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HomeMy WebLinkAboutPR 23742: A LEASE AGREEMENT WITH FUNCTION 4 OF BEAUMONT, TEXAS t • ort rth�u °*-- www.PortArthurTx.gov DEPARTMENT OF DEVELOPMENT SERVICES INTEROFFICE MEMORANDUM Date: April 26, 2024 To: The Honorable Mayor and City Council Through: Ronald "Ron" Burton, City Manager From: Pamela D. Langford, Assistant City Manager— Operations/Director of Development Services RE: P.R. NO. 23742 —A resolution authorizing the City Manager to enter into a lease agreement with Function 4 of Beaumont, Texas Introduction: This Agenda Item intends to request authorization for the City Manager to enter into a lease agreement with pricing through the BuyBoard Cooperative Purchasing Program Contract #713-23 with Function 4 of Beaumont, Texas for five (5) years for a color photocopier to accommodate various departments located on the third floor of City Hall. Funding is available in Other Contractual Services Account: 001-13-031-5470-00-10- 000. Background: Function 4 of Beaumont, Texas is offering special pricing to the the City of Port Arthur to enter into a five year lease for a New! Sharp BP-70065 Color MFP photocopier. The photcopier will accommodate various departments/divisions housed on the third floor of City Hall and include the Office of the Assistant City Manager of Operations, Public Works/Engineering, Legal Offices, Open Records Division (City Secretary), and the Office of the Assistant to the City Manager (Special Projects). Budget Impact: The lease agreement is at a cost of $667.76 per month or $8,013.12 annually and funding is available in Other Contractual Services Account: 001-13-031-5470-00-10- 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 1 Recommendation: It is recommended that the City Council approve P.R. NO. 23742, authorizing the City Manager to enter into a lease agreement with pricing through the BuyBoard Cooperative Purchasing Program Contract #713-23 with Function 4 of Beaumont, Texas for five (5) years for a color photocopier to accommodate various departments located on the third floor of City Hall. "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 P.R. NO. 23742 04/26/2024 PDL Page 1 of 4 RESOLUTION NO _ A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A LEASE AGREEMENT WITH PRICING THROUGH THE BUYBOARD COOPERATIVE PURCHASING PROGRAM, CONTRACT #713-23 WITH FUNCTION 4 OF BEAUMONT, TEXAS, FOR FIVE (5) YEARS FOR VARIOUS DEPARTMENTS LOCATED ON THE THIRD FLOOR OF CITY HALL AT $667.76 PER MONTH, OR $8,013.12 ANNUALLY; FUNDING AVAILABLE IN OTHER CONTRACTUAL SERVICES ACCOUNT NO. 001-13-031-5470-00- 10-000. WHEREAS, Chapter 271 of the Texas Government Code allows a city, by resolution of its governing body, to participate in cooperative purchasing programs, such as BuyBoard Cooperative Purchasing Program ("BuyBoard") as an alternative to a formal bid process; and, WHEREAS, pursuant to Resolution No. 02-341, the City entered into an interlocal agreement for cooperative purchasing with the BuyBoard Cooperative Purchaisng Program ("BuyBoard"); and, WHEREAS, Function 4 of Beaumont, Texas is offering a five (5) year lease agreement to include a color copier at a cost of $667.76 per month, or $8,013.12 annually; and, WHEREAS, the lease agreement covers maintenance, repair with unlimited service calls, parts, labor and supplies (excluding paper); and, WHEREAS, funding is available in account number 001-13-031-5470-00-10- 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. P.R. NO. 23742 04/26/2024 PDL Page 2 of 4 Section 2. That City Council hereby authorizes the City Manager to enter into a lease agreement with special pricing through the BuyBoard Cooperative Purchasing Program, Contract#713-23 with Function 4 of Beaumont, Texas, for five (5) years to accommodate various departments/divisions on the third floor of City Hall, in substantially the same form as Exhibit "A". Section 3. That a copy of the Resolution shall be spread upon the Minutes of the City Council. READ, ADOPTED, AND APPROVED on this day of May, A.D., 2024, at a Regular Meeting of the City Council of the City of Port Arthur, Texas, by the following Ayes: Mayor: Council members: Noes: Thurman Bill Bartie, Mayor ATTEST: Sherri Bellard, TRMC, City Secretary APPROVED AS TO FORM: 41.1. 