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HomeMy WebLinkAboutContract 55856-SP3 Application No. 2873738 CSC No.55856-SP3 u O B U S I N E S S Master Agreement No. 500-0650038-000 Supplement S E R V I C E S Supplement No. 3 Full Legal Name: City Of Fort Worth Address: 200 Texas Street City: Fort Worth State: TX Zip: 76102 Phone: (817) 392-6689 Fax: - DBA: Billing Address: 200 Texas Street City: Fort Worth State: TX Zip: 76102- Replaces 55856-02 EQUIPMENT ADDED: Qty. Make Item Description(or Accessories) See Exhibit A EQUIPMENT DELETED: Qty. Make Item Description(or Accessories) See Exhibit A �NEW TOTAL CONSOLIDATED _ B&W Image Monthly Allowance 840,000 Excess Per Image Charge(B&W) $ 0.00600 Rental Payment" Color Image Monthly Allowance 250,000 Excess Per Image Charge(Color) $ 0.05300 $105,825.11 Linear Feet Monthly Allowance 633,000 Excess Per Image Charge(Linear Feet) $ 0.00950 PrinterLogic Printer Monthly Allowance 171,666 PrinterLogic Additional Printer Charge $ 0.08500 METERS READINGS VERIFIED Quarterly 'plus applicable taxes Balance of applicable term.Termination date of this supplement coincides with the termination date set forth in the Master Agreement or previous supplement. mos. New term for equipment referenced above only. Such term begins upon supplement endorsement and acceptance by Owner. The term of the original Agreement shall remain in full force and effect for the remaining original equipment. TERMS AND CONDITIONS: You have requested this supplement to the Master Agreement(the"Supplement').Which Supplement incorporates the terms and conditions of the Master Agreement(as amended), and constitutes an agreement between you and us with respect to the Equipment reference herein,separate and distinct from the Master Agreement. "Master Agreement"refers to the agreement between customer and Owner(or its predecessor)identified in Owner's records by the Master Agreement No.above.The parties agree that the original hereof for enforcement and perfection purposes,and the sole"record"constituting"chattel paper"under the LICC,is 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 Supplement,and(ii)our original manual signature.Except for the specific provisions set forth above,the original terms and conditions set forth in the Master Agreement and any personal guaranty(s)shall remain in full force and effect and are incorporated herein by reference. 'CUSTOMER ACCEPTANCE. I�Gt�G�%G WGIIGl/l1GIt011 Title: Assistant City Manager Print Name: Valerie Washington Signature: X �a,e�ewa=h;g,o ,�a,20 13� y s Date: Mar 7,2022 For: City Of Fort Worth 'OWNER ACCEPTANCE. Print Name: Scott Hansen Signature: s,ott M.....(Mz 202208: IST) Date: Mar4,2022 For: UBEO, LLC ACCEPTANCE OF DELIVERY. The Customer hereby certifies that all the Equipment:1)has been received,installed,and inspected, and 2)is fully operational and unconditionally accepted. All conditions and terms of the agreement have been reviewed,acknowledged and are now irrevocable and unconditional. Signature: X VaCe�he!�%ar,420n t� Date: Mar 7,2022 9 OFFICIAL RECORD Print Name: Valerie Washington For: City Of Fort Worth CITY SECRETARY Supplement- Cons FT. WORTH, TX Exhibit A uManage Rental Schedule APPLICATION NO. AGREEMENT NO. oS E R V II C E S "A" 2873738 500-0650038-003 This uManage Rental Schedule"A"is to be attached to and becomes part of the above-referenced Agreement by and between the undersigned and UBEQ,LLC. EQUIPMENT • NOT FINANCED UNDER THIS MAKE/MODEL/ACCESSORIES SERIAL NO. STARTING METER AGREEMENT Equipment Added: ❑ IM C300f W/Post Script, Card Reader- D55921 ❑ IM C300f W/Post Script, Card Reader- D55919 ❑ Add card Reader to D55774 ❑ Add Card Reader to D56129 ❑ Add Card Reader to D56130 ❑ Add Finisher SR3250& Punch PU3070 to D55102 ❑ Equipment Deleted: ❑ Ricoh P C600-D55701 5321X317312 0 Ricoh SP C840DN -D55060 Y221 M310086 ❑ CUSTOMER This uManage Rental Schedule"A°is hereby verified as correct by the undersigned Customer. X Va�yx/ lVaLb1�i* Assistant City Manager Mar 7,2022 City of Forth Worth Valerie Washington(Mar7,20 13:02CST) CUSTOMER SIGNATURE TITLE DATED 32175(2017)—City of Fort Worth modified 6.2.2021 Rev.99/18/2018 bankV CONSENT TO ASSIGNMENT EQUIPMENT FINANCE AGREEMENT # 2873738 Re: Agreement # 2873738 between UBEO LLC ("Assignor") and CITY OF FORT WORTH ("Customer"), dated ("Agreement"). Customer hereby consents to the assignment of the above-referenced Agreement to U.S. Bank Equipment Finance, a division of U.S. Bank National Association ("Assignee") and, effective as of the date of this Consent to Assignment, and until further notice from Assignee to the contrary, agrees to recognize Assignee as the sole and exclusive holder of the Agreement, with all rights, benefits and privileges attendant thereto, but none of the obligations of Assignor under the Agreement. Customer hereby consents to the assignment of the Rental Payments portion in the above-referenced Agreement and all other amounts now or hereafter becoming pursuant to the Agreement to U.S. Bank Equipment Finance, a division of U.S. Bank National Association ("Assignee"). Customer agrees to direct remittance for any charges relating to Excess Images to UBEO LLC ("Assignor"). Customer agrees that the rights of Assignee will not be subject to any claims, defenses or set offs that Customer may have against Assignor. UBEO LLC CITY OF FORT WORTH Assignor Customer � �,J /�/ /�9__ Valerie gtorVaJ/Gl�[�i!