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Home My WebLink AboutC2023-271 - 12/12/2023 - Approved DocuSign Envelope ID:2E9F44FB-6ED5-4876-8F1 E-78A31 C801973 U10 0 B U S I N E S S "'T MANAGE RENTAL AGREEMENT S E R V I C E S owner: UIIItIII:W1, III III Bill To Full Customer Legal Name CNU't Person Installation Ste Ked Operator Corpus Christi, City Of Minerva Alvarado Minerva Alvarado &L-Addr,ss e ane 1201 Leopard St BO;JS,it./PNNi,g Telephoned Telephone d (361)826-3169 (361)826-3169 Qyi Sate zip cede F—iimlle d F—simile d Corpus Christi TX 78401- nsA1IN on Address(if different from above) -mail mail multiple locations minervaa@cctexas.com minervaa@cctexas.com s e® e Quantity Make Item Description(or Accessories) 1 8 Ricoh 418494 Ricoh P502 2 14 Ricoh 418458 Ricoh IM 550F 3 1 Ricoh 418574 Ricoh IM C400SRF 4 55 Ricoh 419320 Ricoh IM C4510 5 10 Ricoh 419331 Ricoh IM C6010 6 27 Ricoh 418826 Ricoh IM 4000 7 2 Ricoh 418830 Ricoh IM 6000 8 7 Ricoh 418562 Ricoh IM C40OF $18,709.92 loll II Iu)�).'�I '¢Io!If ' 60 Monthly d ,° Quarterly 407,218 $0.00650 0 $0.04250 - aa - aa 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 1935588 THIS AGREEMENT CANNOT BE TERMINATED EARLY. Efrain Franco Additional Terms and Conditions on Second Page. Other Agreed Upon Addendurl include: A ❑Merlin ❑Fax❑le-mail-1111= Minerva Alvarado iliMminewaa@cctexas.com During the term ofthis 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/orthe 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. 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 74 6000 5740- UBEO, L„„LC By(Please Print): Josh Chronley By: John 'bd_q&idby: Docu3{g"n}e{dtby, Signature: f 1 Signature: �8t Title: AD Proeuremen ate: 1211312023 Tide: COO A26CC5987FAB431) Date: 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 nowirrevocable and unconditional. By(Please Print): Title: Signature: Date: BIICD�7gtTlsiY . PP OVEDTO�w LEG FORM 1 of 2 Rev:5/1/2022 fuAot� Ca , 12/12/2023 Assls t ey Date DocuSign Envelope ID:2E9F44FB-6ED5-4878-8F1 E-78A31 C801973 UMANAGE RENTAL AGREEMENT TERMS and CONDITIONS 1.Ownership and Use of System:Owneris the sole owner and title holdertothe"System".The"System"shall mean Owner is not responsible for any damage to Customer's Information Technology Systems. Customer is all hardware(and,except as limited by section 10 below,software)included on the UMANAGE Rental Agreement. responsible for all Software Agreements and Owner is not a party to any such licensing but will include such Customer agrees to keep the System and associated products free and clear of all liens and claims.Customer agrees software as part of the Agreement.Owner does not own any software and cannot transfer any interest in it to thatthe System and associated products will be used solelyfor business purposes and not for consumer purposes or Customer.In Accordance with this agreement,within 10 days ofthe expiration or earlier termination,for whatever personal use and that the Customer's location is a business address. reason,of the Agreement,Customer will deliver the System to Owner in good condition and repair,except for normal wear and tear.UBEO, LLC agrees not to disclose any customer information to manufacturers or competitors that is not required by law. 2.Payment:Monthly payments will begin on the Commencem ent date.The Customer agrees to pay Owner the base payment which includes the minimum base image allowance when due.The Customer also agrees to pay charge 11.Location of System:The Customer will keep the System at the location specified in this Agreement.The for each image in excess ofthe image allowance.The base payment and the charge for overages are as indicated on Customer must obtain Owner's written permission to move the System.The Customer will allow Owner or its the first page ofthis Agreement.If any payment is more than ten days late,the Customer agrees to pay a fee of up to agents to inspect the System at any reasonable time wherever it is located. 