11 James M. Black, Esq., Interim City Attorney P.R. NO. 23742 04/26/2024 PDL Page 3 of 4 APPROVED FOR ADMINISTRATION: Ronald "Ron" Burton, CPM, City Manager APPROVED AS FOR AVAILABILITY OF FUNDS: 1) ? _)/ a" [ltl� Lynda Boswell, Finance Director ()A /Lit hig,1*-L Clifton Williams, Purchasing Manager P.R. NO. 23742 04/26/2024 PDL Page 4 of 4 EXHIBIT "A" COST PER IMAGE AGREEMENT FEDERALID#:74-6001885 function AGREEMENT NO.: CUSTOMER("You"OR"YOUR") FULL LEGAL NAME: City of Port Arthur,TX ADDRESS: 444 4th St., Port Arthur,TX 77640 409 983-8100 EQUIPMENT AND PAYMENT TERMS ❑ SEE ATTACHED SCHEDULE NOT BEGINNING METER QUARTERLY IMAGE EXCESS PER IMAGE FINANCED READING ALLOWANCE CHARGE(PLUS TAX) TYPE,MAKE,MODEL NUMBER,SERIAL NUMBER, UNDER THIS AND INCLUDED ACCESSORIES AGREEMENT B&W COLOR B&W COLOR B&W COLOR New Sharp BP-70065 Color MFP ❑ 12,000 15,000 $0.0088 $0.0495 0 TOTAL CONSOLIDATED QUARTERLY IMAGE ALLOWANCE AND EXCESS PER IMAGE CHARGES(IF CONSOLIDATED) EQUIPMENT LOCATION:As Stated Above METER FREQUENCY:Quarterly TERM IN MONTHS:63 MONTHLY BASE PAYMENT AMOUNT*: $667.76 (*PLUS TAX) SECURITY DEPOSIT:0 CONTRACT THIS AGREEMENT IS NON-CANCELABLE AND IRREVOCABLE. IT 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 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 PRINT NAME AND TITLE: DATE: USA Patriot Act Disclosure.To help the government fight the funding of terrorism and money laundering activities,federal law requires all financial institutions to obtain,verify,and record information that identifies each person who opens an account.What this means to you:when you open an account,we will ask you for your name,address,date of birth,and other information that will allow us to identify you.We may also ask to see your drivel's license or other identifying documents. 019766-ZPO3A(RL)_0224 02/29/24 PAGE 1 OF 2 295 ADDITIONAL TERMS AND CONDITIONS AGREEMENT.You want us to now provide you the equipment and/or software referenced herein,excluding equipment marked as not financed under this Agreement("Equipment")and you unconditionally 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$100.00.If we do not receive by the due date,at the remittance address indicated on your invoice,any amount payable to us,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 returned upon full performance. 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(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 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 in any such twelve-month period by a maximum of 15%of the then existing payment or charge at the beginning of such period.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. SOFTWARE/DATA.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.Notwithstanding the foregoing,if we sell or assign this Agreement or our rights in the Equipment,we will retain our obligations under the Agreement. 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 or data stored on it.This indemnity will survive the expiration of this Agreement.In no event will we be liable for any consequential or indirect damages. INSURANCE.You agree to maintain commercial general 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 one-year period under the same terms unless a) we receive written notice from you,at least 90 days but not more than 150 days prior to the End Date,of your intent to return the Equipment,and b)you timely retum the Equipment to the location designated by us,at your expense.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 retum 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/REMEDIES.If a payment becomes 10+days past due,or if you otherwise breach this Agreement,you will be in default,and we may require that you retum 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,discounted at 3%per annum;and we may disable or repossess the Equipment and use all other legal remedies available to us.You agree to pay all costs and expenses(including reasonable attorney fees)we incur in any dispute with you related to this Agreement.You agree to pay us interest on all past due amounts at the rate of 1.5%per month,or at the highest rate allowed by applicable law,if less. 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 parties agree that the original hereof for enforcement and perfection purposes,and the sole"record"constituting"chattel paper"under the UCC,is either(a)the paper copy hereof bearing(i)the original or a copy of either your manual signature or an electronically applied indication of your intent to enter into this Agreement,and(ii)our original manual signature or(b)the copy of this Agreement executed by the parties and controlled by us or our assignee or custodian in accordance with the Electronic Signatures in Global and National Commerce Act or any similar state laws based on the Uniform Electronic Transactions Act and other applicable law as electronic chattel paper under the UCC.Upon execution,the parties agree to be bound to the terms hereof regardless of the medium or format in which this Agreement is maintained or controlled.If any provision of this Agreement is unenforceable,the other provisions herein shall remain in full force and effect to the fullest extent permitted by law.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. 