* Scott Hanson(Mar4,2022 09:49 CST) X Signature Signature VP and General Manager Mar 4,2022 Assistant City Manager Mar 7,2022 Title Date Title Date OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED TO BEAN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS SPECIFICALLY STATED OTHERWISE. A562 REV 04/16 Modified—City of Fort Worth 1.5.22 TEXAS ADDENDUM (STATE AND LOCAL GOVERNMENT) AGREEMENT # 2873738 Addendum to Agreement # 2873738, between City of Fort Worth, as Customer and UBEO LLC, as Owner. The words you and your refer to Customer. The words we, us and our refer to Owner. The parties wish to amend the above-referenced Agreement by adding the following language: You represent and warrant pursuant to Texas Government Code Section 2252.908 and Texas Administrative Code Chapter 46 the following (select one of the applicable): You have received the required "disclosure of interested parties" from us that was submitted by us to the Texas State Ethics Commission. The Agreement is for less than $1,000,000 and a Customer's Counsel's Opinion has been provided to us confirming the following applies: (a) your governing body has legal authority to delegate to its staff the authority to execute the Agreement; (b) your governing body has delegated to its staff the authority to execute the Agreement; and (c) your governing body did not participate in the selection of the business entity with which the Agreement is entered into. By signing this Addendum, Customer acknowledges the above changes to the Agreement and authorizes Owner to make such changes. In the event of any conflict between this Addendum and the Agreement, this Addendum shall prevail. In all other respects, the terms and conditions of the Agreement remain in full force and effect and remain binding on Customer. UBEO LLC City of Fort Worth Owner Customer �^ V94w� GUGII�I/l7GI�017 Scott Hanson(Mar 4,202209:49 CST) X Valerie Wash ington(Mar7,20n 13:02 CST) Signature Signature VP and General Manager Mar 4,2022 Assistant City Manager Mar 7,2022 Title Date Title Date OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX NOTE: SIGNER OF THIS DOCUMENT MUST BE SAME AS ON THE AGREEMENT. A FACSIMILE OF THIS DOCUMENT WITH SIGNATURE SHALL BE CONSIDERED TO BE AN ORIGINAL. CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS SPECIFICALLY STATED OTHERWISE. A634 REV 03/17 STATE AND LOCAL GOVERNMENT ADDENDUM AGREEMENT # 2873738 Addendum to Agreement#2873738 and any future supplements/schedules thereto,between City of Fort Worth,as Customer("Customer')and UBEO,LLC,as Lessor. The words"you" and"your"refer to Customer. The words"we"and"us"refer to Lessor. In the event of any conflict between the terms and conditions of the Agreement and this Addendum,the terms and conditions of this Addendum shall control,and in the event of any conflict between the general provisions of this Addendum and any provision of this Addendum that expressly applies to you only if you are a political subdivision,county,city,or school district of specific state("State-Specific Provision"),then the State Specific Provision shall control. 1. The parties wish to amend the above-referenced Agreement by adding the we shall have the rights and remedies specified in the Agreement with respect to the following language: Equipment financed and the Payments payable under such Contract,and we shall have REPRESENTATIONS AND WARRANTIES OF CUSTOMER: You hereby represent and no rights or remedies with respect to Equipment financed or Payments payable under warrant to us that: (1)you have been duly authorized under the Constitution and laws of any other Contract unless an event of default or non-appropriation event has also the applicable jurisdiction and by a resolution or other authority of-your governing body to occurred under such other Contract. execute and deliver this Agreement and to carry out your obligations hereunder;(ii)all 2. The parties wish to amend the above-referenced Agreement by restating certain legal requirements have been met,and procedures have been followed,including public language as follows: bidding,in order to ensure the enforceability of this Agreement;(ill)this Agreement is in Any provision in the Agreement stating that you shall indemnify and hold us harmless is compliance with all laws applicable to you,including any debt limitations or limitations on hereby amended and restated as follows: 'You shall not be required to indemnify or hold interest rates or finance charges;(iv)the Equipmentwill be used by you only for essential us harmless against liabilities arising from this Agreement. However,as between you governmental or proprietary functions of you consistent with the scope of your authority, and us, and to the extent permitted by law and legally available funds, you are will not be used in a trade or business of any person or entity,by the federal government responsible for and shall bear the risk of loss for,shall pay directly,and shall defend or for any personal,family or household use,and your need for the Equipment is not against any and all claims,liabilities,proceedings,actions,expenses,damages or losses expected to diminish during the term of this Agreement;(v)you have funds available to arising under or related to the Equipment,including,but not limited to,the possession, pay Payments until the end of your current appropriation period, and you intend to ownership,lease,use or operation thereof,except that you shall not bear the risk of loss request funds to make Payments in each appropriation period,from now until the end of of,nor pay for,any claims,liabilities,proceedings,actions,expenses,damages or losses the term of this Agreement;and(vi)your exact legal name is as set forth on page one of that arise directly from events