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PR 22907: CONTRACT WITH NATIONAL JOINT POWERS ALLIANCE, SCANNERS AND COPIERS
Enr.gr - City of orl rr�rur www.PortArthurTx.gov INTEROFFICE MEMORANDUM Date: 12/02/2022 To: The Honorable Mayor and City Council Through: Ronald Burton, City Manager From: Timothy W. Duriso, Chief of Police RE: PR 22907 - Maintenance Renewal of Lease Agreement with pricing through National Joint Powers Alliance(NJPA) Contract#083116-KON with Function 4 for five(5) Years for copiers and high-speed scanners at a cost of 1705.04 per month, or $20,461.68 annually. Introduction: The intent of this Agenda Item is to seek the City Council's approval to renew the annual lease agreement with Function 4 which includes a(5) year lease agreement to include six(6) copiers and a high-speed scanner at a cost of$1705.14 per month, or$20,461.68 annually. Function4 pledges the soluton of services provided will meet or exceed the criteria developed or they will commit the resources necessary to achieve satification. If Funciton4 cannot accomplish that goal,they will agree to release the City of Port Arthur from any further obligations. Background: Under Resolution 17-249, the Port Arthur Police Department entered into a five(5) year leasing agreement with Function 4 of Beaumont, Texas to provide(6) copiers and a high-speed scanner to the Port Arthur Police Department. The Lease Agreement covered maintenance, repair with unlimited service calls,parts, labor and supplies (excluding paper). The Port Arthur Police Department is requesting to renew this leasing agreement for an additional five (5) year period. Budget Impact: Funds are budgeted in 001-17-045-5401-00-30-000. "Remember,we are here to serve the Citizens of Port Arthur" P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743 City of nrt rthu�_ www.PortArthurTx.gov Recommendation: It is recommended that City Council approve the City Manager to renew a lease agreement with Function 4 of Beaumont, Texas to provide six (6) copiers and a high-speed scanner to the Port Arthur Police Department for an additional five (5) year period. "Remember,w e are here to serve the Citizens of Port Arthur" P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743 P.R. No. 22907 12/02/2022 JLH RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO RENEW THE ANNUAL LEASE AGREEMENT WITH FUNCTION 4 WITH PRICING THROUGH TEXAS BUYBOARD CONTRACT # 616-20 FOR (5) YEARS FOR COPIERS AND HIGH-SPEED SCANNERS AT A COST OF $1,705 . 04 PER MONTH OR $20,461. 68 ANNUALLY FOR THE POLICE DEPARTMENT. FUNDS AVAILABLE IN ACCOUNT NO. 001-17-045-5401-00-30-000 . WHEREAS, Chapter 271 of the Texas Government Code allows a city by resolution of its governing body, to participate in cooperative purchasing, such as Texas Buyboard, as an alternative to a formal bid process; and WHEREAS, pursuant to Resolution 02-341, the City of Port Arthur entered into an interlocal agreement for cooperative purchasing with Buyboard Cooperative Purchasing Program; and WHEREAS, under Resolution 17-249, the Port Arthur Police Department entered into a five (5) year leasing agreement with Function 4 of Beaumont, Texas to provide (6) six copiers and a high-speed scanner to the Port Arthur Police Department; and WHEREAS, the lease agreement covers maintenance, repair with unlimited service calls, parts, labor and supplies (excluding paper) with a monthly cost of $1, 705 . 14 or $20, 461 . 68 annually; and WHEREAS, funding is available in account number 001- 17-045-5401-00-30-000 . NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct . Section 2 . That the City Council authorizes the City Manager to renew the five (5) year leasing agreement with Function 4 of Beaumont, Texas to provide six (6) copiers and P.R. No. 22907 12/02/2022 JLH a high-speed scanner for the Police Department at a cost of $1, 705 . 04 per month or $20 , 461 . 68 annually. Section 3 . That a copy of the caption of this resolution shall be spread upon the Minutes of the City Council . READ, ADOPTED AND APPROVED on this day of December, A.D. , 2022 , 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 Bartie Mayor ATTEST: Sherri Bellard City Secretary APPROVED AS TO FORM: )4.ik(A r Val Tiz o (f City Attorney P.R. No. 22907 12/02/2022 JLH APPROVED FOR ADMINISTRATION: Ronald Burton Timoth W. D riso /0 City Manager Chief f Police APPROVED AS FOR AVAILABILITY OF FUNDS : Kandy K. Dan el Interim Director of Finance t\1 Flozelle C. Roberts, EIT, MEng, MBA Director of Public Works Clifton Williams, CPPB Purchasing Manager P.R. No. 22907 jlh 12/02/2022 EXHIBIT "A" State and Local Government Lease-Purchase Agreement function PHONE: (800)736-0220 FACSIMILE: (800)700-4643 Full Legal Name Phone Number CITY OF PORT ARTHUR,TEXAS DBA Name(if any) Purchase Order Requisition Number Billing Address City State Zip Send Invoice to Attention of• PO BOX 1089 PORT ARTHUR TX 77641 Equipment Make Model No, Serial Number Description(Attach Separate Schedule If Necessary) 1-SHARP BP-70C45 2-SHARP BP-70C36 3-SHARP BP-70M31 Equipment Location(if not same as above) City State Zip Number of Lease Payments Lease Payments:160 See Lease Payment Schedule Attached as Attachment 1 Full Lease Term(in Months) Payment Frequency — By checking the box below,YOU hereby designate this Lease as a"qualified tax-exempt obligation"as defined in C�Montlrly Section 265(b)(3)(B)of the Internal Revenue Code and represent that the aggregate face amount of all lax-exempt obligations(excluding private activity bonds other than qualified 501(c)(3)bonds)issued or to be issued by YOU 60 0 Quarterly and YOUR subordinate entities during the calendar year in which WE fund this Lease is not reasonably expected ❑Semiannually to exceed$10,000,000. ❑Annually 0 Bank Qualification Elected ❑ Other End of Lease Option:$1 TERMS&CONDITIONS Please read YOUR copy of this State and Local Government Lease-Purchase Agreement("Lease")carefully and feel free to ask US any questions YOU may have about it.Words"YOU"and"YOUR" refer to the"Lessee"and the words'WE,"US"and"OUR"refer to Function 4,LLC,its successors and assigns,as the"Lessor"of the Equipment. 1.LEASE.WE agree to lease to YOU and YOU agree to lease from US,the equipment listed above(and on any attached schedule)including all replacement parts,repairs,additions and accessories ("Equipment")on the terms and conditions of this Lease and on any attached schedule. 2.TERM.This Lease is effective on the date when the term of this Lease and YOUR obligation to pay rent commence,which date shall be the date that funds are advanced by US to YOU,the vendor of the Equipment or an escrow agent for the purpose of paying or reimbursing all or a portion of the cost of the Equipment(the"Commencement Date")and continues thereafter for an original term("Original Term")ending at the end of YOUR budget year in effect on the Commencement Date and may be continued by YOU for additional one-year renewal terms("Renewal Terms")coinciding with YOUR budget year up to the total number of months indicated above as the Full Lease Term;provided,however,that at the end of the Original Term and at the end of each Renewal Term until the Full Lease Term has been completed,YOU shall be deemed to have continued this Lease for the next Renewal Term unless YOU shall have terminated this Lease pursuant to Section 5 or Section 17.Lease Payments will be due as set forth on Attachment 1 until the balance of the Lease Payments and any additional Lease Payments or expenses chargeable to YOU under this Lease are paid in full.As set forth in the Lease Payment Schedule,a portion of each Lease Payment is paid as,and represents payment of,interest YOUR obligation to pay the Lease Payments and YOUR other Lease obligations are absolute and unconditional and are not subject to cancellation,reduction,setoff or counterclaim except as provided in Section 5.THIS LEASE IS NON-CANCELABLE EXCEPT AS PRO- VIDED IN SECTION 5. 