HomeMy WebLinkAboutC2022-039 - 3/8/2022 - Approved DocuSign Envelope ID:8B83D69D-E69C-4301-AFA7-5D257B1 134A26
Amendment
This Amendment amends that certain agreement by and between UBEO, LLC ("Owner") and City of Corpus Christi
("Customer") which agreement is identified in the Owner's internal books and records as Agreement No. 1728785 (the
"Agreement"). All capitalized terms used in this Amendment, which are not otherwise defined herein, shall have the
meanings given to such terms in the Agreement. Owner and Customer have mutually agreed that the following
modifications be made to the Agreement.
1. The Any written changes or cross-offs to the Agreement shall be disregarded, as Owner and Customer have
agreed that all modifications needed to the Agreement shall be incorporated in this Amendment.
2. The following section is hereby added to the Agreement:
"EARLY PREPAYMENT RIGHT. Notwithstanding anything else herein to the contrary, you may, upon
thirty (30) days prior written notice, terminate this Agreement early if you pay to us all of the regularly
scheduled monthly payments due, or to become due under the Agreement, plus our booked residual,
plus any and all sales taxes, actual or estimated property taxes, excess per image charges, and any
other miscellaneous amounts due and owing under the Agreement. Upon satisfaction of the criteria set
forth in this paragraph, this Agreement shall terminate and your obligations under this Agreement will
be deemed satisfied."
3. The sentence in section 2 entitled "Payment"which reads "Monthly payments will begin on the Commencement
date," is hereby deleted and replaced with the following:
"Monthly payments will begin on the Commencement Date."
4. The following sentence is hereby deleted from section 2 entitled"Payment":
"If any payment is more than ten days late, the Customer agrees to pay a fee of up to 15% or $29
(whichever is greater)on the overdue amount, but not to exceed the maximum amount allowed by law."
5. The following sentence is hereby deleted from section 2 entitled "Payment":
"At the end of the first year of this Agreement, and once each successive twelve-month period
thereafter, Owner may increase the base payment and the Excess Per Image charges by an amount
not to exceed 6% of the then current payment and charges."
6. The following sentence is hereby deleted from section 4 entitled "Term and Transition Billing":
"Customer agrees to pay an interim base payment in the amount of 1130 of the monthly base payment,
for each day from and including the Effective Date until the day preceding the Commencement Date."
7. The following sentence is hereby added to section 6 entitled "Taxes and Fees":
"This is a net agreement."
8. The following sentences are hereby deleted from section 6 entitled"Taxes and Fees":
"The Customer will indemnify Owner on an after-tax basis against the loss of any tax benefits
anticipated at the Commencement Date arising out of the Customer's acts or omissions. Owner may
charge Customer a reasonable fee to cover documentation and investigation costs."
9. Section 8 entitled "Collateral Protection, Liability and Insurance" is hereby deleted and replaced with the
following.-
"8.
ollowing:"8. toss or Damage. The Customer is responsible for any damage to or loss of the System and any
losses or injury caused by the System."
CorpusChristi,Cityof.9 728785.Pp3.ev.2
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DocuSign Envelope ID:8B83D69D-E69C-4301-AFA7-5D257B1 134A26
10. The following sentences are hereby deleted from section 9 entitled"Indemnity":
"Customer agrees to hold Owner harmless and reimburse Owner for loss and to defend Owner against
any claim for losses or injury caused by the System. This indemnity obligation will continue after the
termination of this Agreement if the loss or injury occurred during the term of the Agreement. The
Customer agrees to reimburse Owner for and defend Owner against any claims, for losses or injuries
caused by the System, unless such losses or injuries are caused by the gross negligence or willful
misconduct of Owner."
11. The following sentence is hereby added to section 10 entitled"Maintenance and Care of Owner's System":
"Customer is responsible for all Software Agreements and Owner is not a party to any such licensing
but will include such software as part of the Agreement."
12. The sentence in section 12 entitled "Assignment" which reads "UBEO LLC will retain those obligations and
Customer agrees that the rights of the assignee will not be subject to any claims, defenses or setoffs the
customer may have against the Owner," is hereby deleted and replaced with the following:
"UBEO LLC will retain those obligations and Customer agrees that the rights of the assignee will not be
subject to any claims, defenses or setoffs the Customer may have against the Owner."