occurring after you have surrendered possession of the this Agreement. Equipment in accordance with the terms of this Agreement to us or that arise directly INITIAL TERM AND RENEWAL TERM(S): The term of the Agreement consists of an from our gross negligence or willful misconduct" initial term beginning on the date we pay Supplier and ending at the end of your fiscal Any provision in the Agreement stating that the Agreement is governed by a particular year in which we pay Supplier,and a series of renewal terms,each co-extensive with state's laws and you consent to such jurisdiction and venue is hereby amended and your fiscal year. Except to the extent required by applicable law,if you do not exercise restated as follows: "This Agreement will be governed by and construed in accordance your right to terminate the Agreement under the Non-Appropriation or Renewal with the laws of the state where you are located. You consent to jurisdiction and venue paragraph as of the end of any fiscal year,the Agreement will be deemed automatically of any state or federal court in such state and waive the defense of inconvenient forum." renewed for the next succeeding renewal term. Any provision in the Agreement stating this Agreement supersedes any invoice and/or An election by you to terminate the Agreement under the Non-Appropriation or Renewal purchase order is hereby amended and restated as follows: "You agree that the terms paragraph is not a default. and conditions contained in this Agreement,which,with the acceptance certification,is Notwithstanding anything to the contrary set forth in the Agreement, if we cancel the the entire agreement between you and us regarding the Equipment and which Agreement following a default by you,we may require that you pay the unpaid balance of supersedes any purchase order,invoice,request for proposal,response or other related Payments under the Agreement through the end of your then-current fiscal year,but we document" may not require you to pay future Payments due beyond that fiscal year or the Any provision in the Agreement stating that this Agreement shall automatically renew anticipated residual value of the Equipment. If we sell the Equipment following a default unless the Equipment is purchased, returned or a notice requirement is satisfied is by you,you will not be responsible for a deficiency,except to the extent of our costs of hereby amended and restated as follows: "Unless the purchase option is $1.00 or repossession,moving,storage,repair and sale,and our attomeys'fees and costs. $101.00,you agree to send us written notice at least 30 days before the end of the final NON-APPROPRIATION OR RENEWAL: If either sufficient funds are not appropriated renewal term that you want to purchase or return the Equipment,and you agree to so to make Payments or any other amounts due under this Agreement or(to the extent purchase or return the Equipment not later than the end of the final renewal term. If you required by applicable law)this Agreement is not renewed either automatically or by fail to so purchase or return the Equipment at or before the end of the final renewal term, mutual ratification,this Agreement shall terminate and you shall not be obligated to make you shall be a holdover tenant with respect to this Agreement and the Equipment,and Payments under this Agreement beyond the then-current fiscal year for which funds have this Agreement shall renew on a month-to-month basis under the same terms hereof until been appropriated. Upon such an event,you shall,no later than the end of the fiscal the Equipment has been purchased or returned." year for which Payments have been appropriated or the term of this Agreement has been Any provision in the Agreement stating that we may assign this Agreement is hereby renewed,deliver possession of the Equipment to us. If you fail to deliver possession of amended and restated as follows: "We may sell, assign, or transfer this Agreement the Equipment to us,the termination shall nevertheless be effective but you shall be without notice to or consent from you,and you waive any right you may have to such responsible,to the extent permitted by law and legally available funds,for the payment of notice or consent." damages in an amount equal to the portion of Payments thereafter coming due that is attributable to the number of days after the termination during which you fail to deliver Any provision in the Agreement stating that you grant us a security interest in the possession and for any other loss suffered by us as a result of your failure to deliver Equipment to secure all amounts owed to us under any agreement is hereby amended possession as required. You shall notify us in writing within seven days after(i)your and restated as follows: "To the extent permitted by law,you grant us a security interest failure to appropriate funds sufficient for the payment of the Payments or(ii)to the extent in the Equipment to secure all amounts you owe us under this Agreement and any required by applicable law,(a)this Agreement is not renewed or(b)this Agreement is supplements hereto. You authorize and ratify our filing of any financing statement(s)and renewed by you(in which event this Agreement shall be mutually ratified and renewed), the naming of us on any vehicle titles)to show our interest" provided that your failure to give any such notice under clause(i)or(ii)of this sentence Any provision in the Agreement stating that a default by you under any agreement with shall not operate to extend this Agreement or result in any liability to you. our affiliates or