019766-ZPO3A(RL)_0224 02/29/24 PAGE 2 OF 2 295 NON-APPROPRIATION ADDENDUM This is an addendum ("Addendum") to and part of that certain agreement between Function4 ("we", "us", "our") and City of Port Arthur ("Governmental Entity", "you", "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. The undersigned, as a representative of the Governmental Entity, agrees that this Addendum is made a part of the Agreement. GOVERNMENTAL ENTITY'S AUTHORIZED SIGNATURE (As Stated Above) X SIGNATURE PRINT NAME&TITLE DATE OUR SIGNATURE SIGNATURE PRINT NAME&TITLE DATE PO7NAMC_0320 4785 Eastex Freeway Beaumont,TX 77706 functior (409)892-0671 www.function-4.com Image / Service Agreement Order#: Order Date: Sales Representative: Mark McKee Bill To City of Port Arthur-3rd Floor Lobby City of Port Arthur-3rd Floor Lobby 444 4th St.,4th Floor P.O. Box 1089 Port Arthur,TX 77640 Port Arthur,TX 77641 Contact: Pamela Langford Contact: Accounts Payable Phone: (409)983-8135 Phone: (409)983-8171 Email: pamela.langford@portarthurtx.gov Email: ap@portarthurtx.gov Tax Exempt ® No Yes (Certificate required) Tax/EIN Exempt#: 74-6001885 PO Required No `/ Yes (Copy required) PO#: PO Expiration Date: _.; Service Payme ofar .,. +rr l .- ;, le 63 months Included $667.76 Upon Delivery Quarterly Digital Support Services Opt Out (Initial required) Lease Contract Number Beginning Meter Quarterly Cost per Page(CPP) Reading Image Allowance for Overages Make,Model Serial# F4 EQ ID# B&W Color B&W Colc B&W Colo, Sharp BP-70065 12,000 15,000 $0.0088 $0.04- Includes all Parts,Labor, Toner,and Drums.Does not include paper or staples. Digital Support Services Declined Texas BuyBoard Cooperative Contract#713-23. Current F4 Agreement will be canceled without penalty upon commencement of new F4 Agreement. Additional Comments 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. Authorized Signature Date Authorized Signature Date Printed Name/Title Printed Name/Title FOR INTERNAL USE New Customer n Maintenance w/EQ Order n Maintenance Only Maintenance Billed By Function4 Maintenance Billed w/Lease Dealer Serviced Key Operator Contact: Pamela Langford Phone: (409)983-8135 Email Address: pamela.langford@portarthurtx.gov Meter Read Contact: Automated Phone: Email Address: Accounts Payable Contact: Accounts Payable Phone: (409)983-8171 Email Address: ap@portarthurtx.gov Special Instructions: Additional Documents Attached: nPrice Exception n Tax Exempt Certificate ❑Purchase Order n Credit Application , Function4 Image/Service Agreement Terms and Conditions functio n 1. 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 drum cartridges, masters)and fuser unit cleaner/lubricants(fuser webs,cleaning Function4 as either: (i)an CPP with supplies only contract, which the Equipment rollers,wicks, belts,fuser oil).Consumable Supplies are toner,developer,filters, may be provided by Function4, by customer,or another party, (ii)a Maintenance paper, preventative maintenance kits, print wheels, ribbons, ink cartridges, only contract regarding the service and Equipment that is the subject of a staples, and waste toner bags/receptacles. If Customer uses parts or suppliers Maintenance Agreement, or (ii) a Subscription contract regarding Subscription other than Function4 Consumable Parts and/or Consumable Supplies,and if such Equipment(defined below),along with these Terms and Conditions. The specific parts or supplies are defective or not adaptable to use on the Equipment resulting contract type will be outlined in the ordering documents. Customer(specified on in unnecessary service calls (chargeable item), service problems, or the reverse side hereof)and Function4,LLC("Function4")agree that these Terms unacceptable copy quality, then Function4 may terminate this Maintenance and Conditions are incorporated by reference into the Function4 Image/Service Agreement and the unused portion of any fee refunded is in Function4's sole and Agreement to which they are attached as well as all purchase orders and invoices absolute discretion. In the event Function4 so terminates this Maintenance between Customer and Function4 concerning the Equipment which is the subject Agreement, Customer will be offered continuing service from Function4 at of a Maintenance Agreement. published hourly rates, subject to change without notice.The Operator Manuals 2. INSTALLATION. Certain Equipment must be installed according to specific for each piece of Equipment define specific operator responsibilities.Performance requirements in terms of space, electrical, and environmental conditions. of normal operator functions as described in the Operator Manuals are Installation requirements are defined in the Equipment Operator Manual.Customer Customer's responsibility, are not