iced e..<trie :tf toeter :.gent whet(:Aa Des::;
Relationship Management (DEMI) system that tele..c ' s".. ,ancto. 4 ;XechAtfs:ITV thee purtt.:—
autotnated meter reading,lcchnical performance re.- ...'t:U:n,?tx!e imsd iuCtris?eyet m. cite'::-'
replenisnrrient,and prodUcr statues(and as desryeb.•..I r,-r:'.i.r:4','sr),. ....:..
,.hFt sig System Monitoring,Function a reserves the:.it , -tsaws are... -
not to eueed 525 per invoice Function 41 12560 Reed Road,Suite 200 1 Sugar Land TX 77478
(888)267-7827 I www.function-4.com
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