other lenders shall be an event of default under the Agreement is hereby SUPPLEMENTS;SEPARATE FINANCINGS: To the extent applicable,in the event that amended and restated as follows: "You will be in default if: (1) you do not pay any the parties hereafter mutually agree to execute and deliver any supplement or schedule Payment or other sum due to us under this Agreement when due or you fail to perform in ("Supplement") under the above-referenced Agreement, such Supplement, as it accordance with the covenants,terms and conditions of this Agreement;(ii)you make or incorporates the terms and conditions of the Agreement,shall be a separate financing have made any false statement or misrepresentation to us;or(III)you dissolve,liquidate, distinct from the Agreement or other Supplements thereto. Without limiting the terminate your existence or are in bankruptcy. foregoing,upon the occurrence of an event of default or a non-appropriation event with Any provision in the Agreement stating that you shall pay our attorneys'fees is hereby respect to the Agreement or a Supplement(each,a separate"Contract"),as applicable, amended and restated as follows: "In the event of any dispute or enforcement of rights NOTE:CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS SPECIFICALLY STATED OTHERWISE. 11537 REV 04/20 under this Agreement or any related agreement, you agree to pay, to the extent in default under the Product Agreement)and you shall,at our option,either deliver to us permitted by law and to the extent of legally available funds,our reasonable attorneys' a certification executed by a duly authorized officer certifying that you have ceased use fees (including any incurred before or at trial, on appeal or in any other proceeding), of the Financed Items or deliver the Financed Items to a location designated by us. In actual court costs and any other collection costs,including any collection agency fee." the event you are entitled to transfer the right to use the Financed Items to any third Any provision in the Agreement requiring you to pay amounts due under the Agreement party,you hereby agree to transfer any such right to use the Financed Items to any third upon the occurrence of a default, failure to appropriate funds or failure to renew the party selected by us and acknowledge that you shall have no right to fees payable by any Agreement is hereby amended to limit such requirement to the extent permitted by law third party in connection with such transfer. However, we shall not be required to and legally available funds. mitigate our damages caused by a default by transferring any Financed Items to a third 3. If your end-of-term option is the purchase of all Equipment for$1.00 or$101.00, Patty. the following applies: Unless otherwise required by law,upon your acceptance of the 5. If you are a political subdivision of the State of Arizona,the following applies: Equipment,title to the Equipment shall be in your name,subject to our interest under this We understand that you may cancel the Agreement within three years after the start date Agreement;provided,however,that if you are a political subdivision of any of the States of the Agreement if any person significantly involved in negotiating,drafting,securing or of Colorado,Georgia,Louisiana,Minnesota,Ohio or Oklahoma,and if your end-of-term obtaining the Agreement for or on your behalf becomes, during the term of the option is the purchase of all Equipment for$1.00 or$101.00,title to the Equipment shall Agreement, our employee or agent or becomes,during the term of the Agreement, a be in our name,subject to your interest under the Agreement. consultant to us with respect to the subject matter of the Agreement, 4. With respect to any "Financed Items," the following provisions shall be 6. If you are a school district in the State of California and your end-of-term option applicable to such Financed Items: is the purchase of all Equipment for$1.00 or$101.00,the following applies: You will be deemed to have acquired title to the Equipment from the Supplier on the date we This Addendum concerns the granting to you of certain software and/or software pay for it,and you hereby sell,transfer and convey the Equipment to us on that date. license(s)("Licensed Software"),the purchase by you of certain software components, You represent to us that the resolution of your governing body authorizing the execution including but not limited to,software maintenance and/or support("Products")and/or the and delivery of the Agreement contained a finding that the Equipment is a major item of purchase by you of certain implementation, integration, training, technical consulting equipment or data processing equipment and that the sale and leaseback of the and/or professional services in connection with software ("Services") (collectively, the Equipment was the most economical means of providing the Equipment to you. "Financed Items") from software licensor(s) and/or supplier(s) (collectively, the "Supplier"), all as further described in the agreement(s) between you and Supplier 7. If you are a political subdivision of the State of Florida,the following applies: (collectively,the"Product Agreement"). For essential governmental purposes only,you We agree that there is no intention to create under the Agreement a right in us to have requested and we have agreed that instead of you paying the fees pursuant to the dispossess you involuntarily of your interests in or the right of use of the Equipment. We Product Agreement to Supplier for the Financed Items,we will satisfy your obligation to hereby