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. At the end ofthe first year ofthis Agreement,and once each successive twelve month period thereafter,Owner may 12.Assignment:THE CUSTOMER HAS NO RIGHT TO SELL,TRANSFER,ENCUMBER,SUBLET OR ASSIGN increase the base payment and the Excess Per Image charges by an amount not to exceed 6%of the then current THE SYSTEM OR THIS AGREEMENT.Owner may sell,transfer or assign this Agreement without notice and if payment and charges.The Customer's obligation to paythe base payments and its other obligations hereunder is Owner does,the assignee will have the same rights and benefits Owner has and will not have to perform any of absolute and unconditional and is not subjectto cancellation,reduction,setoffor counterclaim.THIS AGREEMENT IS "Owner's'obligations.UBEO,LLC will retain those obligations and Customer agrees that the rights of the NON-CANCELABLE. assignee will not be subjectto any claims,defenses or setoffs the customer may have against the Owner. 3.Excess Images:Customerwill submit true and accurate System meter readings to Owner for the System bythe end ofthe second workdayofeach billing period in anyreasonable mannerrequested by Owner,including an automated 13.Warranty Disclaimer:OWNER MAKES NO WARRANTY EXPRESS OR IMPLIED,INCLUDING THAT THE collection system.If Customer fails to submit meter readings,Ownermay estimate meters and generate invoicing SYSTEM IS FIT FOR A PARTICULAR PURPOSE OR THATTHE SYSTEM IS MERCHANTABLE.OWNER based upon the estimated meter readings. TRANSFERS TO CUSTOMER ANY WRITTEN WARRANTIES MADE BYTHE VARIOUS MANUFACTURERS REPRESENTED IN THIS AGREEMENT.CUSTOMER AGREES CUSTOMER HAS SELECTED THE SUPPLIER 4.Term and Transition Billing:This Agreement is binding upon Customeron the date Customersigns the Agreement. AND EACH ITEM OF SYSTEM AND ASSOCIATED PRODUCTS BASED UPON ITS OWN JUDGMENTAND The Agreement is effective on the date Customer signsthe Delivery and Acceptance("Effective Date").The term of DISCLAIM ANYRELIANCE UPON ANYORAL STATEMENTS OR REPRESENTATIONS MADE BYOWNERS. the Agreement begins on date designated byus afterreceipt ofall required documentation and acceptance byus CUSTOMER WILL CONTINUE TO MAKE ALL PAYMENTS UNDER THIS AGREEMENT REGARDLESS OF ("Commencement Date")and continuesforthe number ofmonths designated as"Term"on the first page ofthis ANYCLAIM OR COMPLAINT AGAINST ANY SUPPLIER,LICENSOR OR MANUFACTURER,AND FAILURE Agreement.Customer agreesto payan interim base payment in the amount of 1/30 ofthe monthlybase payment,for OF A SERVICE PROVIDER TO PROVIDE SERVICES WILL NOT EXCUSE CUSTOMER'S OBLIGATIONS TO each dayfrom and including the Effective Date until the day preceding the Commencement Date. OWNER UNDER THIS AGREEMENT. 5.Upgrade and Downgrade Provision:Owner may reviewyour image volume and,in its discretion,propose options for 14.Default and Remedies:The Customer will be in default if any of the following occurs:(i)Customer does not upgrading or downgrading to accommodate your needs. pay any amount under this Agreement or other sum due to Owner or any other entity,(ii)Customer breaches any other term ofthis Agreement or any other agreement with Owner or any material agreement with any other entity, (iii)Customer or any guarantor dies,dissolves or terminates existence;(iv)Customer makes or has made false 6.Taxes and Fees:This is a net agreement.In addition to rent,the Customer agreesto pay all taxes,fees,and fling statement or misrepresentation to Owner;(v)there has been a material adverse change in Customer or any costs related to the use ofthe System,even billed afterthe end ofthe Agreement.Ownerwill file property tax returns guarantor's financial,business or operating condition;(vi)anyguarantor defaults under any guaranty for this and bill the Customer as soon as an invoice from the local jurisdiction is received.Owner has the option to estimate Agreement;(vii)Customer or any guarantor becomes insolvent or unable to pay its debts when due;Customer anytaxes due for the year and bill the Customer periodically in advance on the basis of that estimate.The Customer stops doing business as going concern;Customer merges,consolidates,ortransfers all or substantially all of its agreesthat if Ownerpays anytaxes orcharges on the Customer's behalf,Customerwill reimburse Ownerforall such assets;or(viii)Customermakes an assignment for the benefit ofits creditors or voluntarilyfile or have filed payments and will pay Owner a fee for collecting and administering anytaxes,assessments or fees and remitting them against it an action under any bankruptcy proceedings.If the Customer defaults,Owner can take the following tothe appropriate authorities.The Customerwill indemnify Owner on an after-taxbasis