13. The sub-sentence in section 14 entitled "Default and Remedies"which reads "(ii) Customer breaches any other
term of this Agreement or any other agreement with Owner or any material agreement with any other entity," is
hereby deleted and replaced with the following:
"(ii)Customer breaches any other term of this Agreement or any other agreement with Owner,"
14. The following sentence is hereby deleted from section 14 entitled "Default and Remedies":
"The Customer promises to pay Owner's reasonable attorney fees and any cost associated with
enforcement of this Agreement."
15. The sentence in section 14 entitled "Default and Remedies"which reads "Customer also agrees to pay interest
on all past due amounts, from the due date, at 1.5% per month," is hereby deleted and replaced with the
following:
"Customer also agrees to pay interest on all past due amounts, from the due date, at the statutory
amount required pursuant to the Texas Prompt Payment Act."
16. The sentence in section 15 entitled "Business Agreement and Choice of Law" which reads "THE CUSTOMER
AGREES THAT THIS AGREEMENT WILL BE GOVERNED UNDER THE APPLICABLE LAW OF THE STATE
IN WHICH OWNER (OR, IF ASSIGNED BY OWNER, OWNER'S ASSIGNEE) MAINTAINS ITS PRINCIPAL
OFFICES, AND ANY DISPUTE CONCERNING THIS AGREEMENT WILL BE ADJUDICATED IN A FEDERAL
OR STATE COURT IN SUCH STATE," is hereby deleted and replaced with the following:
"THE CUSTOMER AGREES THAT THIS AGREEMENT WILL BE GOVERNED UNDER THE
APPLICABLE LAW OF THE STATE IN WHICH CUSTOMER MAINTAINS ITS PRINCIPAL OFFICES,
AND ANY DISPUTE CONCERNING THIS AGREEMENT WILL BE ADJUDICATED IN A FEDERAL OR
STATE COURT IN SUCH STATE."
17. The sentence in section 16 entitled "Renewal and Return of System"which reads "After the Minimum Term, as
defined by the Agreement, and any written extension thereof, this Agreement will automatically renew on a
twelve (12) month basis unless 1) the Customer notifies Owner in writing not less than 90 days prior to the
expiration of the Minimum Term or extension of its intention to return the System and 2) the Customer returns
the System as provided below," is hereby deleted and replaced with the following:
"After the Minimum Term, as defined by the Agreement, and any written extension thereof, this
Agreement will automatically renew month-to-month unless 1)the Customer notifies Owner in writing at
Corpu sChrisli,C 40.1728785.P03.ev.2
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DocuSign Envelope ID:8B83D69D-E69C-4301-AFA7-5D257B1 B4A26
least 30 days prior to the expiration of the Minimum Term or extension of its intention to return the
System and 2)the Customer returns the System as provided below."
18. The following sentence is hereby deleted from section 16 entitled 'Renewal and Return of System
"Customer may not terminate this Agreement early without Owner's consent."
19. The following sentence is hereby deleted from section 20 entitled"Miscellaneous":
"Within 30 days after Owner's request, Customer will deliver all requested information (including tax
returns)which Owner deems reasonably necessary to determine Customer's current financial condition
and faithful performance of the terms hereof."
Except as specifically modified by this Amendment, all other terms and conditions of the Agreement remain in full force
and effect. If, and to the extent there is a conflict between the terms of this Amendment and the terms of the Agreement,
the terms of this Amendment shall control. A copy of this document containing your original or facsimile signature or other
indication of your intent to agree to the terms set forth herein shall be enforceable for all purposes. This Amendment is not
binding until accepted by Owner.