irrevocably waive any right to specific performance of your covenant to return pay such fees to Supplier, and in consideration thereof, you shall repay the sums possession of the Equipment to us if you default or exercise your right not to appropriate advanced by us to Supplier by promptly making certain installment payments to us, funds to make Payments. We acknowledge that Payments may not be payable from ad which are included in the Payments set forth in the Agreement. valorem taxes,and in no event may we compel the use of ad valorem taxing power for you to make Payments. To the extent permitted by law,you grant us a security interest in the license(s),including If the make term option for the Agreement is the purchase of all Equipment for$1.00 or without limitation, all of your rights in the Licensed Software granted thereunder, the Products,all rights to payment under the Product Agreement,the Financed Items,and all $101.00,you agree that you will give all notices and file all reports with the State Division proceeds of the foregoing to secure all amounts you owe us under this Agreement. You of Finance as may be required in connection with the Agreement by Florida Statutes authorize and ratify our filing of any financing statement(s)to show our interest. Annotated Section 218.38 and the rules adopted thereunder. Ownership of any Licensed Software shall remain with Supplier thereof. All Financed 8. If you are a county of the State of Florida and your end-of term option is the Items shall be provided by a Supplier unrelated to us,and your rights with respect to purchase of all Equipment for$1.00 or$101.00,the following applies: If the term of such Financed Items shall be governed by the Product Agreement between you and the Agreement exceeds five(5)years,you represent and covenant to us that Payments Supplier,which shall not be affected by this Agreement. IN NO EVENT SHALL WE will be paid from sources other than ad valorem taxes,and that the Agreement has been HAVE ANY OBLIGATION TO PROVIDE ANY FINANCED ITEMS,AND ANY FAILURE approved by our Board of County Commissioners. OF SUPPLIER TO PROVIDE ANY FINANCED ITEMS SHALL NOT EXCUSE YOUR 9. If you are a political subdivision in the State of Georgia,the following applies: OBLIGATIONS TO US IN ANY WAY. YOU HAVE SELECTED SUPPLIER AND THE You represent to us that your acquisition or lease(or other financing)of the Equipment FINANCED ITEMS BASED UPON YOUR OWN JUDGMENT. WE DO NOT TAKE has not been the subject of a referendum or a proposed issuance of bonded debt which RESPONSIBILITY FOR THE INSTALLATION OR PERFORMANCE OF THE FINANCED failed to receive the approval of your voters within the four calendar years immediately ITEMS. SUPPLIER IS NOT AN AGENT OF OURS AND WE ARE NOT AN AGENT OF preceding the start date of the Agreement. SUPPLIER, AND NOTHING SUPPLIER STATES OR DOES CAN AFFECT YOUR 10, If you are a school district in the State of Georgia,the following applies: The OBLIGATIONS HEREUNDER. YOU WILL MAKE ALL PAYMENTS UNDER THIS term of the Agreement will consist of an original term,which will commence on the date AGREEMENT REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY we pay the Supplier and will continue through the end of the then-current calendar year, SUPPLIER,LICENSOR OR MANUFACTURER,AND ANY FAILURE OF A SERVICE and a series of renewal terms,each having a duration of one calendar year. You will PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE YOUR OBLIGATIONS TO have the right to terminate the Agreement pursuant to the Non-Appropriation or Renewal US UNDER THIS AGREEMENT. WE MAKE NO WARRANTIES, EXPRESS OR paragraph at the end of each calendar year, and at the end of each fiscal year, if IMPLIED, AS TO THE FINANCED ITEMS COVERED BY THE PRODUCT sufficient funds are not appropriated for such fiscal year or calendar year to make AGREEMENT AND TAKE ABSOLUTELY NO RESPONSIBILITY FOR Payments. If you do not exercise your right to terminate this Agreement pursuant to the MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OR AS TO Non-Appropriation or Renewal paragraph at the end of any calendar year or fiscal year, ANY PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, CONDITION, the Agreement will be deemed to have been automatically renewed for the next calendar QUALITY, ADEQUACY, TITLE, DATA ACCURACY, SYSTEM INTEGRATION, year or fiscal year,as applicable. FUNCTION, DEFECTS OR ANY OTHER ISSUE IN REGARD TO THE FINANCED ITEMS. YOU HEREBY WAIVE ANY CLAIM (INCLUDING ANY CLAIM BASED ON 11. If you are a political subdivision of the State of Idaho,the following applies: If STRICT LIABILITY OR ABSOLUTE LIABILITY IN TORT) THAT YOU MAY HAVE you are required under the Agreement to make any payments to us (other than a AGAINST US FOR ANY LOSS,DAMAGE(INCLUDING,WITHOUT LIMITATION,LOSS Payment)during any fiscal year during the term of the Agreement in the event of(a)a OF PROFITS,LOSS OF DATA OR ANY OTHER DAMAGES)OR EXPENSE CAUSED late payment charge for Payments, (b) an advance by us which you are required to BY THE FINANCED ITEMS COVERED BY THE PRODUCT AGREEMENT OR A repay, (c) an indemnity payment you owe to us, or(d)any other additional payment TERMINATION OF THE FINANCED ITEMS PURSUANT TO AN EVENT OF DEFAULT, obligation you owe to us under the Agreement(collectively,the"Additional Payments"), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, the Additional Payments shall be payable solely from legally appropriated funds available LOSS,EXPENSE OR COST, for such fiscal year("Available Funds"). To the extent Available Funds are not available