3.LATE CHARGES.If a Lease Payment is not made on the date when due,YOU will pay US a late charge at the rate at 18%per annum or the maximum amount permitted by law,whichever is less,from such date. 4.CONTINUATION OF LEASE TERM.YOU currently intend,subject to Section 5,to continue this Lease through the Full Lease Term and to pay the Lease Payments hereunder.YOU reasonably believe that legally available funds in an amount sufficient to make all Lease Payments during the Full Lease Term can be obtained.YOUR responsible financial officer shall do all things lawfully within his or her power to obtain and maintain funds from which the Lease Payments may be made,including making provision for the Lease Payments to the extent necessary in each proposed annual budget submitted for approval in accordance with YOUR applicable procedures and to exhaust all available reviews and appeals'if that portion of the budget is not approved.Notwithstanding the fore- going,the decision whether to budget or appropriate funds and to extend this Lease for any Renewal Term is soley within the discretion of YOUR governing body. 5.NONAPPROPRIATION.YOU are obligated only to pay such Lease Payments under this Lease as may lawfullybe made from funds budgeted and appropriated for that purpose during YOUR then current budget year.If YOU fail to ap ropriate or otherwise make available funds to pay the Lease Payments required to be paid in the next occurring Renewal Term,this Lease shall be deemed terminated at the end of the then current Original Term or Renewal Term.YOU agree to deliver written notice to US of such termination at least 90 days prior to the end of the then current Original Term or Renewal Term,but failure to give such notice shall not extend the term of this Lease beyond the then current Original Term or Renewal Term.If this Lease is terminated in accordance with this Section,YOU agree,at YOUR cost and expense,to peaceably deliver the Equipment to US at the location or locations specified by US. 6.WARRANTIES WE are leasing the Equipment to YOU"AS-IS"and WE MAKE NO WARRANTIES,EXPRESS OR IMPLIED,INCLUDING WARRANTIES OF MERCHANTABILITY,OR FITNESS FOR A PARTICULAR PURPOSE.WE transfer to YOU,without recourse,for the term of this I Rase all warranties,if any,made by the manufacturer.YOU ALSO ACKNOWLEDGE THAT NO ONE IS AUTHORIZED TO WAIVE OR CHANGE ANY TERM,PROVISION OR CONDITION OF THIS LEASE AND,EXCEPT FOR THE MANUFACTURER WARRANTIES,MAKE ANY REPRESENTATION OR WARRANTY ABOUT THIS LEASE OR THE EQUIPMENT.WE SHALL NOT BE LIABLE FOR SPECIAL,RESULTING OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFIT OCCASIONED BY ANY BREACH OF WARRANTY OR REPRESENTATION OR RESULTING FROM THE USE OR PERFORMANCE OF THE EQUIPMENT.YOUR OBLIGATION TO PAY IN FULL ANY AMOUNT DUE UNDER THE LEASE WILL NOT BE AFFECTED7.DELIVERY AND ACCEPTANCE COUNTERCLAIM, OU ARE R RESPONSIBLE,AT YOUR OWN COSE OR OTHER RIGHT T,TO ARHICH RANGE FOR THEY HAVE OR DELI DELIVERY AND INSTALLATION OF THE QUIPSERT AGAINST THE SUPPLIER OR THE MENT(UNLEPMENT SS MANUFACTURER. COSTS ARE INCLUDED IN THE COSTS OF THE EQUIPMENT TO US).IF REQUESTED,YOU WILL SIGN A SEPARATE EQUIPMENT DELIVERY AND ACCEPTANCE CERTIFICATE.WE MAY AT OUR DISCRETION (Terms and Conditions continued on the reverse side of this Lease.) Lessor Signature Date YOU agree to all of the Terms and Conditions contained in both sides of this Lease,and in any attachments to same(all of which are included by reference)and become part of this Lease.YOU acknowledge to have read and agreed to all the Terms and Conditions. Print Name The Equipment is: i NEW 0 USED Title Signature Date For Title Function 4, LLC Lease Number Print Name 500-50438185 Lease Date Legal Name of Corporation NOV 22 ,2022 CITY OF PORT ARTHUR,TEXAS Vendor I D.Number (LEASE MUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) 136677-0001 Page 1 of 2 CONFIRM BY TELEPHONE THAT YOU HAVE ACCEPTED THE EQUIPMENT AND THAT TELE- 17.PURCHASE OPTION.Provided YOU are not in default,YOU shall have the option to pur- PHONE VERIFICATION OF YOUR ACCEPTANCE OF THE EQUIPMENT SHALL HAVE THE SAME chase all but not less than all of the Equipment(a)on the date the last Lease Payment is due EFFECT AS A SIGNED DELIVERY AND ACCEPTANCE CERTIFICATE. (assuming this Lease is renewed at the end of the Onginal Term and each Renewal Term),if this 8. TITLE, PERSONAL PROPERTY, LOCATION, INSPECTION, NO MODIFICATIONS OR Lease is still in effect on that day,upon payment in full of Lease Payments and all other amounts ALTERATIONS.YOU have title to the Equipment;provided that title to the Equipment will imme- then due and the payment of One Dollar to US;(b)on the last day of the Original Term or any diately and without any action YOU vest in US,and YOU shall immediately surrender posses- Renewal Term then in effect,upon at least 60 days'prior written notice to US and payment in full sion of the Equipment to US (a upon any termination of this Lease other than termination pur- to US of the Lease Payments and all other amounts then due plus the then applicable Purchase suant to Section 17 or(b)if YO are in default of this Lease.It is the intent of the parties hereto Price set forth on the Lease Payment Schedule;or(c)if substantial damage to or destruction or that any transfer of title to US pursuant to this Section shall occur automatically without the neces- condemnation of substantially all of the Equipment has occurred,on the day specified in YOUR sity of any bill of sale,certificate of title or other instrument of conveyance.YOU shall,nevertheless, written notice to US of YOUR exercise of the purchase option upon at least 60 days'prior notice execute and deliver any such instruments as WE may request to evidence such transfer.As secu- to US and payment in full to US of the Lease Payments and all other amounts then due plus the rity for YOUR obligations hereunder,WE retain a security interest in the Equipment and all pro- then applicable Purchase Price set forth on the Lease Payment Schedule. ceeds thereof.YOU have the right to use the Equipment during the term of this Lease,except as 18.REPRESENTATIONS AND WARRANTIES.YOU warrant and represent as follows:(a) otherwise expressly set forth in this Lease.Although the Equipment ma/become attached to real YOU are a public body corporate and politic duly organized and existing under the constitution estate,it remains personal roperty.YOU agree not to alter or modify he Equipment or permit a and laws of YOUR State with full power and authority to enter into this Lease and the transactions lien to be placed upon the Equipment or to remove the Equipment without OUR prior written con- contemplated hereby and to perform all of YOUR obligations hereunder(b)YOU have duly sent.If WE feel it is necessary,YOU agree to provide US with waivers of interest or liens from any- authorized the execution and delivery of this Lease by proper action by YOUR governing body at one claiming any interest in the real estate on which any items of Equipment is located.WE also a meeting dulycalled,regularly convened and attended throughout by the requisite majority of have the right,at reasonable times,to inspect the Equipment the members thereof or by other appropriate official approval,and all requirements have been 9.MAINTENANCE.YOU are required,at YOUR own cost and expense,to keep the Equipment met and procedures have occurred in order to ensure the validity and enforceability of this Lease; in good repair,condition and working order,except for ordinary wear and tear,and YOU will supply (c)YOU have complied with such public bidding requirements as may be applicable to this Lease all parts and servicing required.All replacement parts used or installed and repairs made to the and the acquisition by YOU of the Equipment;(d)all authorizations,consents and approvals of Equipment will become OUR property.YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE govemmental bodies or agencies required in connection with the execution and delivery by YOU FOR PROVIDING ANY REQUIRED MAINTENANCE AND/OR SERVICE FOR THE EQUIPMENT. of this Lease or in connection with the carrying out by YOU of YOUR obligations hereunder have YOU WILL MAKE ALL CLAIMS FOR SERVICE AND/OR MAINTENANCE SOLELY TO THE SUP- been obtained;(e)this Lease constitutes the legal,valid and binding obligation of YOU enforce- PLIER AND/OR MANUFACTURER AND SUCH CLAIMS WILL NOT AFFECT YOUR OBLIGATION able in accordance with its terms,except to the extent limited by applicable bankruptcy,insolven- TO MAKE ALL REQUIRED LEASE PAYMENTS. cy,reorganization or other laws affecting creditors'rights generally;(f)YOU have,in accordance 10.ASSIGNMENT.YOU AGREE NOT TO TRANSFER SELL,SUBLEASE,ASSIGN,PLEDGE with the requirements of law,fully budgeted and appropriated sufficient funds for the current OR ENCUMBER EITHER THE EQUIPMENT OR ANY RIGHT'S UNDER THIS LEASE WITHOUT OUR budget year to make the Lease Payments scheduled to come due during the current budget year PRIOR WRITTEN CONSENT.YOU agree that WE may sell,assign or transfer this Lease and,if WE and to meet YOUR other obligations under this Lease for the current budget year,and those do,the new owner will have the same rights and benefits that WE now have and will not have to funds have not been expended for other purposes;(g)the Equipment is essential to YOUR func- perform any of OUR obligations and the rights of the new owner will not be subject to any claims tions or to the services YOU provide to YOUR citizens,YOU have an immediate need for the counterclaims,defenses or set-offs that YOU may have against US.YOU hereby appoint Municipal Equipment and expect to make immediate use of the Equipment,YOUR need for the Equipment Registrar Services(the"Registrar")as YOUR agent for the purpose of maintaining a written record is not temporary and YOU do not expect the need for any item of the Equipment to