included in this Maintenance Agreement, and shall ensure that the Equipment is placed in an area that conforms to the are subject to additional charges at established Function4 rates then in effect. manufacturer's specifications and requirements and will bear all cost and expense Customer agrees to exercise proper care of the Equipment. This Maintenance required for installation such as telephone and electrical wiring, remodeling, noise Agreement does not cover service calls caused by user error, misuse or abuse, and power filters,and electrical work external to the equipment. nor does it cover software and/or network printing configuration or related issues, 3. CPP with Supplies. If Customer selects the Cost Per Page ("CPP")with and such services will be subject to additional charges at established Function4 Supplies Option on the Maintenance Agreement and pays the applicable charge rates then in effect. for the Maintenance Agreement,Function4 will perform maintenance cleaning and 8. BUSINESS HOURS FOR SERVICE. All services provided hereunder are make inspections, adjustments, and repairs, and replace defective parts for the available only during Function4's Normal Business Hours,which is hereby defined Equipment without additional charge to Customer, provided such calls are made to consist of 8:00 am to 5:00 pm Central Time, Monday through Friday,exclusive during Normal Business Hours(as defined in paragraph 8, below). Function4 will of Function4 holidays and subject to change by Function4.At Customer's request, furnish the following supplies,to be delivered at accepted intervals in quantities as Function4 may render service outside of normal business hours, subject to usage history dictates as determined by Function4 and additional deliveries as availability of personnel and additional charges at established Function4 rates required: Toner, Developer, Drums or Photoconductor, Filter Change, Fuser Oil, then in effect. Webs.CPP with 9. 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 Function4 until said supplies are consumed to the extent that they may not be charges incurred by Function4 for the delivery of any Consumable Supplies further utilized in the copy making process. In the event of Customer default or delivered to the Customer. Function4 agrees to train Customer personnel in the cancellation of this Maintenance Agreement, all such supplies and consumable use of the Equipment at reasonable times.At times,other than any anniversary or parts shall be returned to Function4 on demand.Additionally, Function4 reserves renewal dates as described in paragraph 18, Function4 shall have the right under the right to charge Customer a prorated amount for any unused portion of drum this Maintenance Agreement to increase the CPP rate upon thirty(30)days written remaining pursuant to Function4's standard formula for such proration. notice to Customer. 10. AVAILABILITY OF SUPPLIES.Function4 Customer Service Engineers do 4. EXCESS COPIES.The initial term of this Maintenance Agreement is based on not carry or deliver Consumable Supplies (toner and paper). It is Customer's anticipated customer usage as stated in "Base Allowance" on the face of the responsibility to purchase and have the necessary supplies available for Maintenance Agreement (the "Initial Term"). Base Allowance copies are Customer Service Engineer's use. accumulated from the initial meter read. Customer shall provide Function4 with 11. RECONDITIONING. When a shop reconditioning is necessary, or the meter readings on the last day of each month and/or when requested by manufacturer's life expectancy of the Equipment has been exceeded,and normal Function4. Each 8Y:"x 11"copy will be recorded as a single meter click. Each 11" repairs and parts replacement cannot keep a unit in satisfactory operating x 17" copy will be recorded as a double meter click. Duplexed copies shall be condition, Function4 will submit to Customer a cost estimate of needed repairs counted at twice the rate of simplexed copies. For models equipped with banner which will be in addition to ordinary maintenance/service charges. If Customer printing capabilities, the following meter click charges shall apply: 18"to 27" = 3 does not authorize such work, Function4 may refuse to renew this Maintenance clicks;27"to 36"=4 clicks;36"to 47"=5 clicks. Function4 reserves the right to Agreement for such unit,and/or refuse to continue providing service to such unit conduct on-site inspections and meter readings to verify the accuracy of meter under this Maintenance Agreement,furnishing service only on a"Per Call"basis. readings at any time and to substitute, in its sole and absolute discretion,its own 12. NETWORK INTEGRATION. If Network Integration services are provided readings