HomeMy WebLinkAboutC2023-249 - 11/28/2023 - Approved DocuSign Envelope ID:5A4DBB08-E83D-4682-A2E9-18B6DD5517FO
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B U S I N E S S "I"1U MANAGE RENTAL AGREEMENT
S E R V I C E S owner: t.I IF11Gi 0,li...li...0
ENEEM MENEENEEMEMENEEMEM®
Bill Ta Full Customer Legal Nem. 1__Person Installation Site Key Op.tatar
Corpus Christi, City of Minerva Alverado Brooks Hooper
St—Atltlress 111. Title
1201 Leopard Sr. Buyer-Procurement Print Shop Lead
B,x S,A.Ra ,,g Tel.ph...# Tel.ph...#
361-826-3163 (361)826-3181
City State zip Catle Fa.simil.# Fa.simil.#
Corpus Christi TX 78401
,stallafia,Address(if tldf.r.,t from abw.) mal
1201 Leopard ,Corpus Christi TX,78401 MinervaA@cctexas.com brooksh@cctexas.com
e e® e
Quantity Make Item Description(or Accessories)
1 1 Konica Minolta AC570111 ACCURIOPRESS C4080
2
3
4
5
6
$ 1,497.00 � 60
0 $0.00900
0 $0.04400
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 ❑NO COLOR Supplies Included [:]NO
AGREEMENT NUMBER All amounts exclusive of applicable taxes SALES REPRESENTATIVE
THIS AGREEMENT CANNOT BE TERMINATED EARLY. Robert Thomas/Efrain Franco
Additional Terms and Conditions on Second Page. Other Agreed Upon Addendum(s)include:
A
❑Merlin ❑Fax❑e-mail Brooks Hooper brooksh@cctexas.comim
0
During the term of this Agreement,Owner may substitute and/or change the tools and equipment that it uses in providing the images and other solutions being provided to Customer.In these situations,Owner will explain the changes to
Customer and Customer will sign an updated schedule incorporating the changes to the equipment and related products in the Customer's possession and/or being used to provide the solution.In addition,if customer's needs and/or the
available technology changes dramatically,either party may initiate discussions to revise this Agreement;provided that any such change must be mutually agreed to in a new agreement or amendment signed by authorized individuals on
behalf of both Customer and Owner.
112 i III
By signing below customer certifies that all conditions and terms of this agreement on the first and second page have been reviewed and acknowledged.By providing a telephone number for a cellular phone or other wireless device,you
are expressly consenting to receiving communications(for NON-marketing or solicitation purposes)at that number,including,but not limited to,prerecorded or artificial message calls,text messages,and calls made by an automatic
telephone dialing system from Owner and its affiliates and agents.This Express Consent applies to each such telephone number that customer provides to us now or in the future and permits such calls.These calls and messages may
incur access fees from your cellular provider.
Federal ax ID
Company Name'. Corpus Christi,City of Owner'. UBEO,LLC
By(Please Print)'. jo9h0bnl%,� By. o d F e r!
Signature: Signature'.
E
Title: Asst.Director of Finance-Procurement Date: 121412023Title'. C Date'.
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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 this agreement have been reviewed,acknowledged
and are now irrevocable and unconditional.
By(Please Print)'. u Title: AD of Finance & Procurement
signatuLocusi neo Date: 12/4/2023
A JV 7 E
3
Assistant City Attorney Date
DocuSign Envelope ID:5A4DBB08-E83D-4682-A2E9-18B6DD5517F0
1 of Rev:5/1/2022
UMANAGE RENTAL AGREEMENT
TERMS and CONDITIONS
1.Ownership and Use of System:Owner is the sole owner and title holder to the"System".The"System"shall mean Owner does not own any software and cannot transfer any interest in it to Customer.In Accordance with this
all hardware(and,except as limited by section 10 below,software)included on the UMANAGE Rental Agreement. agreement,within 10 days of the expiration or earlier termination,for whatever reason,of the Agreement,
Customer agrees to keep the System and associated products free and clear of all liens and claims.Customer agrees Customer will deliver the System to Owner in good condition and repair,except for normal wear and tear.
that the System and associated products will be used solely for business purposes and not for consumer purposes or UBEO, LLC agrees not to disclose any customer information to manufacturers or competitors that is not
personal use and that the Customer's location is a business address. required by law.