diminish in of each assignment in form necessary to comply with Section 149(a)of the Internal Revenue Code the foreseeable future,including the Full Lease Term,and the Equipment will be used by YOU of 1986,as amended. No such assignment shall be binding on YOU until the Registrar has only for the purpose of performing one or more of YOUR governmental or proprietary functions received written notice from the assignor of the name and address of the assignee. consistent with the permissible scope of YOUR authority and will not be used in the trade or busi- 11.LOSS OR DAMAGE.YOU are responsible for the risk of loss or destruction of,or damage ness of any other entity or person;and(h)YOU have never failed to appropriate or otherwise to the Equipment.No such loss or damage relieves YOU from any obligation under this Lease.If make available funds sufficient topay rental or other payments coming due under any lease pur- any of the Equipment is damaged by fire or other casualty or title to,or the temporary use of,any chase,installment sale or other similar agreement of the Equipment is taken under the exercise of the power of eminent domain,the net proceeds 19.UCC RUNGS AND FINANCIAL STATEMENTS.YOU authorize US to file a financing ("Net Proceeds")of any insurance claim or condemnation award will be applied to the prompt statement with respect to the Equipment.If WE feel it is necessary,YOU agree to submit financial replacement,repair,restoration,modification or improvement of that Equipment,unless YOU have statements audited if available)on a quarterly basis. exercised YOUR option to purchase the Equipment pursuant to Section 17.Any balance of the Net 20."IMMORALLY OM D" Proceeds remaining after such work has been completed shall be paid to YOU. 21.TAX EXEMPTION.YOU will comply with all applicable provisions of the Internal Revenue 12. LESSEE'S NEGLIGENCE. To the extent permitted by law,and without waiver of any of Code of 1986,as amended(the"Code"),including without limitation Sections 103,141,148 and YOUR sovereign immunity rights,YOU assume all risks and liabilities,whether or not covered by 149 thereof,and the applicable regulations thereunder to maintain the exclusion of the interest por- insurance,for loss or damage to the Equipment and for injury to or death of any person or dam- tion of the Lease Payments from gross income for purposes of federal income taxation.YOU age to any property,whether such injury or death be with respect to YOUR agents or employees acknowledge that these provisions of the Code provide restrictions on the use of the Equipment or of third parties,and whether such property damage be to YOUR property or the property of and the expenditure and investment of money related to this Lease.YOU agree to insure the timely others,which is proximately caused by the negligent conduct of YOU,YOUR officers,employees and accurate filing of IRS Form 8038-G or Form 8038-GC,as applicable,as required by the Code, and agents. and will fully cooperate with US to insure such timely and accurate filing. 13.TAXES.YOU agree to pay all applicable license and registration fees,sale and use taxes, 22.BANK QUALIFICATION.If YOU checked the"Bank Qualification Elected"box on the front personal property taxes and all other taxes and charges,relating to the ownership,leasing,rental, page of this Lease YOU and all YOUR subordinate entities will not issue in excess of$10,000,000 sale,purchase,possession or use of the Equipment(except those based on OUR net income). of qualified tax-exempt obligations(including this Lease but excluding private activity bonds other YOU agree that if WE pay any taxes or charges,YOU will reimburse US for all such payments and than qualified 5O1(c)(3)bonds)during the calendar year in which WE fund this Lease without first will pay US interest and a late charge(as calculated in Section 3)on such payments with the next obtaining an opinion of nationally recognized counsel in the area of tax-exempt municipal obliga- Lease Payment,plus a fee for OUR collecting and administering any taxes,assessments or fees tions acceptable to US that the designation of this Lease as a"qualified tax-exempt obligation"will and remitting them to the appropriate authorities. not be adversely affected. 14.INSURANCE.During the term of this Lease,YOU will keep the Equipment insured against 23.CHOICE OF LAW;JURY TRIAL WAIVER.This Lease shall be governed and construed all risks of loss or damage in an amount not less than the replacement cost of the Equipment,with- in accordance with the laws of the state where YOU are located.To the extent permitted by out deductible and without co-insurance.YOU will also obtain and maintain for the term of this law,YOU agree to waive YOUR rights to a trial by jury. Lease,comprehensive public liability insurance covering both personal injury,and property dam- 24.ENTIRE AGREEMENT;SEVERABILITY;WAIVERS.This Lease contains the entire agree- age of at least$100,000 per person and$300,000 per occurrence or bodily injury and$50,000 for ment and understanding.No agreements or understandings are binding on the parties unless set property damage.WE will be the sole named loss payee on the pro erty insurance and named as forth in writing and signed by the?arties.Myprovision of this Lease which for any reason may an additional insured on the public liability insurance.YOU will pay all premiums for such insurance be held unenforceable in any jurisc action shall,as to such jurisdiction be ineffective without inva- and must deliver proof of insurance coverage satisfactory to US.If YOU do not provide such insur- liding the remaining provisions of this Lease.THIS LEASE IS NOT INTENDED FOR TRANSAC- ance,YOU agree that WE have the right,but not the obligation,to obtain such insurance and add TIONS WITH AN EQUIPMENT COST OF LESS THAN$1,000. an insurance fee to the amount due from you,on which we make a profit. 25.ROLE OF LESSOR.WE have not acted and will not act as a fiduciary for YOU or as 15.DEFAULT.Subject to Section 5,YOU are in default of this Lease if are/of the following YOUR agent or municipal advisor.WE have not and will not provide financial,legal,tax,account- occurs:(a)YOU fail to pay any Lease Payment or other sum when due;(b)YOL breach any war- ing or other advice to YOU or to any financial advisor or placement agent engaged by YOU with rarity or other obligation under this Lease,or anyother agreement with US,(c)YOU become insol- respect to this Lease.YOU,YOUR financial advisor,placement agent or municipal advisor,if vent or unable to pay YOUR debts when due,YOU make an assignment for the benefit of creditors any,shall each seek and obtain its own financial,legal,tax,accounting and other advice with or YOU undergo a substantial deterioration in YOUR financial condition,or(d)YOU file or have filed respect to this Lease from its own advisors(including as it relates to structure,timing,terms against YOU a petition for liquidation,reorganization,adjustment of debt or similar relief under the and similar matters). Federal Bankruptcy Code or any other present or future federal or state bankruptcy or insolvency 26. ELECTRONIC TRANSACTIONS.WE in our sole discretion,may permit YOU to electron- law,or a trustee,receiver or liquidator is appointed for YOU or a substantial part of YOUR assets. ically copy and/or deliver by telecopier or other electronic means of transmission an executed 16.REMEDIES.WE have the following remedies it YOU are in default of this Lease:WE may counterpart of this Lease,and any document,schedule,amendment,addendum,supplement or declare the entire balance of the unpaid Lease Payments for the then current Original Term or agreement related hereto or executed in connection herewith,with the exception,of IRS Form Renewal Term immediately due and payable;sue for and receive all Lease Payments and any other 8038-GC or IRS Form 8038-G,as applicable,which YOU must execute using an original,manual payments then accrued or accelerated underthis Lease;charge YOU interest on all monies due signature(not e-Signature).By so copying and/or delivering any such document,YOU hereby rep- US at the rate of eighteen percent(18%)per year from the date of default until paid,but in no event resent and agree(a)that such transmission constitutes due delivery of such.executed document, more than the maximum rate permitted by law;charge YOU a return-check or non-sufficient funds (b)that the counterpart of such executed document as printed by the recipient,including YOUR charge("NSF Charge")of$25.00 for a check that is returned for any reason;and require that YOU signature thereon,shall be deemed to constitute an original and shall be admissible in any court return the Equipment to US and,if YOU fail to return the Equipment,enter upon the premises or other legal proceeding as an original,and(c)to deliver to US,promptly on request,such doc- peaceably with or without legal