for such fiscal year for payment of the Additional Payments, then the Additional The following shall be additional events of default under the Agreement: (i)you fail to Payments shall be subject to appropriation for the following fiscal year,or the fiscal year perform in accordance with the covenants, terms and conditions of the Product following the final fiscal year of the term of the Agreement,if the Additional Payment was Agreement,or(ii)the Product Agreement is terminated,suspended,materially restricted incurred in the final fiscal year of the term of this Agreement. Failure to so appropriate or limited. the Additional Payments for the following fiscal year in each such case shall be a non- The following shall be additional remedies we have for your default under the Agreement: appropriation described in the Non-Appropriation or Renewal paragraph of the We shall have the right to: (a)cause the termination of the Financed Items and you Agreement,providing the remedies to us for such an event in said paragraph. You will irrevocably consent to such termination of the Financed Items by Supplier; and (b) not be entitled to prepay the Agreement or to exercise your option to purchase the require you to immediately stop using the Financed Items(regardless of whether you are NOTE:CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS SPECIFICALLY STATED OTHERWISE. 11537 REV 04120 Equipment at the end of the term of the Agreement so long as any Additional Payments appropriated and available for the purpose of the Agreement,and no liability on account are outstanding and unpaid. hereof shall be incurred by you beyond the amount of such monies. The Agreement is 12. If you are a political subdivision of the State of Kansas,the following applies: not your general obligation. Neither your full faith and credit nor your taxing power are We agree that you are obligated only to pay Payments under the Agreement as may pledged to the payment of any amount due or to become due under the Agreement. It is lawfully be made from funds budgeted and appropriated for that purpose during the then- understood that neither the Agreement nor any representation by any public employee or current fiscal year, or funds made available from any lawfully operated revenue officer created any legal or moral obligation to appropriate or make monies available for producing source. If you are a school district,you represent and warrant to us that your the purposes of the Agreement. Board of Education,by resolution approved by a majority of members of the Board of 18. If you are a political subdivision of the State of Oklahoma, the following Education, has elected to omit the mandatory contract provisions prescribed by the applies: The Agreement will terminate at the end of each fiscal year unless you and we Kansas Department of Administration in form DA-146a, as amended, from the ratify the renewal thereof,and any such termination will be treated as a non-appropriation Agreement, and such provisions are hereby so omitted; provided, however, that this under the Non-Appropriation or Renewal paragraph of the Agreement. election does not authorize the omission from the Agreement of the provisions of Kansas 19. If you are a political subdivision of the Commonwealth of Pennsylvania,the Statutes Annotated ("K.S.A.")§72-1146(related to indemnification and hold harmless following applies: You represent to us that you have complied with the Pennsylvania provisions)or§72-1147(applicable law shall be Kansas law and applicable courts shall Local Government Unit Debt Act,Pa.Cons.Stat.tit.53,Sections 8001 to 8049(including be Kansas courts),as amended. To the extent that the terms of the Agreement is in filing of debt statement and advertisement of proposed financing)in connection with the conflict with the terms of K.S.A.§72-1146 or K.S.A.§72-1147,the terms of K.S.A.§72- Agreement. 1146 and K.S.A.§72-1147 shall prevail. 20. If you are a political subdivision of the State of South Dakota,the following 13. If you are a political subdivision of the State of Kentucky and your end-of-term applies: You represent to us that the Agreement has been approved by the requisite option is the purchase of all Equipment for$1.00 or$101.00,the following applies: number of members of your governing body. If you are a school district,you represent You represent to us that you have in connection with the Agreement given all notices to and covenant to us that all Payments under the Agreement will be paid from your capital and obtained all consents from the state local debt officer(or in the case of a school outlay fund and that you have not received any petitions from your voters requesting district,the chief state school officer)required by applicable law. voter approval of the Agreement,and the time for filing such petitions has expired. 