2.Payment:Monthly payments will begin on the Commencement date.The Customer agrees to pay Owner the base 11.Location of System:The Customer will keep the System at the location specified in this Agreement.The
payment which includes the minimum base image allowance when due.The Customer also agrees to pay a charge Customer must obtain Owner's written permission to move the System.The Customer will allow Owner or its
for each image in excess of the image allowance.The base payment and the charge for overages are as indicated on agents to inspect the System at any reasonable time wherever it is located.
the first page of this Agreement.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.
The Customer also agrees to pay$35 for each check that the bank returns for insufficient funds or any other reason. 12.Assignment:THE CUSTOMER HAS NO RIGHT TO SELL, TRANSFER, ENCUMBER, SUBLET OR
At the end of the first year of this Agreement,and once each successive twelve month period thereafter,Owner may ASSIGN THE SYSTEM OR THIS AGREEMENT.Owner may sell,transfer or assign this Agreement without
increase the base payment and the Excess Per Image charges by an amount not to exceed 6%of the then current notice and if Owner does,the assignee will have the same rights and benefits Owner has and will not have to
payment and charges.The Customer's obligation to pay the base payments and its other obligations hereunder is perform any of"Owner's"obligations.UBEO,LLC will retain those obligations and Customer agrees that the
absolute and unconditional and is not subject to cancellation,reduction,setoff or counterclaim.THIS AGREEMENT rights of the assignee will not be subject to any claims,defenses or setoffs the customer may have against the
IS NON-CANCELABLE. Owner.
13.Warranty Disclaimer:OWNER MAKES NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE
3.Excess Images:Customer will submit true and accurate System meter readings to Owner for the System by the SYSTEM IS FIT FOR A PARTICULAR PURPOSE OR THAT THE SYSTEM IS MERCHANTABLE.OWNER
end of the second workday of each billing period in any reasonable manner requested by Owner,including an TRANSFERS TO CUSTOMER ANY WRITTEN WARRANTIES MADE BY THE VARIOUS MANUFACTURERS
automated collection system.If Customer fails to submit meter readings,Owner may estimate meters and generate REPRESENTED IN THIS AGREEMENT.CUSTOMER AGREES CUSTOMER HAS SELECTED THE
invoicing based upon the estimated meter readings. SUPPLIER AND EACH ITEM OF SYSTEM AND ASSOCIATED PRODUCTS BASED UPON ITS OWN
JUDGMENT AND DISCLAIM ANY RELIANCE UPON ANY ORAL STATEMENTS OR REPRESENTATIONS
4.Term and Transition Billing:This Agreement is binding upon Customer on the date Customer signs the Agreement. MADE BY OWNERS.CUSTOMER WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT
The Agreement is effective on the date Customer signs the Delivery and Acceptance("Effective Date").The term of REGARDLESS OF ANY CLAIM OR COMPLAINT AGAINST ANY SUPPLIER,LICENSOR OR
the Agreement begins on date designated by us after receipt of all required documentation and acceptance by us MANUFACTURER,AND FAILURE OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT
("Commencement Date")and continues for the number of months designated as"Term"on the first page of this EXCUSE CUSTOMER'S OBLIGATIONS TO OWNER UNDER THIS AGREEMENT.
Agreement.Customer agrees to pay an interim base payment in the amount of 1/30 of the monthly base payment,
for each day from and including the Effective Date until the day preceding the Commencement Date.