process where the Equipment is located and repossess the ument bearing YOUR onginal'wet ink'signature;provided that neither deliverynor failure to deliver Equipment Such return or repossession of the Equipment will not constitute a termination of this the document bearing YOUR original'wet ink'signature shall limit or modiy the representations Lease unless WE expressly notify YOU in writing.If the Equipment is returned or repossessed by and agreements set forth in clauses(a)and(b).This Lease, including any document,schedule, US and unless WE have terminated this Lease,WE will sell or re-rent the Equipment to any persons amendment,addendum,supplement or agreement related hereto or executed in connection here-r— wih any terms WE determine,at one or more public or private sales,with or without notice to with,with the exception of IRS Form 8038-GC or IRS Form 8038-G,as applicable,may be exe-r YOU,and apply the net proceeds after deducting the costs and expenses of such sale or re-rent, cuted in counterparts and any facsimile,photographic or other electronic transmission and/or elec-coto YOUR obligations with YOU remaining liable for an r deficiency and with any excess over the tronic signing of the Lease by YOU when manually countersigned by US or attached to OUR orig-e amounts described in this Section plus the then applicable Purchase Price to be paid to YOU.YOU inal signature counterpart and/or in OUR possession shall constitute the sole original chattel paper z are also required to pay(i)all expenses incurred by US in connection with the enforcement of any as defined in the UCC for all purposes and will be admissible as legal evidence thereof.At OUR= LI- remedies, including all expenses of repossessing,storing,shipping, repairing and selling the option,WE may require a manual signature. co Equipment,and(ii)reasonable attorneys'fees. r Page 2 of 2 ©2018 All Rights Reserved.Printed in the U.S.A.18FUNC001v1620 TEXAS ADDENDUM TO STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT LESSOR: FUNCTION 4,LLC LESSEE: CITY OF PORT ARTHUR,TEXAS LEASE NUMBER: 500-50438185 LEASE DATE: NOV 22 ,20 22 This Addendum is hereby incorporated in and is hereby made a part of the above-referenced State and Local Government Lease-Purchase Agreement (together with all Exhibits and Attachments and this Addendum, the "Lease"). Words "YOU" and "YOUR" refer to the "Lessee" and the words "WE," "US" and "OUR" refer to FUNCTION 4,LLC , its successors and assigns,as the"Lessor"of the Equipment. Lessor and Lessee hereby agree that capitalized terms used herein and not otherwise defined herein shall have the terms assigned to such terms in the Lease and that the following changes and additions shall be made to the Lease: 1.Section 2 of the Lease is hereby amended by adding the following sentence at the end of that Section: The Full Lease Term does not exceed 25 years. 2.Section 4 of the Lease is hereby deleted and the following Section 4 is hereby inserted in lieu thereof: 4.CONTINUATION OF LEASE TERM.The decision whether or not to budget or appropriate funds for any Renewal Term is solely within the discretion of YOUR then-cur- rent governing body. 3.Section 10 of the Lease is hereby amended by adding the following sentence at the end of that Section: Notwithstanding the foregoing,the Lease may be assigned by US only in whole,not in part. 4. The following Section 27 is hereby added to the Lease: 27. NO ENGAGEMENT IN BOYCOTT OF ISRAEL. We certify that WE do not boycott Israel,and agree that WE will not boycott Israel during the term of this Lease,with the term"boycott"having the meaning assigned in V.T.C.A.,Government Code§808.001. Except as specifically set forth in this Addendum,all terms and conditions contained in the Lease will remain in full force and effect and are hereby ratified and confirmed. Lct Legal Name of Lessee CITY OF PORT ARTHUR,TEXAS zSignature Date W Print Name y J Title (LEASE MUST BE SIGNED BY AUTHORIZED OFFICIAL OF LESSEE) cc of Lessor FUNCTION 4,LLC z Lessor Signature Date c' Print Name M c73 y Title o W IL Lease Number 500-50438185 0 ©2018 All Rights Reserved.Printed in the U.S.A.09PFDOC131v3 8/18 ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT Lease Payment Schedule LESSOR: FUNCTION 4,LLC LEASE NUMBER: 500-50438185 LESSEE: CITY OF PORT ARTHUR,TEXAS LEASE DATE: NOV 22 ,20 22 Lease Payments are due on each periodic anniversary of the Commencement Date that occurs during the Full Lease Term until all of the payments set forth below have been received by US.The period for each periodic anniversary is MONTHI Y ,as specified in the Payment Frequency box of this Lease.if the Commencement Date occurs on the 29th, 30th or 31st day of any month, the periodic anniversary will be deemed to occur on the 1st day of the month, commencing on the 1st day of the SECOND succeeding month after the month of such Commencement Date. Payment Number Rental Payment Interest Portion Principal Portion Balance Purchase Price Loan 0 0 0 52,329.74 - 1 1,026.34 287.81 738.53 51,591.21 53,138.95 2 1,026.34 283.74 742.60 50,848.61 52,374.07 3 1,026.34 279.66 746.68 50,101.93 51,604.99 4 1,026.34 275.55 750.79 49,351.14 50,831.67 5 1,026.34 271.42 754.92 48,596.22 50,054.11 6 1,026.34 267.27 759.07 47,837.15 49,272.26 7 1,026.34 263.10 763.24 47,073.91 48,486.13 8 1,026.34 258.90 767.44 46,306.47 47,695.66 9 1,026.34 254.68 771.66 45,534.81 46,900.85 10 1,026.34 250.43 775.91 44,758.90 46,101.67 11 1,026.34 246.17 780.17 43,978.73 45,298.09 12 1,026.34 241.88 784.46 43,194.27 44,490.10 13 1,026.34 237.56 788.78 42,405.49 43,677.65 14 1,026.34 233.22 793.12 41,612.37 42,860.74 15 1,026.34 228.86 797.48 40,814.89 42,039.34 16 1,026.34 224.48 801.86 40,013.03 41,213.42 17 1,026.34 220.07 806.27 39,206.76 40,382.96 18 1,026.34 215.63 810.71 38,396.05 39,547.93 19 1,026.34 211.17 815.17 37,580.88 38,708.31 20 1,026.34 206.69 819.65 36,761.23 37,864.07 Sales tax of $0.00 is included in the financed amount shown above. The dates,interest rate and resulting payments contained in the above amortization schedule are estimated based on the expected transaction funding timeframe.Lessor will make reasonable efforts to maintain the rate and payments presented herein.However,the rate may need to be adjusted prior to closing due to change in law or market conditions. In the event that market interest rates increase prior to the date of closing,the interest rate will be revised to reflect adjustments to the Lender's actual cost of funds due to financial market and legal changes incurred since the date of this documentation.This revision may result in an increase in the resulting payment amounts.If such revisions are deemed necessary by Lessor(it its sole discretion),it is understood and agreed by Lessee that a revised amortization schedule reflecting these changes will be executed prior to closing In addition to the stated monthly payment of$1026.34 a monthly Service/Maintenance payment of$678.80 is due and payable monthly. This monthly Service/Maintenance payment is separate from the$1026.34 monthly tax-exempt principal and interest equipment lease payment. The aforementioned Service/Maintenance payment will be passed through to the Vendor providing the service/maintenance.The total monthly payment due is$1705.14 ($1026.34+$678.80). er N C, O Lessee Signature: Date: ci a Print Name: Title: N r Page 1 -of 2 ©2022 All Rights Reserved.Printed in the U.S.A. 12PFD0C224 5/22 ATTACHMENT 1 STATE AND LOCAL GOVERNMENT LEASE-PURCHASE AGREEMENT Lease Payment Schedule LESSOR: FUNCTION 4,LLC LESSEE: CITY OF PORT ARTHUR,TEXAS LEASE NUMBER: 500-50438185 LEASE DATE: NOV 22 ,20 22 Lease Payments are due on each periodic anniversary of the Commencement Date that occurs during the Full Lease Term until all of the payments set forth below have been received by US.The period for each periodic anniversary is MONTHLY ,as specified in the Payment Frequency box of this Lease.If the Commencement Date occurs on the 29th, 30th or 31st day of any month,the periodic anniversary will be deemed to occur on the 1st day of the month, commencing on the 1st day of the SECOND succeeding month after the month of such Commencement Date. Payment Number Rental Payment Interest Portion Principal Portion Balance Purchase Price 21 1,026.34 202.18 824.16 35,937.07 37,015.18 22 1,026.34 197.65 828.69 35,108.38 36,161.63 23 1,026.34 193.09 833.25 34,275.13 35,303.38 24 1,026.34 188.51 837.83 33,437.30 34,440.42 25 1,026.34 183.90 842.44 32,594.86 33,572.71 26 1,026.34 179.27 847.07 31,747.79 32,700.22 27 1,026.34 174.61 851.73 30,896.06 31,822.94 28 1,026.34 169.92 856.42 30,039.64 30,940.83 29 1,026.34 165.21 861.13 29,178.51 30,053.87 30 1,026.34 160.48 865.86 28,312.65 29,162.03 31 1,026.34 155.72 870.62 27,442.03 28,265.29 32 1,026.34 150.93 875.41 26,566.62 27,363.62 33 1,026.34 146.11 880.23 25,686.39 26,456.98 34 1,026.34 141.27 885.07 24,801.32 25,545.36 35 1,026.34 