14. If you are a school district of the State of Missouri and your end-of-term option 21. If you are a school district in the State of West Virginia,the following applies: is the purchase of all Equipment for$1.00 or$101.00,the following applies: You Any action,suit or proceeding arising out of or relating to the Agreement shall be tried in represent to us that Payments under the Agreement will be paid from the capital outlay the West Virginia Court of Claims,and we hereby consent to the jurisdiction and venue in fund, and that sufficient funds necessary to make Payments required under the such court. You will have no obligation to pay any taxes associated with the use, Agreement have been appropriated to the capital outlay fund for the fiscal year that ownership or acquisition of the Equipment unless the use,ownership or acquisition of the includes the commencement date of the Agreement. Equipment is determined by final non-appealable judicial order to be subject to taxation, 15. If you are a political subdivision of the State of Nevada,the following applies: in which event you shall,to the extent permitted by applicable law,pay such taxes. If you You represent to us that,to the extent required by applicable law(a)the Agreement has receive notice from any taxing authority alleging that the Equipment is subject to property been approved by the Executive Director of the Nevada Tax Commission, (b) the taxes,you will(a)give prompt written notice to us,(b)contest such allegations by proper Agreement was approved by resolution of your governing body,and such resolution was proceedings,and(c)to the extent permitted by applicable law,and without prejudice to approved by two-thirds of the members of such governing body,and(c)the resolution the position that the Equipment should be exempt from all property taxes, establish approving the Agreement was in form that complies with Nevada Revised Statues reserves for the payment of such taxes as required by general accepted accounting Section 350.087,including the required findings of fact,and was published in accordance principles. We understand that you do not waive the benefit of any statute of limitations with the requirements of Section 350.087. To the extent required by applicable law,you governing the time in which we may bring suit against you under the Agreement. You agree to update your plan for capital improvements in accordance with the requirements will not be obligated to pay any attorneys'fees incurred by us in connection with any suit, of Nevada Revised Statutes Section 350.091. action, proceeding or other exercise of remedies under the Agreement absent a final, 16. If you are a school district of the State of New Jersey,the following applies: non-appealable order of a court of competent jurisdiction awarding attorneys'fees to us. You represent to us that(a)you have complied with all rules and regulations of the New We agree not to repossess the Equipment following a default or non-appropriation under Jersey State Board of Education applicable to the leasing of the Financed Items under the Agreement without giving seven(7)days prior written notice to you. Following the the Agreement,(b)you have complied with and will continue to comply with all rules and repossession or return of the Equipment as a result of a default or non-appropriation,you regulations related to New Jersey Statute 18A:18AA.6,(c)you are not entering into the will have the right to acquire or lease similar property without restriction. We understand Agreement to finance maintenance,guarantees,or verification of guarantees of energy that the Agreement is a public record under the West Virginia Freedom of Information conservation measures,and(d)you will not except out the Agreement from any budget Act. or tax levy limitation otherwise provided by law. 17. If you are a political subdivision of the State of New York, the following applies: The Agreement shall be deemed executory only to the extent of monies By signing this Addendum,Customer acknowledges the applicable changes noted above are incorporated by reference into the Agreement. In all other respects,the terms and conditions of the Agreement remain in full force and effect and remain binding on Customer. Customer has caused this Addendum to be executed by its duly- authorized officer as of the date below. UBEID,LLC City of Fort Worth Lessor Customer Scott Hanson(Mar4,202209:49 CST) X Valerie Washington(Mar7,20 13:02 CST) Signature Signature VP and General Manager Mar 4,2022 Assistant City Manager Mar 7,2022 Title Date Title Date NOTE:CAPITALIZED TERMS IN THIS DOCUMENT ARE DEFINED AS IN THE AGREEMENT,UNLESS SPECIFICALLY STATED OTHERWISE. 11537 REV 04/20 Ub O B U S I N E s s Summary of Changes for UBEO 54 Month s E R v I c E s Supplement Current Monthly Payment: $ 105,800.11 Additions Monthly Payment Reouest#Y Department Address Description Device ID Added 112237 Police 1000 Calvert Add Finisher/Staple/Punch NA $ 18.00 114560 Water 1511 11th Ave IM C3001',with Card Reader DSS921 $ 47.00 Code Compliance- 115844 Animal Control 351 Hillshire Blvd IM C300F,with Card Reader D55919 $ 47.00 114708 Water 4500 Wilma Ln Add card Reader to DSS774 NA $ 5.00 119834 TPW 3741 SW Loop 820 Add Card Reader to D56129 NA $ 6.00 119834 TPW 3741 SW Loop 820 Add Card Reader to D56130 NA $ 6.00 Total Additions $ 129.00 Deletions Monthly Payment Reg uest#Y Department Address Description Device ID Deleted Exercising rental-Want a 114560 Water 1511 11th Ave smaller device D55060 $ (78.00) 120875 Development Services 505 W Felix St No longer needed D55701 $ (26.00) Total Deletions $ (104.00) New Monthly Paymnet Effective 4/1/2022: $ 105,825.11 Month 1-$104,788.11(60 month agreement)Invoiced Month 2-$105,796.11(59 month supplement)Invoiced Month 3-$105,796.11(59 month supplement)Invoiced Month 4-$105,800.11(57 month supplement)Invoiced Month 5-$105,800.11(57 month supplement)Invoiced Month 6-$105,800.11(57 month supplement) Month 7-$105,825.11(54 month supplement) Month 8-$105,825.11(54 month supplement) Month 9-$105,825.11(54 month supplement) Months 10-60(without any equipment additions or deletions)$105,825.11 Total 60 month Stream of Payments=$6,348,336.60 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: Ubeo, LLC klale /G iygLl/`16I* jw-- By: Valerie Washington(Mar 7,20 13:02 CST) By: Scott