UBEO, LLC City of Corpus Christi
Owner Docusigned by: Cu omer
-''-'�� Signature HD548656 E5NEC.S ignatu re
.. irUh( A9.&ASZER josh chronley AD of Contracts & Procurei
Print Name&Title Print(Name&Title
Date Accepted: fix' Z Date: 3/10/2022
A PXL%YWb�s To Legal Form
M2022-032 Authorized Bytorney Date
Council 3-08-2022
ATTEST:
DS Docusigned by:
Rebecca Huerta
City Secretary
CorpusChrisU.C1tyol.1728785.Klev.2
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DocuSign Envelope ID:8B83D69D-E69C-4301-AFA7-5D257B1 B4A26
NON-APPROPRIATION ADDENDUM
This is an addendum ("Addendum") to and part of that certain agreement between UBEO of South Texas
(`eve", "us", `bur") and Corpus Christi, City of (,Governmental Entity', "you", "your"), which agreement is
identified in our records as agreement number 1728785 ("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 System 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 System 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 System 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. If and to the extent that the items financed under the Agreement is/are software, the above-referenced
certificate shall also include certification that the software is no longer being used by you as of the termination
date.
The undersigned, as a representative of the Governmental Entity, agrees that this Addendum is made a part of
the Agreement.
• r -
(As Stated Above) josh chronley AD of contMaW�W2Procurement
F7D5486tjN PRINT NAME&TITLE DATE
OURSIGNATURE
UBEO of South Texas � zZ
SIGNATURE PRINT NAME&TITLE DATE
Approved As To Legal Form
cuSigned by:
Do
AD4 � 2022
(1728785)VP07NAMC_0320 Assis ant'Titorney Date
DocuSign Envelope ID:8B83D69D-E69C-4301-AFA7-5D257B1 B4A26
ub
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R U s I N E s s MANAGE RENTAL AGREEMENT
` Owner: UBEO,LLC
CUSTOMER INFORMATION
TO F,rY C+rs6mr3e0N ka„¢
Yt Pe.wn wglslm Slee irH�Daa-a2or
Corpus Christi City of Minerva Alvarado
eve�e
1201 Leo
Tek Tate
and Street Sr.Buyer-Finance?Procurerr
ewes ie.+awru.,
T.kp, e! rew—
�� F361)826-3163
Fxv,ak)
Car us Christi TX 78401
in�muart.tam taberarm<„s„m,�l -
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EQUIPMENT •- •
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$ 1 719,00 60
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Monthlyrequency(QUARTERLYunless Quarterly................._I
W Image Monthly Allowance
0 Excess Per Image Charge $0.00900
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Excess
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Excess Per Image Charge(Linear Feet)
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_ Page/DID Charge i
Supplies(toner and developer in colors,black,cyan,magenta and yellow)and waste toner bottles are Included at no additional charge,unless otherwise indicated
Throughput materials(paper stocks,staples,etc.)and toner and developer in colors clear,gold,silver,white,and fluorescent pink are NOT Included.
BLACK Supplies Included LINO COLOR Supplies Included ❑No
nGREEseE.rr rumaea All amounts exclusive of applicable taxes
I
THIS AGREEMENT CANNOT BE TERMINATED EARLY.
Sergio Gomez
Additional Terms and Conditions on Second Page.Oerer Agreed Upon Addendum(s)include:
A B
0 Merlin❑Fax❑e-Mail
During the term of M Agreement.Owner may substitute anwor change the lads and equipment that it uses n proyidkv the images and other solutions being provided to customer.In these siftwuons,Omer wit
evain the changes to
Customer and Customer will sign an updated schedule ineorporaling the changes to the equipment and related producls n the Custorners possession andtor being used to provide the mlubon.In addition,f customer's needs andlor die
avaaable tectxtdogy changes dramatically,either party may inflate dacussions to hi*e this Agreement provided that any such change must be mutual reed to in a new
behalf of both Customer and t?vner. �'agreed agreement or amendment signed by authorized individuals on
1:1 WTI :12 IFM L,W!lI1111111
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By signing below customer certifies that all conditions and terms of this agreement on the first avid seoom page have been reviewed and acknoMdedged.By providing a teleptxxto numtror for a cellular
expressly consenliV to receiving communications ifof NON-marke' or sollaitaton phone or other vireless device,you are
4n9 purposes)at number,including,but rrot Erufed m,pretecaded or arlin ia!message pins,text messages.and calls made by an automatic telephone
dialog m your cellular
Ovmer and ds affiliates and agents.This F�yxess Consent applies m each such telephone number that customer provides m us now er in the tubae and permits cool cal Es.These calls and messages may incur access
fees from cellular ovider.