for the Customer's readings. Customer agrees to provide Function4 by Function4,Customer warrants that the Function4 Digital Needs Analysis access to the Equipment during Normal ("DNA")has been accurately completed and Function4 may rely on the Business Hours to perform such inspections and meter readings. Further, if information contained in the DNA in providing network integration services. Customer does not provide Function4 with meter readings on the last day of the Function4 reserves the right to assess additional charges for service due to month, Function4 shall be entitled to estimate the meter reading and Customer Customer's modification of its network,software,or operating system(s). agrees to accept such estimated reading. Should the Base Allowance be exceeded prior to expiration of any applicable billing cycle,Customer agrees to pay 13. SUBSCRIPTION.If Customer selects the Unlimited Subscription,the the current excess copy charge for each copy in excess of the Base Allowance. service indudes the equipment, accessories, and/or software listed in the Invoices for excess copies will be tendered either monthly, quarterly, applicable ordering documents (the "Subscription Equipment") and all toner semi-annually,or annually as determined by Function4. (paper and staples are not included,), parts, and routine maintenance (and 5. PAYMENT;SUSPENSION OF SERVICE.Customer agrees to pay,by check service for the Subscnption Equipment which will be performed by Function4 made payable to Function4, ACH or by credit card, all invoices rendered for during our regular business hours(8:00 AM to 5:00 PM—Monday through services performed and/or parts installed on Equipment within 30 days from the Friday,except Holidays)at no additional charge. Service requested by you at date of the invoice. Function4 does not accept cash payments. If any part of any times other than regular business hours will be furnished at our established payment due to Function4 hereunder is more than five (5) days past due, overtime service rates,subject to the availability of our Service Personnel. Customer agrees to pay a late charge equal to 10% of the past due amount to 14. NOT INCLUDED IN THE UNLIMITED SUBSCRIPTION. The following cover Function4's administrative costs occasioned by said late payment.Customer service events are not covered under the Unlimited Subscription and will be agrees that amounts not timely paid shall bear interest at the rate of 1.5%monthly invoiced to you at our Standard Service Rates. Service calls resulting from: (a) (18% per annum), or at the maximum rate allowed by law, whichever is less. The use of paper and toner or other supplies not meeting our specifications; (b) Without waiver of any other rights hereunder, Function4 shall have the right to User error or failure to perform operator maintenance as defined in the operator discontinue service in the event Customer becomes delinquent in payment. manuals;(c)Electrical or mechanical work external to the Subscription Equipment 6. CUSTOMER CHANGES. Function4 reserves the right to assess additional and/or system); (d) Repair or replacement of network printing, scanning, faxing charges and/or terminate services in the event the Customer implements any functions affected by updates or modifications of your network; (e) Repair or changes, alterations, attachments, or additions that make it more expensive or replacement of peripheral equipment such as Fiery controllers, coin vending impractical for Function4 to provide service to Customer or the Equipment. equipment, etc., unless added and charged as a separate line item in the Agreement; or(f) Operator negligence, misuse, accidents, acts of God, natural 7. MAINTENANCE ONLY.If Customer selects the Maintenance Only Option on disasters,improper storage,and unusual physical or electrical stress. the Maintenance Agreement, Function4 will provide such maintenance service as 15. SUBSCRIPTION CONSUMPTION VOLUME LIMIT. If in any 12-month is necessary to maintain the Equipment in good operating condition, including period your copy volume or consumption of toner is 20%higher than (NA) replacement of parts which have broken or worn out through normal use. This then we may increase the monthly payment by 20% for the remaining Maintenance Agreement covers all routine, remedial and preventative months of the Term. maintenance service.This Maintenance Agreement does not include Consumable Parts or Customers Initials: fu functiorP Function4 Image/Service Agreement Terms and Conditions 16. 