14.Default and Remedies:The Customer will be in default if any of the following occurs:(i)Customer does not
pay any amount under this Agreement or other sum due to Owner or any other entity,(ii)Customer breaches
any other term of this Agreement or any other agreement with Owner or any material agreement with any other
5.Upgrade and Downgrade Provision:Owner may review your image volume and,in its discretion,propose options entity,(iii)Customer or any guarantor dies,dissolves or terminates existence;(iv)Customer makes or has
for upgrading or downgrading to accommodate your needs. made false statement or misrepresentation to Owner;(v)there has been a material adverse change in
Customer or any guarantor's financial,business or operating condition;(vi)any guarantor defaults under any
6.Taxes and Fees:This is a net agreement.In addition to rent,the Customer agrees to pay all taxes,fees,and filing guaranty for this Agreement;(vii)Customer or any guarantor becomes insolvent or unable to pay its debts when
costs related to the use of the System,even billed after the end of the Agreement.Owner will file property tax returns due;Customer stops doing business as going concern;Customer merges,consolidates,or transfers all or
and bill the Customer as soon as an invoice from the local jurisdiction is received.Owner has the option to estimate substantially all of its assets;or(viii)Customer makes an assignment for the benefit of its creditors or
any taxes due for the year and bill the Customer periodically in advance on the basis of that estimate.The Customer voluntarily file or have filed against it an action under any bankruptcy proceedings.If the Customer defaults,
agrees that if Owner pays any taxes or charges on the Customer's behalf,Customer will reimburse Owner for all such Owner can take the following remedies:a)terminate this Agreement;b)require Customer to pay 1)all past due
payments and will pay Owner a fee for collecting and administering any taxes,assessments or fees and remitting amounts hereunder and 2)all remaining payments for the unexpired term,discounted to present value at a 2%
them to the appropriate authorities.The Customer will indemnify Owner on an after-tax basis against the loss of any discount rate;c)require Customer to return the System to Owner at the Customer's expense;or d)exercise any
tax benefits anticipated at the Commencement Date arising out of the Customer's acts or omissions.Owner may other remedy available at law or equity.The Customer promises to pay Owner's reasonable attorney fees and
charge Customer a reasonable fee to cover documentation and investigation costs.Any amount charged under this any cost associated with enforcement of this Agreement.Customer also agrees to pay interest on all past due
agreement may include a profit. amounts,from the due date,at 1.5%per month.This action will not void the Customer's responsibility to
7.UCC Filing:The Customer authorizes Owner or its assignee to sign any documents in connection with the Uniform maintain and care for the System,nor will Owner be liable for any action taken on any third party's behalf.
Commercial Code("UCC")on the Customer's behalf.The Customer authorizes Owner to insert the serial number(s)
of the System in this Agreement(including any schedules)and in any filings.In order to protect our rights in the 15.Business Agreement and Choice of Law:THE CUSTOMER AGREES THAT THIS AGREEMENT WILL BE
System,Customer grants the Owner a security interest in the System if this Agreement is deemed a secured GOVERNED UNDER THE APPLICABLE LAW OF THE STATE IN WHICH OWNER(OR,IF ASSIGNED BY
transaction and Customer authorizes Owner to record a UCC-1 financing statement or similar instrument,and appoint OWNER,OWNER'S ASSIGNEE)MAINTAINS ITS PRINCIPAL OFFICES,AND ANY DISPUTE CONCERNING
Owner as its attorney-in-fact to execute and deliver such instrument,in order to show Owner's interest in the System. THIS AGREEMENT WILL BE ADJUDICATED IN A FEDERAL OR STATE COURT IN SUCH STATE.OWNER
(AND ITS ASSIGNEE)AND CUSTOMER WAIVE THE RIGHT TO A TRIAL BY JURY IN THE EVENT OF A
LAWSUIT AND WAIVE ANY RIGHT TO TRANSFER VENUE.