136.40 889.94 23,911.38 24,628.72 36 1,026.34 131.51 894.83 23,016.55 23,707.05 37 1,026.34 126.59 899.75 22,116.80 22,780.30 38 1,026.34 121.64 904.70 21,212.10 21,848.46 39 1,026.34 116.66 909.68 20,302.42 20,911.49 40 1,026.34 111.66 914.68 19,387.74 19,969.37 41 1,026.34 106.63 919.71 18,468.03 19,022.07 42 1,026.34 101.57 924.77 17,543.26 18,069.56 43 1,026.34 96.49 929.85 16,613.41 17,111.81 44 1,026.34 91.37 934.97 15,678.44 16,148.79 45 1,026.34 86.23 940.11 14,738.33 15,180.48 46 1,026.34 81.06 945.28 13,793.05 14,206.84 47 1,026.34 75.86 950.48 12,842.57 13,227.85 48 1,026.34 70.63 955.71 11,886.86 12,243.47 49 1,026.34 65.38 960.96 10,925.90 11,253.68 50 1,026.34 60.09 966.25 9,959.65 10,258.44 51 1,026.34 54.78 971.56 8,988.09 9,257.73 52 1,026.34 49.43 976.91 8,011.18 8,251.52 53 1,026.34 44.06 982.28 7,028.90 7,239.77 54 1,026.34 38.66 987.68 6,041.22 6,222.46 55 1,026.34 33.23 993.11 5,048.11 5,199.55 56 1,026.34 27.76 998_58 4,049.53 4,171.02 57 1,026.34 22.27 1,004.07 3,045.46 3,136.82 58 1,026.34 16.75 1,009.59 2,035.87 2,096.95 59 1,026.34 11.20 1,015.14 1,020.73 1,051.35 60 1,026.34 5.61 1,020.73 0.00 - Grand Totals 61,580.40 9,250.66 52,329.74 - er N N CJ Lessee Signature: Date: ci a Print Name: Title: N 1- Page 2 01 2 ©2012 All Rights Reserved.Printed in the U.S.A. 12PFDOC224 11/12 BILLING INFORMATION PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In order for FUNCTION 4,LLC to properly bill and credit your account, it is necessary that you complete this form and return it with the signed documents. Billing Name: City of Port Arthur, Texas-Police Dept. If you would like your invoices emailed to you in place of regular mail,please provide an email address(es)below: jermey.houston@portarthurtx.gov *YOUR INVOICES WILL BE EMAILED FROM INVOICEDELIVERY@PAYEREXPRESS.COM Subject line will read:Your Lease Direct Invoice is ready to view online! Billing Address: P.O. Box 1089 Port Arthur, TX 77641-1089 Attention: Accounts Payable Telephone Number: 409-983-8632 FEDERAL TAX ID#: 74-6001885 Lease/Contract Signer Name: Date of Birth (only provide if requested) SPECIAL INSTRUCTIONS Do you require a Purchase Order Number on the invoice?If yes,please provide PO# _ ❑YES IJ NO Is a new purchase order required for each new fiscal period? ❑YES yrNO If yes,provide month/year PO expires Are you sales tax exempt?If yes,please attach a copy of exempt certificate or direct pay permit. gYES LINO Do you require any special information to establish a vendor number for ? ❑YES [VINO If yes,please advise: Additional Comments: CONTACT INFORMATION AND QUESTIONNAIRE FOR FORM 8038-G FILINGS (required for all State and Local Government transactions) Contact Name: Jermey Houston Title: Deputy Chief/Emergency Management Coordinator Contact Address: 645 4th St., Port Arthur,TX 77641 Contact Telephone Number: 409-983-8632 Email Address: jermey.houston@portarthurtx.gov If you have further questions, please consult your regular bond or legal counsel. N N d ©2020 All Rights Reserved.Printed in the U.S.A.16PFDOC272v1 2/20 function ACCEPTANCE CERTIFICATE Ladies and Gentlemen: Re: State and Local Government Lease-Purchase Agreement dated as of NOV 22 , 20 22 , between Function 4, LLC, Lessor, and CITY OF PORT ARTHUR,TEXAS as Lessee. In accordance with the State and Local Government Lease-Purchase Agreement(the"Agreement"),the undersigned Lessee hereby certifies and represents to, and agrees with Lessor as follows: 1. All of the Equipment(as such term is defined in the Agreement) has been delivered,installed and accepted on the date hereof. 2. Lessee has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes. 3. Lessee is currently maintaining the insurance coverage required by Section 14 of the Agreement. 4. No event or condition that constitutes,or with notice or lapse of time,or both,would constitute,an Event of Default(as defined in the Agreement)exists at the date hereof. Lessee CITY OF PORT ARTHUR,TEXAS c Signature Date �a o Print Name H Z Title Li. (SEAL) o0 ©2018 All Rights Reserved.Printed in the U.S.A. 18FUNC00212/18 function Function4 Image / Service Agreement Sold To:(legal name) Ship To: Name: City of Port Arthur-Police Dept. Account Number: Name: Same as Sold To Account Number: Contact Name: Jermey Houston Street Address: Phone Number: (409)983-8632 City: State: Zip: Street Address: 645 4th St. Phone#: City: Port Arthur State: TX Zip: %/641 Tax Exemption ❑No O yes (Certificate required) Tax Exemption Number: 74-6001885 PO Required O No ❑yes (Copy required) PO Number: _ PO Expiration Date: Maintenance Agreement id Cost Per Page J Subscription U With Supplies J Maintenance Only-Supplies Purchased Separately Effective Date: Upon Delivery Billing Cycle for CPP contract: L i Monthly J Quarterly ❑Annually Contract Term(Months): ❑12 ❑24 iJ 36 ❑48 17 60 ❑63 Billing Cycle for Excess Copies: ❑Monthly L7 Quarterly ❑Annually Digital Support Services Opt Out X (Initial required) Lease Contract Number Product Covered Under Contract: Item Model Description Equipment ID Serial Number Type Base Amount Base Allowance CPP Overage CPP Meter Reading 1 Sharp BAN Included 75,000/quarter Included $ 0.008 BP-70C45 C Included 27,000/quarter Included $ 0.0532 Sharp 2 BP-70C36 B/W Pooled copies for all devices listed. C 3 Sharp BAN BP-70C36 C 4 Sharp BAN BP-70M31 C 5 Sharp BAN BP-70M31 C 6 Sharp BAN BP-70M31 C Comments Per Terms and Conditions of Texas BuyBoard Contract#616-20.Includes all parts labor,toner and drums. Customer's signature below acknowledges receipt and consent to Function4 Image/Service Agreement 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-9 ❑Maintenance Billed with Lease ❑Dealer Serviced Agreement#: Price Plan#: Subfleet#: Key Operator Contact Jermey Houston Phone: (409)983-8632 Email Address: jermey.houston@portarthurtx.gov Meter Read Contact: automated Phone: Email Address- Accounts Payable Contact: Same 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.functiom4.com function Function4 Image/Service Agreement Terms and Conditions DEFINITION AND INCORPORATION.The term"Maintenance Agreement as Consumable Supplies. Consumable Parts are photoreceptor drum (imaging units. used herein shall mean the Function4 Image/Service Agreement provided by Function4 drum cartridges. masters) and fuser unit cleaner/lubricants (fuser webs. cleaning as either.(i)an CPP with supplies only contract.which the Equipment may be provided rollers. wicks. belts. fuser oil). Consumable Supplies are toner. developer. filters. by Function4,by customer.or another party.(ii)a Maintenance only contract regarding paper. preventative maintenance kits. print wheels. ribbons, ink cartridges, staples, the service and Equipment that is the subject of a Maintenance Agreement,or(ii)a and waste toner bags/receptacles. If Customer uses parts or suppliers other than Subscription contract regarding Subscription Equipment (defined below), along with Function4 Consumable Parts and/or Consumable Supplies, and if such parts or these Terms and Conditions. The specific contract type will be outlined in the ordering supplies are defective or not adaptable to use on the Equipment resulting in documents. Customer (specified on the reverse side hereof) and Function4. LLC unnecessary service calls(chargeable item),service problems,or unacceptable copy ("Function4")agree that these Terms and Conditions are incorporated by reference quality,then Function4 may terminate this Maintenance Agreement and the unused into the Function4 Image/Service Agreement to which they are attached as well as all portion of any fee refunded is in Function4's sole and absolute discretion.In the event purchase orders and invoices between Customer and Function4 concerning the Function4 so terminates this Maintenance Agreement. Customer will be offered Equipment which is the subject of a Maintenance Agreement continuing service from Function4 at published hourly rates,subject to change without 2 INSTALLATION. Certain Equipment must be installed according to speofic notice.The Operator Manuals for each piece of Equipment define specific operator requirements in terms of space, electrical, and environmental conditions. Installation responsibilities. Performance of normal operator functions as descnbed in the requirements are defined in the Equipment Operator Manual. Customer shall ensure Operator Manuals are Customer s responsibility,are not included in this Maintenance that the Equipment is placed in an area that conforms to the manufacturer's Agreement,and are subject to additional charges at established Function4 rates then specifications and requirements and will bear all cost and expense required for in effect. Customer agrees to exercise proper care of the Equipment. This installation such as telephone and electrical wiring.remodeling.noise and power filters. Maintenance Agreement does not cover service calls caused by user error,misuse and electrical