againstthe loss ofanytax remedies:a)terminate this Agreement;b)require Customerto pay 1)all past due amounts hereunder and 2)all benefits anticipated at the Commencement Date arising out ofthe Customer's acts or omissions.Owner may charge remaining payments for the unexpired term,discounted to present value at a 2%discount rate;c)require Customera reasonable fee to cover documentation and investigation costs.Anyamount charged underthis Customerto return the System to Owner atthe Customer's expense;ord)exercise anyother remedyavailable at agreement may include a profit. law or equity.The Customer promises to pay Owner's reasonable attorney fees and any cost associated with enforcement of this Agreement.Customer also agreesto pay interest on all past due amounts,from the due date,at 1.5%per month.This action will not void the Customer's responsibility to maintain and care for the System,nor will Owner be liable for any action taken on anythird party's behalf. 7.UCC Filing:The Customer authorizes Owner or its assignee to sign any documents in connection with the Uniform Commercial Code("UCC")on the Customer's behalf.The Customer authorizes Owner to insertthe serial number(s) ofthe System in this Agreement(including any schedules)and in anyfilings.In orderto protect our rights in the System,Customer grants the Owner a security interest in the System if this Agreement is deemed a secured transaction and Customer authorizes Ownerto record a UCC-1 financing statement or similar instrument,and appoint 15.Business Agreement and Choice of Law:THE CUSTOMER AGREES THATTHIS AGREEMENT WILL BE Owner as its attorney-in-fact to execute and deliversuch instrument,in orderto show Owner's interest in the System. 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.OWNER 8.Collateral Protection,Liabilityand Insurance:The Customer is responsible for any damage to or loss ofthe System (AND ITS ASSIGNEE)AND CUSTOMER WAIVE THE RIGHT TOA TRIAL BY JURY IN THE EVENT OF A LAWSUIT AND WAIVE ANY RIGHT TO TRANSFER VENUE. and any losses or injurycaused bythe System.The Customer promises to keep the System fully insured against loss until the Agreement is paid in full and maintain insurance that protects Ownerfrom liabilityfor any damage or injury caused bythe System or its use.The Customer promises to provide Ownerwith evidence ofthe insurance,showing 16.Renewal and Return of System:After the Minimum Term,as defined bythe Agreement and anywritten Owner as the loss payee for the full replacement value ofthe System and additional insured for public liabilityand third extension thereof,this Agreement will automatically renew on a twelve(12)month basis unless 1)the Customer party property insurance,upon request.If Customer fails to provide such evidence within 30 days afterthe notifies Owner in writing not less than 90 days prior to the expiration ofthe Minimum Term or extension of its commencement ofthis Agreement,Owner has the option,but not the obligation to do as provided in either(A)or(B) intention to return the System and 2)the Customer returns the System as provided below. Provided the as follows,as determined in Owner's discretion:(A)Owner may secure propertyloss insurance on the System from a Customer has given such timely notice,it shall return the System,freight and insurance prepaid,to Owner in carrier of Owner's choosing in such forms and amounts as Owner deems reasonable to protect Owner's interests.If good repair condition and working order,ordinarywear and tear excepted,in a manner and to a location Owner secures insurance on the System,Customer will not be named as an insured party,Customer's interests may designated by Owner.The Customer must pay any additional rents due until the System is received in good not be fully protected,and Customerwill reimburse Ownerthe premium which maybe higherthan the premium working condition by Owner or its agents.Customer is responsible for protecting and removing anyconfidential Customerwould payif Customer obtained insurance,and which mayresult in a profitto Ownerthrough an investment data/images stored on the System priorto its return for anyreason.Customer may not terminate this Agreement in reinsurance.If Customer is current in all of its obligations under the Agreement at the time of loss,any insurance early without Owner's consent. 