8.Collateral Protection,Liability and Insurance:The Customer is responsible for any damage to or loss of the System
and any losses or injury caused by the System.The Customer promises to keep the System fully insured against loss 16.Renewal and Return of System:After the Minimum Term,as defined by the Agreement and any written
until the Agreement is paid in full and maintain insurance that protects Owner from liability for any damage or injury extension thereof,this Agreement will automatically renew on a twelve(12)month basis unless 1)the Customer
caused by the System or its use.The Customer promises to provide Owner with evidence of the insurance,showing notifies Owner in writing not less than 90 days prior to the expiration of the Minimum Term or extension of its
Owner as the loss payee for the full replacement value of the System and additional insured for public liability and intention to return the System and 2)the Customer returns the System as provided below. Provided the
third party property insurance,upon request.If Customer fails to provide such evidence within 30 days after the Customer has given such timely notice,it shall return the System,freight and insurance prepaid,to Owner in
commencement of this Agreement,Owner has the option,but not the obligation to do as provided in either(A)or(B) good repair condition and working order,ordinary wear and tear excepted,in a manner and to a location
as follows,as determined in Owner's discretion:(A)Owner may secure property loss insurance on the System from a designated by Owner.The Customer must pay any additional rents due until the System is received in good
carrier of Owner's choosing in such forms and amounts as Owner deems reasonable to protect Owner's interests.If working condition by Owner or its agents.Customer is responsible for protecting and removing any confidential
Owner secures insurance on the System,Customer will not be named as an insured party,Customer's interests may data/images stored on the System prior to its return for any reason.Customer may not terminate this
not be fully protected,and Customer will reimburse Owner the premium which may be higher than the premium Agreement earlywithout Owner's consent.
Customer would pay if Customer obtained insurance,and which may result in a profit to Owner through an
investment in reinsurance.If Customer is current in all of its obligations under the Agreement at the time of loss,any
insurance proceeds received relating to insurance Owner obtains pursuant to this subsection(A)will be applied,at
Owner's option,to repair or replace the System,or to pay Owner the remaining payments due or to become due 17.Other Rights:The Customer agrees that Owner's delay,or failure to exercise any rights,does not prevent
under this Agreement,discounted at 2%per annum;or(B)Owner may charge Customer a monthly damage Owner from exercising them at a later time.If any part of this Agreement is found to be invalid,then it shall not
surcharge of up to.0035 of the System cost as a result of Owner's credit risk and administrative and other costs,as invalidate any of the other parts and the agreement shall be modified to the minimum extent as permitted by
would be further described on a letter from Owner to Customer.We may make a profit on this program.NOTHING IN law.The terms of this Agreement supersede any related Purchase order.
THIS PROVISION WILL RELIEVE CUSTOMER OF THE RESPONSIBILITY FOR LIABILITY INSURANCE ON THE
SYSTEM.Owner may file claims and endorse insurance checks on the Customer's behalf. 18.UCC-2A Provisions:Customer waives any and all rights and remedies granted to Customer under Sections
2A-508 through 2A-522 of the UCC and agrees that this Agreement,in the hands of Owner's assignee,is,or
shall be treated as,an agreement of the type defined in Section 103(1)(g)of Article 2A of the UCC.
9.Indemnity:After installation,Owner is not responsible for any losses or injuries caused by the use or possession of
the System.Customer agrees to hold Owner harmless and reimburse Owner for loss and to defend Owner against 19.Entire Agreement:This Agreement represents the entire Agreement between Owner and the Customer
any claim for losses or injury caused by the System.This indemnity obligation will continue after the termination of regarding the financing of the System.Neither Owner nor the Customer will be bound by any amendment,
this Agreement if the loss or injury occurred during the term of the Agreement.The Customer agrees to reimburse waiver,or other change unless agreed to in writing and signed by both parties.