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 28. ATTORNEYS FEES; COSTS. In the event Customer defaults under this performance monitoring, consumable and supply-level monitoring for Maintenance Agreement, or if any other dispute arises hereunder requiring replenishment,and product status(and as described in Function4's DNA). Should Function4 to refer said matter to an attorney and/or to initiate, or defend, any Customer opt-out of utilizing System Monitoring, Function4 reserves the right to court action in any way related to this Maintenance Agreement,Customer agrees assess an incremental invoicing fee on Customer not to exceed$25 per invoice. to pay Function4's reasonable attorneys' fees and all costs resulting from such action. 17. DIGITAL SUPPORT SERVICE (DSS). Unless the Customer opts-out of 29. CHOICE OF LAW AND FORUM SELECTION CLAUSE. Customer hereby DSS,Function4 shall provide Customer with DSS,for a fee of$9.95 per month per covenants and agrees that any and all disputes arising out of or in connection with device covered under this Maintenance agreement billed with the base billing this Maintenance Agreement shall be interpreted and construed in accordance cycle. DSS provides remote Help Desk Support which includes troubleshooting with the laws of the State of Texas. This Maintenance Agreement is entered into network connectivity issues,network print,scan and fax resolution,print/fax driver and performable in the State of Texas. Customer hereby covenants and agrees updates, installation of additional print/fax drivers and installation of additional that exclusive venue and jurisdiction of any action brought regarding this scan/fax destinations. Maintenance Agreement and any and all disputes with Function4 shall lie with any 18. TERM AND AUTOMATIC RENEWAL.The Term of this Agreement shall be state or federal court of competent jurisdiction in Harris County,Texas. for thirty-six(36)months,unless the Lease Agreement outlines a shorter or longer 30. WAIVER OF JURY TRAIL.CUSTOMER HEREBY EXPRESSLY WAIVES Term for sixty-three(63) months(the"Term").At the end of the Term of this TRIAL BY JURY AS TO ANY AND ALL ISSUES ARISING OUT OF,OR IN ANY Agreement(or any renewal term)(the"End Date"), this Agreement will renew for WAY RELATED TO THIS MAINTENANCE AGREEMENT. an additional twelve month 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, 31. NOTICE.Any notice or other communication given or required in connection or your intent to terminate. Each year the prices under this Agreement may with this Maintenance Agreement shall be in writing, and shall be given by increase,but they shall not to exceed 15%annually. certified or registered mail, postage prepaid, return receipt requested. If sent to 19. LIQUIDATED DAMAGES. In the event of Customer default or voluntary Function4, said notice shall be sent to the registered agent for Function4 in the termination, Customer promises to pay to Function4 liquidated damages(and not state in which the transaction arose,or to Function4,Attention:William Patsouras, as a penalty)equal to 75% of the recurring Fees remaining to be paid from the 12560 Reed Rd.,Suite 200,Sugar Land,Texas 77478,or such other address as effective termination date through the end of the Term.In the event Customer is in Function4 may hereafter designate in writing. If to Customer,the notice shall be default of any obligation under this agreement and remains in default for seven(7) sent to Customer at the address specified on the first page of this agreement days after notice thereof, Function4 may cancel this agreement and collect hereof,or such other address which may be specified by Customer in writing to damages according to the foregoing formula. Function4. 20. NO WAIVER.Customer acknowledges and agrees that any delay or failure 32. FAIR NOTICE. CUSTOMER HEREBY AGREES THAT ANY LANGUAGE to enforce its rights hereunder by Function4 does not constitute a waiver of such IN THIS MAINTENANCE AGREEMENT THAT IS IN ALL CAPITAL LETTERS rights by Function4,or in any way prevent Function4 from enforcing such rights,or AND/OR BOLD-FACE TYPE AND IN PARAGRAPHS 26, 27, 28, 30, 32 AND any other rights hereunder,at a later time. THIS PROVISION ARE CONSPICUOUS AND THAT CUSTOMER HAS BEEN 21. ENTIRE AGREEMENT.The Maintenance Agreement constitutes the entire GIVEN FAIR NOTICE OF ALL TERMS AND CONDITIONS OF THIS MAINTENANCE AGREEMENT. agreement between Customer and Function4 related to the maintenance of the Equipment, and any and all prior negotiations, agreements (oral or written), 33. AFFIRMATIVE ACTION. Function4 and all vendors and/or subcontractors proposals (oral or written), understandings and/or communications between the are obligated to and do, to the best of Function4's knowledge comply with the parties relating to this Maintenance Agreement are hereby superseded. EEO clause at 41 CFR 60 1.4(a)and The Affirmative Action Clauses at 250.4(a) 22. NO INDUCEMENTS. Customer represents and warrants that no promise, and 