Hanson(Mar 4,202209:49 CST) Name: Valerie Washington Name: Scott Hanson Title: Assistant City Manager Title: VP&General Manager Date: Mar 7, 2022 Date: Mar 4, 2022 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all By: performance and reporting requirements. Name: Kevin Gunn Title: Director,IT Solutions Qyn� By: Cynthi yree(Mar4,2022 09:52 CST) Approved as to Form and Legality: Name: Cynthia Tyree Title: Sr. IT Solutions Manager �� as �a By: City Secretary: �F FoRr °°°°°° 0A., Name: Taylor Paris ,�°°° ° Title: Assistant City Attorney �o gp•��d Tgnnette S. Goo�%ll °= AsoA° BY Jannette S.Goodall(Mar 7,202214:43 CST) O °o4p 9 ° 1 Contract Authorization: Name: Goodall �4� Aty n °° EX M&C0 Title: City Secretary d Approved: April 6,2021 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX 4/7/2021 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FoRTWORTII DATE: 4/6/2021 REFERENCE **M&C 21- LOG NAME: 13P UBEO MANAGED PRINT NO.: 0235 SERVICES ITS ADK CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of an Agreement with UBEO, LLC, for Printers and Multi- Functional Device Leases and Managed Services Using Cooperative Contract DIR-TSO- 4435 in the Combined Amount Not to Exceed $7,500,000.00 over a Five Year Term for Ongoing Operations and a One-Time Amount of$42,680.00 for the Relocations of Devices RECOMMENDATION: It is recommended that the City Council authorize the execution of an agreement with UBEO, LLC, for printers and multi-functional device leases and managed services using cooperative contract DIR- TSO-4435 in the combined amount not to exceed $7,500,000.00 over a five year term and a one-time amount of$42,680.00 for the relocations of devices. DISCUSSION: The City currently leases multi-functional devices and desktop printers from UBEO, LLC under a Lease Agreement that was awarded in 2008 (M&C P-10860, October 7, 2008). After a thorough assessment, IT Solutions staff determined the most efficient and cost-effective solution is to execute a new agreement to allow for continued services. The City will lease copiers and multi-functional devices for a period of 60 months, with an approximate effective date of June 15, 2021. As a part of the Print Management Program refresh, the 1,153 devices currently in use will be upgraded to new, state of the art equipment prior to the start of the next term. City departments will use the machines for various document duplication tasks, including but not limited to copying, scanning, and faxing. The cost of the lease covers the device, maintenance, service, and all supplies with the exception of paper. It is anticipated that the annual cost will not exceed $1,500,000.00 to include the monthly lease charges, printing costs and overages, short term leases, and additional services as needed. In addition to ongoing operating services, Ubeo, LLC will provide the City with moving services as departments are transitioned from existing locations to the new City Hall. Based on the current number of devices in service and available square footage of the new building, staff project a one-time cost of $42,680.00 to relocate approximately half of the utilized devices. DIR-TSO-4435 is currently set to expire on September 25, 2024. In the event that the cooperative contract is renewed, extended, or a new agreement is executed, the Lease Agreement will continue for the remainder of the 60-month term. In the event that the cooperative contract is not renewed or replaced, the Lease Agreement will be terminated. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for the purchase of the item. The contract was competitively bid to increase and simplify the purchasing power of government entities across the State of Texas. SUCCESSOR CONTRACT- In the event that a cooperative contract is not renewed, staff would cease purchasing at the end of the last Purchase Agreement coinciding with the valid cooperative contract. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then-current Purchase Agreement has expired. The City initially use these cooperative contracts to make purchases authorized by this M&C. The cooperative contracts expire on various dates. If a cooperative contract is extended, this M&C authorizes the City to purchase similar services under the extended contracts. If a cooperative contract is not extended, but a new cooperative contract is executed with the respective vendor with substantially similar terms as the previous cooperative contract, this M&C authorizes the City to purchase the services under the new cooperative contract. apps.cfwnet.org/counciI_packet/mc_review.asp?ID=28785&counciIdate=4/6/2021 1/2 4/7/2021 M&C Review M/WBE OFFICE - An MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. ADMINISTRATIVE AMENDMENT - An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS - Upon City Council's approval, the agreements will begin upon execution and expire in accordance with DIR-TSO-4435 or applicable successor contract. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating budget, as previously appropriated, in the participating departments' Operating Funds to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the participating departments have the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID I ID I Year (Chartfield 2) Submitted for City Manager's Office by_ Jay Chapa (5804) Valerie Washington (6192) Originating Department Head: Reginald Zeno (8517) g g—p Kevin Gunn (2015) Additional Information Contact: Cynthia Garcia (8525) Ashley Kadva (2047) ATTACHMENTS a pps.cfwnet.o rg/council_packet/mc_review.asp?I D=28785&cou nci Idate=4/6/2021 2/2