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.IN NO EVENT SHALL OWNER BE
RESPONSIBLE FOR ANY CONSEQUENTIAL OR INDIRECT DAMAGES. 20.MISCELLANEOUS:Any change in any of the terms and conditions of this Agreement must be in writing and
signed by Owner.Customer agrees,however,that Owner is authorized,without notice to Customer,to supply
missing information or correct obvious errors in this Agreement.A fax or electronically transmitted version of
10.Maintenance and Care of Owner's System:The Customer agrees to install,use and maintain the System in Customer's signature on this Agreement when received by Owner shall be binding upon Customer as if
accordance with the dealer specifications and use only those supplies supplied or approved by UBEO,LLC which originally signed.The parties agree that this Agreement and any related documents may be authenticated by
meet manufacturer specifications.Customer agrees to maintain the System in good working condition,eligible for electronic means.Customer agrees not to raise as a defense to the enforcement of this Agreement or any
manufacturer's certification,normal wear and tear excepted.Maintenance provided by UBEO,LLC is non-cancellable related documents that Customer executed or authenticated by electronic means.However,this Agreement
for the term of the agreement for the listed System.Maintenance includes and is limited to;parts repair or shall be binding on Owner when signed by Owner.Both Customer and Owner agree that the version of this
replacement and associated labor,for service required as a result of normal wear and tear.Supplies(toner and Agreement with Owner's original signature shall constitute the original authoritative version.Within 30 days
developer in colors,black,cyan,magenta and yellow)and waste toner bottles are included at no additional charge. after Owner's request,Customer will deliver all requested information(including tax returns)which Owner
Toner usage is based on manufacturer's suggested yields.Excess usage can be billed when suggested yields are deems reasonably necessary to determine Customer's current financial condition and faithful performance of
exceeded.Throughput materials(paper stocks,staples,etc.)and toner and developer in colors clear,gold,silver, the terms hereof.
white and fluorescent pink are NOT included.Work associated with Customer's Information Technologies not listed
on this Agreement,including but not limited to Software,Computers,Data Files and Network is not covered by the
Owner,and is billable to Customer.Owner is not responsible for any damage to Customer's Information Technology
Systems.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.
2 of 2 1::::ov,5/1/2022
DocuSign Envelope ID:5A4DBB08-E83D-4682-A2E9-18B6DD5517F0
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. 1932441 (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 1/30 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. Loss or Damage: The Customer is responsible for any damage to or loss of the System and any
losses or injury caused by the System."
CorpusChdsti,Cityof.1932441.00279170.P03.ad.doc PAGE 1 OF 3
DocuSign Envelope ID:5A4DBB08-E83D-4682-A2E9-18B6DD5517F0
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
CorpusChdsti,Cityof.1932441.00279170.P03.ad.doc PAGE 2 OF 3
DocuSign Envelope ID:5A4DBB08-E83D-4682-A2E9-18B6DD5517F0
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
By: 5DocuSigned by: Owner . ..g� u t0 e
6�t iA bayt vt By: X q-1CJ�J
A26CC59s7FA84F�
3o... Signature � - bignature
John Barbieri Coo Josh chronley AD of Finance & ProcuremE
Print Name&Title Print Name&Title
Date Accepted: 11/29/2023 Date: 12/4/2023
Res.033224 Authorized By
@Ceftl:+�TO LEGAL FORM
Council -
11/28/2023 �"jlA�t, t RVajht�12/4/2023
ssi rYt i y' rney Date
DS
ATTEST:
DocuSigned by:
Rebecca Huerta
City Secretary
CorpusChdsti,Cityof.1932441.00279170.P03.ad.doe PAGE 3 OF 3
DocuSign Envelope ID:5A4DBB08-E83D-4682-A2E9-18B6DD5517F0
NON-APPROPRIATION ADDENDUM
This is an addendum ("Addendum") to and part of that certain agreement between UBEO, LLC ("we", "us",
"our") and CORPUS CHRISTI, CITY OF ("Governmental Entity", "you", "your"), which agreement is identified in
our records as agreement number 1932441 ("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. 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.
GOVERNMENTALAUTHORIZED
As Stated Above
X Josh chronley AD of Fina_RW&Waocureme
DocuSi ned b : PRINT NAME&TITLE DATE
OUR SIGNATURE
U BEO of South Texas
NATURE PRINT NAME&TITLE DATE
FDjocuSignneddbby:
VE P � tT � /2023
ssi - #' ney Date
001886.1.3.4-VP07NAMC 0622