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canpeny Na— City.of Corpus Christi
own«: UBEO,LLC
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DELIVERY s ACCEPTANCE
The Customer hereby certfies that all the Equipment:l)has been received,iUtalled,and inspected,and 2)is fully opera6anal and uncandidonally accepted.All conditions and terms of this
and are now irrevocable and unoomtbrial. agreement bare been reviewed,acknowledged
ay(pease Print):
Tae:-
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1 of 2 mvigtf•d 4s To Legal Form Rev:7!1/2021
hg022
A7sAs�`1l'NP'Xitorney Date
DocuSign Envelope ID:8B83D69D-E69C-4301-AFA7-5D257B1 134A26
UMANAGE RENTAL AGREEMENT
TERMS and CONDITIONS
1.Ownershq and Use of System:Owner is the We Amer and tike holder to the'System-.The-system-"it mean and is bitable to Customer.Owner Ls not responsible for any damage to Customers information Technology
all hard w.(and,except as lantced by section 10 bekw,soltrrere)included cn the uMmage Rema)Agreement. Systems.
Cuslomeragreesto keep the System and associated products free and dearof ail hens and claims.eustemer agrees will indude such software as pairt ofrthe Software Agreements Owner
and tamer a nota party to d cmnh licensing but
that the System and associated products writ be used solely for business purposes and not for consumer uAgreement Qa9er does.neuro any software and cannot n w of any
Personal use and thatthe Cuslameeskcefan isa busahess address. purposes« interest in R la lever .r s Accordance with this agreement.within he days of the epakation«earlier
and TOaton,for whatever reason,of the Agreement,Customer vA'I deliver the System to Owner n good condition
and repot,exooept f«normal wear and leer.
2.Payment:Monthly payments will begin on the Commencement date.The Customer agrees to pay Owner the base 11.Locatlon of System:The Cuslaner will keep the System at die location
payment which includes the minimum base image allc,a4nce,when due.The Customer also Cysto ed in mis Agreement The
for each image n excess of the mage allowance.The base a agrees to pay ic charge C gents 10r must obtain Owner's whiten permission to move the System.The Customer Hill allow Owner«its
Agreement.If an P lenient and the Charge for overages areas indicated on agents k inspect tlhe System at any reasonable time wherever a is located.
��page�� y payment s more than ten days Isle,the Customer agrees to pay a fee of up to
15%or$291whichever s greater)on the a erdue amount;but not to exceed the maxdmum amount allowed by lava.
The Customer also agrees to pay$35 for each check that the bank realms for insuffieemt funds Of my other reason. 12.Assignment THE CUSTOMER HAS NO RIGHT TO SELL,TRANSFER,ENCUMBER,SUBLET OR ASS€GN
At the end of the first year of this Agreement,and once each successive twelve month peeled thereafter,Owner may THE SYSTEM OR THIS AGREEMENT.Owner may sell,transfer Or assign this Agreement without notice and t
mucase the base payment axed the Excess Per Image charges by an amount not to exceed 6%of the then parent Owner does,the assignee wit have the same payments and As O
to Pay ri
payment and chargeghts ninon benefits Owner has ant wll net have to pedorn any of
abs.The Customer's obligation the bass Other obtolki a hereunder s `OwrhOr's'Obligations.UBEO LLC will retain those obl'anions and Customer
solute and uncondaknal and is mol Wbject to cancellation,reductor,setoff w oownlerdaan.THtS AGREEMENT IS R agrees that the rights of the
NON-CANCELABLE. assignee soli not he subject to any clams,defenses or setoffs the customer may have against the Owner
3.Excess§wages:Customer wgl su(xnR hue and aCcwale System reeler read 13.Warranty DLsdaiver:OWNER FAKES NO WARRANTY EXPRESS OR NPLIED,INCLUDING THAT THE
3.the second workday of each bsurg period n readings to Owner for the System by the end SYSTEM IS FIT FOR A PARTICULAR PURPOSE OR THAT THE SYSTEM IS MERCHANTABLE_OWNER
any reasonable manner requested by Omer,including an automated TRANSFERS TO CUSTOMER ANY WRITTEN WARRANTIES MADE BY THE VARIOUS MANUFACTURERS
collection system.If Cuskxmec fats to submi meter reading%Owner may astmate meters and generate inoicing REPRESENTED IN THISAGREEMENT.CUSTOMER AGREES CUSTOMER HAS SELECTEDTHE SUPPLIER
based upon rhe estimated meter readings. AND EACH ITEM OF SYSTEM AND ASSOCIATED PRODUCTS BASED UPON ITS OWN JUDGMENT AND
DISCLAIM ANY RELIANCE UPON ANY ORAL STATEMENTS OR REPRESENTATIONS MADE BY OWNERS,
4.Term and Transition Billing:This Agreement is bindig upon Customer on the data Customer CUSTOMER WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THISAGREEMENT REGARDLESS OF
The Agreement's effective on the dale Cuslomer stDa),Agreement ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER,LICENSOR OR MANUFACTURER.AND FAILURE
the Agreement One Delivery all req ired dor ce(tinea a Date J.The tem'of OFA SERVICE PROVIDER TO MOST A SERVICES WILL NOT EXCUSE CUSTOMER'S OBLIG FA URE bates on data designated by us after receipt of all required docurmentaliah and acceptance by us OWNER UNDER THIS E AGREEMENT.