work external to the equipment. or abuse.nor does it cover software andior network printing configuration or related issues. and such services will be subject to additional charges at established CPP with Supplies. If Customer selects the Cost Per Page ("CPP')with Function4 rates then in effect. Supplies Option on the Maintenance Agreement and pays the applicable charge for BUSINESS HOURS FOR SERVICE. All services provided hereunder are the Maintenance Agreement,Function4 will perform maintenance cleaning and make available only during Function4's Normal Business Hours,which is hereby defined to inspections,adjustments,and repairs,and replace defective parts for the Equipment consist of 8:00 am to 5:00 pm Central Time. Monday through Friday, exclusive of without additional charge to Customer.provided such calls are made during Normal Function4 holidays and subject to change by Function4. At Customer's request, Business Hours (as defined in paragraph 8. below). Function4 will furnish the Function4 may render service outside of normal business hours,subject to availability following supplies.to be delivered at accepted intervals in quantities as usage history dictates as determined by Function4 and additional deliveries as required: Toner, of personnel and additional charges at established Function4 rates then in effect Developer. Drums or Photoconductor. Filter Change, Fuser Oil, Webs. CPP with P RETAINED TITLE. Title to all supplies furnished in connection with the Supplies does not include paper. labels, staples, or transparencies of any kind. Maintenance Agreement, including consumable parts such as drums, remains in Function4 reserves the right to charge Customer for shipping and handling charges Function4 until said supplies are consumed to the extent that they may not be further incurred by Function4 for the delivery of any Consumable Supplies delivered to the utilized in the copy making process In the event of Customer default or cancellation Customer.Function4 agrees to train Customer personnel in the use of the Equipment of this Maintenance Agreement. all such supplies and consumable parts shall be at reasonable times. At times. other than any anniversary or renewal dates as returned to Function4 on demand. Additionally, Function4 reserves the right to described in paragraph 18. Function4 shall have the right under this Maintenance charge Customer a prorated amount for any unused portion of drum remaining Agreement to increase the CPP rate upon thirty(30)days written notice to Customer. pursuant to Function4's standard formula for such proration. EXCESS COPIES.The initial term of this Maintenance Agreement is based AVAILABILITY OF SUPPLIES. Function4 Customer Service Engineers do on anticipated customer usage as stated in "Base Allowance- on the face of the not carry or deliver Consumable Supplies (toner and paper). It is Customer's Maintenance Agreement(the"Initial Term").Base Allowance copies are accumulated responsibility to purchase and have the necessary supplies available for Customer from the initial meter read.Customer shall provide Function4 with meter readings on Service Engineer's use. the last day of each month and/or when requested by Function4. Each 8%2"x 11- RECONDITIONING. When a shop reconditioning is necessary, or the copy will be recorded as a single meter click Each 11 x 17"copy will be recorded manufacturers life expectancy of the Equipment has been exceeded, and normal as a double meter click. Duplexed copies shall be counted at twice the rate of repairs and parts replacement cannot keep a unit in satisfactory operating condition, simplexed copies. For models equipped with banner printing capabilities, the Function4 will submit to Customer a cost estimate of needed repairs which will be in following meter click charges shall apply. 18"to 27"=3 clicks.27"to 36"=4 clicks: addition to ordinary maintenance/service charges. If Customer does not authorize 36"to 47' =5 clicks. Function4 reserves the right to conduct on-site inspections and such work.Function4 may refuse to renew this Maintenance Agreement for such unit. meter readings to verify the accuracy of meter readings at any time and to substitute. and/or refuse to continue providing service to such unit under this Maintenance in its sole and absolute discretion, its own readings for the Customer's readings. Agreement.furnishing service only on a"Per Call"basis. Customer agrees to provide Function4 access to the Equipment during Normal Business Hours to perform such inspections and meter readings. Further. if 12. NETWORK INTEGRATION. If Network Integration services are provided by Customer does not provide Function4 with meter readings on the last day of the Function4.Customer warrants that the Function4 Digital Needs Analysis("DNA")has month. Function4 shall be entitled to estimate the meter reading and Customer been accurately completed and Function4 may rely on the information contained in the agrees to accept such estimated reading, Should the Base Allowance be exceeded DNA in providing network integration services. Function4 reserves the right to assess prior to expiration of any applicable billing cycle.Customer agrees to pay the current additional charges for service due to Customer's modification of its network.software. excess copy charge for each copy in excess of the Base Allowance. Invoices for or operating system(s). excess copies will be tendered either monthly. quarterly.semi-annually, or annually SUBSCRIPTION. If Customer selects the Unlimited Subscription.the service as determined by Function4. includes the equipment. accessories. and/or software listed in the applicable ordering PAYMENT:SUSPENSION OF SERVICE.Customer agrees to pay.by check documents (the "Subscription Equipment')and all toner (paper and staples are not made payable to Function4.ACH or by credit card.all invoices rendered for services included.).parts.and routine maintenance(and service for the Subscription Equipment performed and/or parts installed on Equipment within 30 days from the date of the which will be performed by Function4 during our regular business hours(8:00 AM to invoice. Function4 does not accept cash payments If any part of any payment due 5:00 PM—Monday through Friday.except Holidays)at no additional charge.Service to Function4 hereunder is more than five(5)days past due,Customer agrees to pay requested by you at times other than regular business hours will be furnished at our a late charge equal to 10% of the past due amount to cover Function4's established overtime service rates.subject to the availability of our Service Personnel. administrative costs occasioned by said late payment. Customer agrees that NOT INCLUDED IN THE UNLIMITED SUBSCRIPTION.The following service amounts not timely paid shall bear interest at the rate of 1.5% monthly (18%'o per events are not covered under the Unlimited Subscription and will be invoiced to you at annum).or at the maximum rate allowed by law,whichever is less.Without waiver our Standard Service Rates.Service calls resulting from:(a)The use of paper and toner of any other rights hereunder. Function4 shall have the right to discontinue service or other supplies not meeting our specifications: (b) User error or failure to perform in the event Customer becomes delinquent in payment. operator maintenance as defined in the operator manuals:(c)Electrical or mechanical CUSTOMER CHANGES. Function4 reserves the right to assess additional work external to the Subscription Equipment and/or system):(d)Repair or replacement charges and/or terminate services in the event the Customer implements any changes, of network printing.scanning.faxing functions affected by updates or modifications of alterations. attachments.or additions that make it more expensive or impractical for your network: (e) Repair or replacement of peripheral equipment such as Fiery Function4 to provide service to Customer or the Equipment. controllers.coin vending equipment.etc..unless added and charged as a separate line item in the Agreement: or (f)Operator negligence, misuse, accidents. acts of God. MAINTENANCE ONLY.If Customer selects the Maintenance Only Option on natural disasters.improper storage,and unusual physical or electrical stress. the Maintenance Agreement.Function4 will provide such maintenance service as is necessary to maintain the Equipment in good operating condition. including SUBSCRIPTION CONSUMPTION VOLUME LIMIT.If in any 12-month period replacement of parts which have broken or worn out through normal use. This your copy volume or consumption of toner is 20%higher than (NA) Maintenance Agreement covers all routine, remedial and preventative maintenance then we may increase the monthly payment by 20%for the remaining months of the service. This Maintenance Agreement does not include Consumable Parts or Term. Customers Initials: Function 4,LLC 14785 Eaetex Freeway I Beaumont,TX 