741.4(a). agreement,or inducement,whether written or oral,which is not herein expressed 34. ASSIGNMENT: Neither party may assign this Agreement, in whole or in has been made to Customer in executing this Function4 Image / Service part,or any of its rights or obligations hereunder without the prior written consent Agreement. of the other party.However,Function4 may assign or otherwise transfer its rights, 23. NO MODIFICATION OF TERMS. Customer expressly acknowledges and interests,and obligations under this Agreement without your consent in the event agrees that these terms and conditions may not be varied, modified, or changed of a change in control of 50% or more of the equity of Function4, the sale of substantially all the assets of Function4, or the restructuring or reorganization of except by written agreement executed by a duly authorized representative of Function4,and that this Maintenance Agreement cannot be modified by course of Function4 or its affiliate entities. If Client transfer its rights, interests, and performance or course of dealing.No sales or service personnel,including but not obligationssign under this Agreement withoutCustomershall F remain consent then such limited to,managers or supervisors,have any authority to override this provision. assignment n this grwill notm ntbe valid, and hman remain responsible be for all fees under Agreement and any attachment or schedule regardless of whether 24. AUTHORITY. Customer and Function4 each represent and warrant that Customer continues to derive any benefit from the Services. In addition, unless their respective signatures to the Maintenance Agreement have been duly otherwise agreed, we may contract with third parties to deliver some or all the authorized to enter into this Maintenance Agreement by them. Services,and no such third-party contract is to be interpreted as an assignment of 25. LIMITATION ON LIABILITY. Under no circumstances shall Function4 be this Agreement. However,we will use commercially reasonable efforts to ensure responsible to Customer for any indirect,special,or consequential loss or damage, that any and all such third parties abide by all of the terms of this Agreement,and, however caused, arising out of this Maintenance Agreement or services provided except as otherwise agreed,we will remain solely responsible for the fulfillment of under this Maintenance Agreement. Function4's liability in case of all of our obligations under this Agreement. This Agreement is binding upon the nonperformance or breach of this Maintenance Agreement shall not exceed the parties,their successors and permitted assigns. 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. 27. 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 nonFunction4 personnel. Function4 will not assume any liability for any conditions arising Customers Initials: function Power Requirements - Networking Acknowledgment Order#: Order Date: Function4 Branch: Beaumont Company City of Port Arthur-3rd Floor Lobby Sales Rep Mark McKee Address 444 4th St.,4th Floor City Port Arthur State TX Zip 77640 Key Contact Pamela Langford Phone (409)983-8135 Email pamela.langford@portarthurtx.gov IT Contact Fay Young n On-Site Phone (409)983-8105 Email Power Requirements 15A/120V111 20A/120V ❑ 20A/208V 30A/250V ❑ - • • • �• MUM 5-1511 AASIA:5-20A MAMA:5-20R NWk LL30R Yob: MI AC Ya11t 120Y AC Vatic 2Q-2100 AC Vat 2501 AC Mos 15A Mow RA *K 20A Awe 30A All products require power filters, which prolong equipment life and improve image output consistency. Power Requirement Acknowledgment 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 Acknowledgment Function4 will provide software and drivers for the equipment described in this document and will be responsible for installing said software on 5 workstations. Additional installations are $40 per workstation. If the listed network configuration changes after the initial installation and those changes require Function4 equipment to be re-configured, these services are chargeable. Ultimately, the customer is responsible for providing a functional 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 work may be subject to additional charges. Sensitive user IDs/passwords are not required on this submission but they must be available to the Function4 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 of my leased/purchased Function4 equipment. Initial Non-Networked Acknowqtdgmer,r 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 customers IT agent. Initial NA EKM Insight(Please see your sales representative for additional information) Insight is Managed Print Services software that interacts with the Function4 product(s)to be installed.I have reviewed the End User Security Information and Printer DCA Checklist/Install