('Gommencemenl Dale')and continues for the number of monlhhs designated as"Term'on the frst page of this
Agreement Oustatmer agrees to pay am inlmarh base payment in Ire amount d VW of toe monthly base payment for
each day from and ancluding the Effective Date unN the daypreoedng gine Commencement Date. 14.Default and Remedies:The Customer will be in default l
achy of the y other a occurs:(0 Customer does snot
a
pay any amount under this Agreement or other sham due to Omer Or arryr other entity,(i)Customer breaches any
Other term of this Agreement Or any other agreement with Ovmer Or anymaterial agreement with any other entity,
S.Upgrade and Downgrade Provsiohr Cr mer may review your image Volume and,nits discretion,propose options for (al Customera any guarantor d as,dissolves or.te"mules existence.(iv)Customer makes Or has made false
upgradahg or downgradag to accommodate your needs. statement or misrepresemtaton to Owner(v)there has been a material adverse change in Cuslomer or any
gue""or's financial,business Or operating condition;(0)any guarantor defaults under any guaranty for this
6.Taves and Fees:This is a net agreement In addNan to rent the Customer agrees to pay all taxes,fees,and fling Agreernem;(all Customer or any guarantor becomes insolvent or unable to pay is deW when due;Customer
costs related to the use Of the System,even billed after the end of the Agreement Ovmef wil€tae properly tax turns stops dung business as going oahcem;CUstomer merges.oahsolkAle5.«transfers all or substantially all of As
and bili the Customer as soon as an invoice from the local jurisdictorh is recaiNad Owner has the option to estimate assets:or(A)Customer makes an assignment for the benefit of is oredilom or votuntarly life or have filed
any taxes due for the year and WJ the Customer monthly in advance on the basis of that estivate.The Customer against R an action under any bankruptcy pmceedngs.If the Customer defauts,Owner can take the following
agrees than Ovther pays any tares a charges ah the Customers behalf,Customer will reimbuse Ovmer ter all such remedies:a)terminate this Agreement;b)require Customer to pay 1)all past due amounts hereunder and 2)all
Payments and will pay Ownerafee for collecting and admLtislerig any tones,assessments or fees and remRtig Them re<nainihp payments for Ike unagxircd fawn•discounted to pfesen"ife at a 2%discount rate;c)requke
berielo the appropriate authorties.The Customer will indemnify Owner on an after-tax basis against the loss of any tax Customer no retro the System to Oameratthe Customers eMense;oil exercise anyolher remedy available al
Cusco s a a reasonfied able
the Commencement Date arising out d the Customers acts w omissions.Omer may charge lawor equity'The Customer Prowses to PaYC1-TRh's reasornableatorney fees and ashy cost aasociatedwath
Customer a reasonable fee b cover documentation and investigatiorh costs.My fee charged under this agreement enforcement of this Agreement.Customer also agreesio pay interest on all past due;m,u ts,irom bhe due
may include a profR date,at 1,5%Per month This action'if not void the Customer's fesponsWAY to maintain and care for the
System,nor soil Owner be liable for anyactah taken on any third part's behalf.