77706 (888)267-7827 www.function-4.com functionFunction4 Image/Service Agreement Terms and Conditions SYSTEM MONITORING. Function4 will deploy and enable its Meter Agent. from electrical circuitry external to the Equipment and Equipment Line Cord. nor is which is a Device Relationship Management (DRM) system that interacts with any external electrical work covered under this agreement. Function4 product(s) for the purpose of automated meter reading, technical ATTORNEYS FEES: COSTS. In the event Customer defaults under this performance monitoring. consumable and supply-level monitoring for replenishment. Maintenance Agreement. or if any other dispute arises hereunder requiring and product status(and as described in Function4's DNA). Should Customer opt-out Function4 to refer said matter to an attorney and/or to initiate.or defend.any court of utilizing System Monitoring. Function4 reserves the right to assess an incremental action in any way related to this Maintenance Agreement. Customer agrees to pay invoicing fee on Customer not to exceed 525 per invoice. Function4's reasonable attorneys fees and all costs resulting from such action. DIGITAL SUPPORT SERVICE(DSS). Unless the Customer opts-out of DSS. CHOICE OF LAW AND FORUM SELECTION CLAUSE. Customer hereby Function4 shall provide Customer with DSS. for a fee of 59.95 per month per device covenants and agrees that any and all disputes arising out of or in connection with covered under this Maintenance agreement billed with the base billing cycle. DSS this Maintenance Agreement shall be interpreted and construed in accordance with provides remote Help Desk Support which includes troubleshooting network the laws of the State of Texas. This Maintenance Agreement is entered into and connectivity issues. network print. scan and fax resolution. print/fax driver updates. performable in the State of Texas Customer hereby covenants and agrees that installation of additional print/fax drivers and installation of additional scan/fax exclusive venue and jurisdiction of any action brought regarding this Maintenance destinations Agreement and any and all disputes with Function4 shall lie with any state or federal 1& TERM AND AUTOMATIC RENEWAL.The Term of this Agreement shall be for court of competent jurisdiction in Harris County.Texas. thirty-six (36)months,unless the Lease Agreement outlines a shorter or longer Term WAIVER OF JURY TRAIL. CUSTOMER HEREBY EXPRESSLY WAIVES for sixty (§Q)months(the"Term'). At the end of the Term of this Agreement(or any TRIAL BY JURY AS TO ANY AND ALL ISSUES ARISING OUT OF,OR IN ANY WAY renewal term))(the`End Date').this Agreement will renew for an additional twelve month RELATED TO THIS MAINTENANCE AGREEMENT. period under the same terms unless:(a)you provide us written notice.at least 90 days but not more than 150 days prior to the End Date.or your intent to terminate.Each year • NOTICE.Any notice or other communication given or required in connection the prices under this Agreement may increase. but they shall not to exceed 15% with this Maintenance Agreement shall be in writing.and shall be given by certified or annually. registered mail,postage prepaid. return receipt requested. If sent to Function4.said '19 LIQUIDATED In event of Customer default or notice shall be sent to the registered agent for Function4 in the state in which the 1erminaLIQ Customer promises DAMAGES.pay thet Function4 liquidated damages(and not voluntaryy transaction arose. or to Function4. Attention: William Patsouras. 12560 Reed Rd.. ta penalty)equal to 75%of the recurring Fees remaining to be paid from the effective hereafterSur Sugar Lin writing.. Texas 77478. or such other sahall bess as Function4 may designate in If to Customer,the notice shall be sent to Customer at termination date through the end of the Term. In the event Customer is in default of the address specified on the first page of this agreement hereof,or such other address any obligation under this agreement and remains in default for seven (7)days after which may be specified by Customer in writing to Function4. notice thereof,Function4 may cancel this agreement and collect damages according to the foregoing formula. FAIR NOTICE. CUSTOMER HEREBY AGREES THAT ANY LANGUAGE IN 20NO WAIVER.Customer acknowledges and agrees that any delay or failure to THIS MAINTENANCE AGREEMENT THAT IS IN ALL CAPITAL LETTERS AND/OR enforce its rights hereunder by Function4 does not constitute a waiver of such rights PR VISION TYPE AND CIUS PARAGRAPHS 2U, 27,OER 3A 32 AND THIS by Function4,or in any way prevent Function4 from enforcing such rights.or any other PROVISION ARE CONSPICUOUS AND CONDITIONSTHA CUSTOMER HAS BEEN GIVENN rights hereunder.at a later time. FAIR NOTICE OF ALL TERMS AND OF THIS MAINTENANCE AGREEMENT. ENTIRE AGREEMENT. The Maintenance Agreement constitutes the entire AFFIRMATIVE ACTION.Function4 and all vendors and/or subcontractors are agreement between Customer and Function4 related to the maintenance of the obligated to and do,to the best of Function4's knowledge comply with the EEO clause Equipment.and any and all prior negotiations.agreements(oral or written),proposals at 41 CFR 60 1.4(a)and The Affirmative Action Clauses at 250.4(a)and 741.4(a). (oral or written),understandings and/or communications between the parties relating to this Maintenance Agreement are hereby superseded. ASSIGNMENT: Neither party may assign this Agreement. in whole or in part. or any of its rights or obligations hereunder without the prior written consent of the other ?: NO INDUCEMENTS. Customer represents and warrants that no promise, agreement.or inducement.whether written or oral,which is not herein expressed has party.ligHowever. Function4 Agreementmae wigs or otherwiseourc transfer its rights. intchangeerests, n been made to Customer in executing this Function4 Image/Service Agreement. control obligations under thiso of Fun your consent in the tanti lyo all t ins control of 50/u or more of the equity of Function4.the sale of substantially the assets NO MODIFICATION OF TERMS. Customer expressly acknowledges and of Function4.or the restructuring or reorganization of Function4 or its affiliate entities.It agrees that these terms and conditions may not be varied. modified. or changed Client transfer its rights. interests. and obligations under this Agreement without except by written agreement executed by a duly authorized representative of Function4 consent then such assignment will not be valid.and Customer shall remain Function4. and that this Maintenance Agreement cannot be modified by course of responsible for all fees under this Agreement and any attachment or schedule performance or course of dealing. No sales or service personnel. including but not regardless of whether Customer continues to derive any benefit from the Services In limited to.managers or supervisors.have any authority to override this provision. addition.unless otherwise agreed.we may contract with third parties to deliver some or AUTHORITY. Customer and Function4 each represent and warrant that their all the Services.and no such third-party contract is to be interpreted as an assignment respective signatures to the Maintenance Agreement have been duly authorized to of this Agreement.However.we will use commercially reasonable efforts to ensure that enter into this Maintenance Agreement by them. any and all such third parties abide by all of the terms of this Agreement.and.except as otherwise agreed.we will remain solely responsible for the fulfillment of all of our LIMITATION ON LIABILITY. Under no circumstances shall Function4 be obligations under this Agreement. This Agreement is binding upon the parties. their responsible to Customer for any indirect.special. or consequential loss or damage. successors and permitted assigns. however caused. arising out of this Maintenance Agreement or services provided under this Maintenance Agreement. Function4's liability in case of nonperformance or breach of this Maintenance Agreement shall not exceed the amount of money which Customer has paid to Function4 pursuant to this Maintenance Agreement. 