Requirements documents and will permit web-based communication (see page 2) between my organization's TCP/IP(SNMP)-networked print devices and the Insight Server for the purpose of automated meter reading, technical performance monitoring, supply-level monitoring,and malfunction reporting.All services provided by this system fall under the Terms and Conditions in the Maintenance Agreement between Function4 and Customer. El Insight Acceptance Initial Remote Access Support Function4 may choose to provide remedies to certain issues using web-based remote support 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 Above acknowledgments apply to all assets listed in associated sales order document for this order Accepted by Function4 Accepted by Customer Authorized Signature Date Authorized Signature Date Printed Name/Title Printed Name/Title Network/Software Needs Analysis I Ver 04.02.2023 I Function4 I Page 1 of 1 BILLING INFORMATION PLEASE COMPLETE THIS FORM AND RETURN WITH DOCUMENTS In order Function 4, LLC for 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-3rd Floor Lobby If you would like your invoices emailed to you in place of regular mail, please provide an email address(es) below: ap@portarthurtx.gov Billing Address: P.O. Box 1089 Port Arthur,TX 77641 Attention: Accounts Payable Telephone Number: (409)983-8171 FEDERAL ID#: 74-6001885 SPECIAL INSTRUCTIONS Do you require a Purchase Number on the invoice?If yes,please provide PO# YES NO Is a new purchase order required for each new fiscal period? n YES n NO If yes,provide month/year PO expires Are you tax sales exempt?If yes,please attach a copy of exempt certificate or direct pay permit. V/ YES n NO Do you require any special information to establish a vendor number for City of Port Arthur-3rd Floor Lobby YES❑� NO If yes,please advise: Additional Comments: SHARP Sharp - BuyBoard Contract Purchase Order Sharp Contract#713-23 Board 9/1/2023-8/31/2024 • • Customer Information I (Selling Dealer Information Account Name City of Port Arthur,TX Dealership Function 4, LLC Contact Clifton Williams Account# 149505 Delivery Address 444 4th St. Address 4785 Eastex Freeway City State Zip Port Arthur,TX 77640 City,State Zip Beaumont,TX 77706 Phone (409)983-8100 Phone (409)892-0671 Email Email egorder@function-4.com Purchase Order Information CUSTOMER PO# DEALER PO# Model# Unit Price Qty Price Extension BP-70065 1 BP-DE15 1 BP-FN14 1 MX-PN15B 1 BP-LC-10 1 BP-FX11 1 Professional Services TOTAL DEALER&CUSTOMER SIGNATURE REQUIRED PRIOR TO ORDER PLACEMENT End User PO Attached ❑YES ❑NO (Customer signature required if PO isn't attached) X Customer Printed Name Dealer Printed Name X Customer Signature&Date Dealer Signature&Date ADDITIONAL INFORMATION Payment(please select ONE) ❑ Bill End User 2 Bill Dealer Dealer Ship To Information I (specify if different from above) Ship to Dealer City State Acct# Send PO to: SNAPCustomerService(&..sharpsec.com Order Status: All Other Inquiries:(inci RAs and reships) https://b2b.sharpamericas.com SNAPCustomerService a(�sharpsec.com (EMAIL MUST INCLUDE SHARP ORDER NUMBER) ,;z)zz -Ot-339(B(Rev.9-0716ack)) TEXAS SALES AND USE TAX EXEMPTION CERTIFICATION Name of purchaser firm or agency City of Port Arthur Address(Street&number,P O.Box or Route number) Phone(Area code and number) 444 4th Street j(409)983-8100 City.State.ZIP code Port Arthur, TX 77640 I, the purchaser named above, claim an exemption from payment of sales and use taxes (for the purchase of taxable items described below or on the attached order or invoice)from: Seller: Function4, LLC Street address: 4785 Eastex Freeway _City,State,ZIP code: Beaumont, TX 77706 Description of items to be purchased or on the attached order or invoice: Office equipment and/or supplies Purchaser claims this exemption for the following reason: Municipality-Tax ID#74-6001885 I understand that I will be liable for payment of all state and local sales or use taxes which may become due for failure to comply with the provisions of the Tax Code and/or all applicable law. I understand that it is a criminal offense to give an exemption certificate to the seller for taxable items that I know.at the time of purchase, will be used in a manner other than that expressed in this certificate.and depending on the amount of tax evaded,the offense may range from a Class C misdemeanor to a felony of the second degree. Purchaser I Title Date sign here r NOTE: This certificate cannot be issued for the purchase, lease,or rental of a motor vehicle. THIS CERTIFICATE DOES NOT REQUIRE A NUMBER TO BE VALID. Sales and Use Tax"Exemption Numbers"or"Tax Exempt"Numbers do not exist. This certificate should be furnished to the supplier. Do not send the completed certificate to the Comptroller of Public Accounts.