T UCG Fling:The Customer aut Ofizas Owner or its assignee to sign any documents In co Zion with the Uniform
Commercial Code CUCC')On the Customers behalf.The Customer authorizes Owner to insert the serial numbers) _ 15.Business Agreement and Choice of Lay.THE CUSTOMER AGREES THAT THIS AGREEMENT WILL BE
Of the System in this Agreement(includng any schedules)and Ln any Nags.In Order to protect our rights h the GOVERNED UNDER THEAPPLICABLE LAW OF THE STATE IN WHICH OWNER(OR.IFASSIG.NED BY
System.Customer grants Bine Owner a security Interest in the System I Ids Agreement is deemed a secured OWNER.OWNER'S ASSIGNEE)MAINTAINS ITS PRINCIPAL OFFICES.AND ANY DISPUTE CONCERNING
transaction and Customer authorizes Owner to record a UCC-1 financing stalementorsinlar Instrument and appoint THIS AGREEMENT WILL BE ADJUDICATED IN AFEDERAL OR STATE COURT IN SUCH STATE.OWNER
Owner as is artom ly-n-fact to exev fa and"Neer such inst—aflt,in order to shoo Onne/s merest in the System. fAND ITS ASSIGN EE)AN0 CUSTOMER WANE THE RIGHT TOA TRIAL BY JURY IN THE EVENT OF A
LAWSUIT AND WANE ANY RIGHT TO TRANSFER VENUE.
6.Cdlatefai Protection,Liabily and Insurance:The Customer is respofsi+le for any damage tour loss of the System 16.Renewal and Return of System:After the Minimum Term,as defined by the Agleefnem and anywritCn
and any losses or injury caused by the System.The Customer promises to keep the System fully imueed against toss extension thereof,nus Agreemeed will atrtomatcelly renew on a twelve(12)month basis unless 1)the Customer
and the Agreement is paid in full and maintain insurance that protects owner from Iliability for my damage«injury notifies Omer in
wWjrq not less than 90 caused by the Sysh nh or As use.The Customer promises to provide Ownw with evidence of the insurance.showing W mtion to rettrn the System and 2)toe C stamen returns the ys prior to the aat�of
the M ed Term emodins i the
h of its
Owner as the loss payse for the fall replacement value of the System and additional insured far ysreig as provided beep.Prodded win
Party Propertyinsurance, public liability good repair
condrtrh such timelynotice.."dvit shall returnthe System,freight and insurance prepaid.toation in
upon request.If fats to Provide such eYxlence wtivv 30 days atter the good repair Condition and vvoduig oder.ordaharywear and tear excepted,n a manner and to a location
eommerxcement ofthm Agreement,Omar has the option.but not the obligation to do as provided in aither(A)or its) designated by Owner.The Customer must
as follows,as determined in Owners discretion:(A)Owner may secure property loss insurance On the pay any additional rents due ung the System is Ing my n good
carrier of Owners choosing in such forms and amount as Omer deems reasonable to System hent a narking by weer alsagents.Cunbarcer iS responsible far protecting and removing my confidential
Owner secures€nsufance ah the System,Customer will not be named as an insured €y.Customers
o mhers interests.t datafmages stored on the System Prior to As return for any reason.Customer may not temp hate this Agreement
not be fiR Parti'.Customers harm sts may eariy Vrithoul Owners mfcsent.
ly protected,and Customer soil reimburse Omer the presnhrrn which maybe tither than the premium
Customer would pay t Cuslmn r obtained Insurance,and which may reawt in a profit to Owner through an investment
in reinsurance.If Customer s crrent in all ofits ob€igations under the Agreement al the time of loss,any insurance 17.Other tights:The Customer agrees that Owners delay,ar taitue to exercise any rights,does not prevent
proceeds received relating toinsurance Owner obtains pursuant to this subsection(A)will;be applied.at Owners Owner from amrc4ing them at a later wne.It any Part of this Agreement is food to be invalid,then a$hall not
option,torepairm replace the System,or to pay Owner the remaining Payments due or to become due under this "Wide any of the other parts and the agreement shat be modified to the m€nmum extent as permitted by law,
A€paemmt,discounted at 2%per annum;or(B)Owner insigitharge The terns of ft Agreement supersede any relaled Purchase order.