26. INDEMNITY. CUSTOMER SHALL INDEMNIFY FUNCTION4 AGAINST AND HOLD FUNCTION4 HARMLESS FROM AND AGAINST ANY AND ALL FUTURE LOSS. COST. EXPENSE AND LIABILITY OF WHATEVER KIND. TYPE OR NATURE, INCLUDING THOSE BROUGHT BY THIRD PARTIES.ARISING OUT OF OR RELATING TO THIS MAINTENANCE AGREEMENT. In the event of an indemnified claim hereunder. Function4 agrees to present such indemnified claim in writing to Customer promptly and to timely furnish Customer all evidence.witnesses and other reasonable assistance requested to defend against any such indemnified claim. DISCLAIMER. CUSTOMER TAKES THE EQUIPMENT "AS IS" AND FUNCTION4 MAKES NO WARRANTY,EXPRESS OR IMPLIED,INCLUDING THAT THE EQUIPMENT IS FIT FOR A PARTICULAR PURPOSE OR THAT THE EQUIPMENT IS MERCHANTABLE. Function4 expressly disclaims any duty as insurer of the Equipment and Customer shall pay for all costs of repair and parts or replacement of the Equipment made necessary by.but not limited to.loss or damage through accident.abuse.misuse theft.fire.water.causality.natural force or any other negligent act of Customer or Customers' agents and/or service performed by non- Function4 personnel.Function4 will not assume any liability for any conditions arising Customers Initials: Function 4,LLC 14785 Eastex Freeway I Beaumont,TX 77706 (888)267-7827 I www.function-4.com fu n c t i o f 1— Networking and Software Date 11/22/22 EFFICIENCY EVOLVED Acknowledgement Form Customer# Company City of Port Arthur- Police Dept. Sales Rep Mark McKee Address 645 4th St. City Port Arthur State TX zip 77641 Key Contact Jermey Houston Phone# (409) 983-8632 Email jermey.houston@portarthurtx.gov IT Contact On-Site ITO Phone# Email Power Requirements 15A/120V ❑✓ 20A/120V El 20A/208V ❑ 30A/250V El II -II -I - A a a v NEMA: 5-15R NEMA: 5-20R NEMA: 6-20R NEMA: L6-30R Volts: 120V AC Volts: 120V AC Volts: 208-240V AC Volts: 250V AC Amps: 15A Amps: 20A Amps: 20A Amps: 30A All products require filters,which prolong t life and improve' ge output consistency. Power Requirement Acknowledgement Customer acknowledges power requirements for the equipment and agrees to provide a proper electrical supply and receptacles for required outlet(s) checked in boxes.A dedicated outlet is recommended for any multifunction device,accessory,or print controller to minimize potential problems caused by voltage fluctuations. I have read and acknowledge the above information to be accurate and understand the power requirements needed for the installation of my leased/purchased Function4 equipment. Initial Networking Acknowledgement Function4 will provide software and drivers for the equipment described in this document and will be responsible for installing said software on 5 workstatiueis. Additional installations are $40 per workstation. If the listed network configuration changes after the initial installation and tho - changes require Function4 equipment to be re-configured, these services are chargeable. Ultimately, the customer is responsible for providing a unctional network and associated hardware for the system connectivity.Function4 may require the assistance of the customer's network support staff, consultant, or contractor to complete the install.The customer is solely responsible for these costs.Any work or changes outside this scope of wor may be subject to additional charges. Sensitive user IDs/passwords are not required on this submission but they must be available to the Function' technician at time of install to avoid a chargeable return visit. I have read and acknowledge the above information to be accurate and understand the required hardware/software needed for the installation o' my leased/purchased Function4 equipment. Initial Non-Networked ;knowledgement Customer declines to have Function4 connect their equipment to a network at this time.The customer understands that network installation performed by Function4 at a later date may be a chargeable service.Network connectivity may require an additional purchase of a print controller from Function4. Standard print drivers will be provided to customer's IT agent. Initial NA FMAudit Acknowledgement(P/ease see your sales representative for additional information) FMAudit is Managed Print Services software that interacts with the Function4 product(s) to be installed and will permit web-based communication between my organization's networked print devices and the FMAudit Server for the purpose of automated meter reading.All services provided by this system fall under the Terms and Conditions in the Maintenance Agreement between Function4 and Customer. Initial Remote Access Installation/Support Function4 may choose to provide installation and remedies using web-based remote suppo in cooperation with customer personnel onsite. Permission to access the customer network using this process is always obtained prior to each incident. Customer agrees to work with Function4 support personnel by this method whenever convenient for both parties. Initial Customer Signature Customer Name Title Date **Expect a call from our IT Helpdesk to install drivers and connect remotely prior to installation** Network/Software Needs Analysis I Ver 5 11-12-19 I Funcdon4 SHARP Sharp - BuyBoard Contract Order Board� Sharp Contract#616-20 9/1/2020-8/31/2023 Customer Information I 'Selling Dealer Information Date 11/22/2022 Dealership Function 4,LLC Account Name City of Port Arthur,TX Account# 149505 Contact Clifton Williams Address 4785 Eastex Freeway Delivery Address 444 4th St. City, State Zip Beaumont,TX 77706 City State Zip Port Arthur,TX 77640 Phone (409)892-0671 Phone (409)983-8100 Email egorder@function-4.com Email Purchase Order Information CUSTOMER PO# DEALER PO# Model# Unit Price Qty Price Extension BP-70C45 1 BP-DE15 1 BP-FN11 1 MX-PN14B 1 BP-FX11 1 BP-70C36 2 BP-DE12 2 BP-FN11 2 BP-PN14B 2 BP-FX11 2 TOTAL DEALER&CUSTOMER SIGNATURE REQUIREC PRIOR TO ORDER PLACEMENT X Customer Printed Name Dealer Printed Name X Customer Signature&Date Dealer Signature&Date ADDITIONAL INFORMATION End User PO Attached ❑YES NO (Customer signature required if PO isn't attached) Payment(please select ONE) Bill End User Bill Dealer/Certified Channel Reseller Dealer Ship To Information (specify if different from above) Ship to Dealer City State Acct# Send to: SNAPCustomerService(c�sharpsec.com Questions regarding orders:(201)529-8824 or bialosukniad@sharpsec.com SHARP Sharp - BuyBoard Contract Order $� • Sharp Contract#616-20 o yBoard 9/1/2020-8/31/2023 Customer Information I 'Selling Dealer Information Date 11/22/2022 Dealership Function 4,LLC Account Name City of Port Arthur,TX Account# 149505 Contact Clifton Williams Address 4785 Eastex Freeway Delivery Address 444 4th St. City,State Zip Beaumont,TX 77706 City State Zip Port Arthur,TX 77640 Phone (409)892-0671 Phone (409)983-8100 Email eqorder@function-4.com Email Purchase Order Information CUSTOMER PO# DEALER PO# Model# Unit Price Qty Price Extension BP-70M31 1 BP-DE12 1 BP-FN11 1 MX-PN14B 1 BP-FX11 1 BP-70M31 2 BP-DE12 2 BP-FN13 2 BP-RB 10 2 MX-PN15B 2 BP-FX11 2 TOTAL DEALER&CUSTOMER SIGNATURE REQUIRED PRIOR TO ORDER PLACEMENT X Customer Printed Name Dealer Printed Name X Customer Signature&Date Dealer Signature&Date ADDITIONAL INFORMATION End User PO Attached -I YES LI NO (Customer signature required if PO isn't attached) Payment(please select ONE) Bill End User Bill Dealer/Certified Channel Reseller Dealer Ship To Information I(specify if different from above) Ship to Dealer City State Acct# Send to: SNAPCustomerService(asharpsec.com Questions regarding orders:(201)529-8824 or bialosukniad@sharpsec.com SHARP NEW CoNT"CT r t . ' /1" Ail -3� , 1\ BuyBoard° Copier Equipment & Supplies Contract #616-20 Contract Valid September 1, 2020 through August 31, 2023 Contact: li P Mark McKee aillIIIIIIPIL Major Accounts Manager .„ 111116, 409-895-2176 mmckee a(�.function-4.com • w 1 functior SHARP 3 YEAR PERFORMANCE GUARANTEE .. . . = -- ! L N• I I I . { f O Acquire Sharp MFP with confidence and peace of mind! The performance and operation of any new Sharp Multi-functional Copier acquired under a Sharp awarded contract is guaranteed for 3 years from the date of installation. O Guaranteed to perform... or else If your Multi-functional Copier is not performing within the machine's design specifications and cannot be repaired by the Authorized Sharp Dealer and Sharp Service Technician,Sharp will replace your equipment with a like model with comparable features...FREE. O Well maintained with genuine parts and supplies The 3-Year Performance Guarantee begins at the date of installation.All equipment must be maintained under a full Service Maintenance Agreement with a Sharp Authorized Dealer and operated using only genuine Sharp supplies and parts. Guarantee is not applicable to equipment that has been damaged by accident or misuse,including improper voltage. If it is determined that the equipment was maintained using other than genuine Sharp supplies and parts,the 3-Year Performance Guarantee will no longer be valid. 0 Customer Assurance The 3-Year Performance Guarantee is provided for your assurance that Sharp Products,the Sharp Authorized Dealer network, and the Sharp National&Government Account Division are committed to your total satisfaction. i functior Peace Of Mind Guarantee Function4 pledges the Solution or Services provided will meet or exceed the criteria developed or we will commit the resources necessary to achieve satisfaction. If Function4 cannot accomplish that goal, we will agree to release the customer from any further obligations. x Customer Signature & Date x Function4 Acceptance & Date BEAUMONT HOUSTON LAKE CHARLES PARIS I SHERMAN ANGLETON 888.267.7827 1 function-4.com