.0035 of the System cost as result of Ow» 's sxedl risk and administrative and other costs,sg ld be ftrthefp to
described Ona letter from Owner to Oustomer.We may make a profit on this Program.NOTHING IN THIS
PROVISION WALL RELIEVE CUSTOMER OF THE RESPONSIBILITY FOR LIABILITY INSURANCE ON THE to-UCC-2A provisions:Custemer waives any and all rights and remedies granted to Customer tinder Sections
SYSTEM.Owner may file claims and endorse insurance checks on the Customer's behalf. 2A-508 tuoWh 2AS22 of the UCC and agfees that this Agreement in the hands of Owners assignee,is,Or
shall be treated as,an agreement Of the type defined in Section 103(t)(g)of Aukle 2A of the UCC_
9.indemnity:Ater instalfaton,Owner isrotre y Y 19.Entire Agraemem.This Agreement represents the entre Agreement between Owner and the Customer
aporsble fOr an losses Or'lutes caused b the uaeorpossession of regarding the financing of the System.Neither Oianer nor the Customer soul be bound by my amendment,
the Sy^stem.Customeragrees to h0id Orme.Y harmless and reimburse Ovmerfa€oss and to defend Owner against -aarrer,ordher
any clam for losses w injury caused b the change amass agreed ro in writing and signed by bath parties.
y System.This obligator vont continue after the lennnata]ot has
Agreement R the loss or injury occeared duig the term of the Agreement The Customer agrees to mirnWm Owner
for and defend Owner against any dams,for losses or inluries caused by the System,unless such losses Or injuries 20.MISCELLANEOUS:Any change in arty of the terms and conditions of this Agreement must be in writing and
are ca used by the gross negligence Or willful in somdal of Owner.IN NO EVENT SHALL OWN FR BE Signed byCWw.Customer agrees.however,that Owner is authwized,without notice to Customer,to supply
RESPONSIBLE FOR ANY C014WQUENTLAL OR INDIRECT DAMAGES. missing inrornatiun or correct obvious errors in this Agreement A fax or electronically transm€tad version of
Oustamels signature m Ids Agreement wfien received by Owner shall be binding upon CUatonher as A originally
Signed.The parties agree that lbs Agreement and anyrelakd do-ments may authenticated by electronic
means.Cus€omer agreesnor to raise as a defense to the enfacement of this Agreement or any related
10.Maintenance and Care of GWnArrs System:The Customer agrees toinstall,use and maintain the System in documents that Gustaner executed or auttins hentcated by eiectromc means.However, Agreement shall be
accordance with the dealer specifications and use only those supplies wjof ed orapproved by UBED LLC which meet binding ou Owner when signed by or nwr Both Customer and Owner agree that the version of nus Agreement
inmdac"w sPecificatiOnC Customer agrees 10 manlaih the System in good working condition,efigite for write Ownersongnal sgrhature shall consttule the original autwf€tatve version.WRh'rl 30 days after Owners
manufadtrer's certTicaton,rwmnal wear and tear excepted.Maintenance provided by UBEO LLC isnot-c-rncellable request Customer will dNirer a€I requested information frac udng tax rettuns)which Owner deems masmabry
for the term of the agreement for the listed System.Maintenance includes and is limited to;parts repair Or replacement necessary to determine Customers current financial condtion and faithful performance of the terms hereef.
and associated labor,for service required as a result of normal wear and tear.Supplies honer and dewtoper in colors,
bfack,cyan,magenta and yeffow)and waste saner bates are nciuded at n0 add liorm$Charge.Tamar usage is based
on manufachaers suggested yields.Excess usage can be billed wfien suggested yields are exceeded.Throughput
materials(paper stocks,Staples,elo.)and lona and developer in colors clear,gold,slyer and white are NOT -
included.Wok associated with Customers Information Technologies not Imbed on this Agreement anduding but not
fin to Software,Computers,Data Flea and NeWork is not covered by the Owner,
2Ot2