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 Ownerthe remaining payments due orto become due underthis 17.Other Rights:The Customer agrees that Owner's delay,or failure to exercise any rights,does not prevent Agreement,discounted at 2%per annum;or(B)Owner may charge Customer a monthly damage surcharge of up to .0035 ofthe System cost as a result of Owner's credit risk and administrative and other costs,as would be further Ow exercising them at a later time.If any part ofthis Agreement is found to be invalid,then it shall not described on a letterfrom Ownerto Customer.We may make a profit on this program.NOTHING IN THIS invaliudaterate m any of the other parts and the agreement shall be modified to the minimum extent as permitted bylaw. The terms ofthis Agreement supersede any related Purchase order. PROVISION WILL RELIEVE CUSTOMER OF THE RESPONSIBILITY FOR LIABILITY INSURANCE ON THE SYSTEM.Owner mayfile claims and endorse insurance checks on the Customers behalf. 18.UCC-2A Provisions:Customer waives any and all rights and remedies granted to Customer under Sections 2A-508 through 2A-522 ofthe UCC and agrees that this Agreement,in the hands of Owner's assignee,is,or shall be treated as,an agreement ofthe type defined in Section 103(1)(g)ofArticle 2A ofthe UCC. 9.Indemnity:After installation,Owner is not responsible for any losses or injuries caused bythe use or possession of the System.Customer agrees to hold Owner harmless and reimburse Owner for loss and to defend Owner against anyclaim for losses or injurycaused bythe System.This indemnity obligation will continue afterthe termination ofthis 19Entire Agreement:This Agreement represents the entire Agreement between Owner and the Customer Agreement ifthe loss or injury occurred during the term ofthe Agreement.The Customer agreesto reimburse Owner either Owner nor the Customer will be bound by any amendment, N for and defend Owner against any claims,for losses or injuries caused bythe System,unless such losses or injuries regarding the financing of the System.waiver,or other change unless agreed to N writing and signed by both parties. are caused bythe 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 ofthis Agreement must be in writing and 10.Maintenance and Care of Owner's System:The Customer agrees to install,use and maintain the System in signed by Owner.Customer agrees,however,that Owner is authorized,without notice to Customer,to supply accordance with the dealer specifications and use onlythose supplies supplied or approved by UBEO,LLC which missing information or correct obvious errors in this Agreement.A fax or electronically transmitted version of meet manufacturer specifications.Customer agrees to maintain the System in good working condition,eligible for Customer's signature on this Agreement when received by Owner shall be binding upon Customer as if originally manufacturer's certification,normal wear and tear excepted.Maintenance provided byUBEO,LLC is non-cancellable signed.The parties agree that this Agreement and anyrelated documents maybe authenticated by electronic forthe term ofthe agreement forthe listed System.Maintenance includes and is limited to;parts repair or replacement means.Customer agrees not to raise as a defense to the enforcement ofthis Agreement or any related and associated labor,for service required as a result of normal wear and tear.Supplies(toner and developer in colors, documents that Customer executed or authenticated by electronic means.However,this Agreement shall be black,cyan,magenta and yellow)and waste toner bottles are included at no additional charge.Toner usage is based binding on Owner when signed by Owner.Both Customer and Owner agree that the version of this Agreement on manufacturer's suggested yields.Excess usage can be billed when suggested yields are exceeded.Throughput with Owner's original signature shall constitute the original authoritative version.Within 30 days after Owner's materials(paper stocks,staples,etc.)and toner and developer in colors clear,gold,silver,white and fluorescent pink request,Customerwill deliver all requested information(including tax returns)which Owner deems reasonably are NOT included.Work associated with Customer's Information Technologies not listed on this Agreement,including necessaryto determine Customer's current financial condition and faithful performance ofthe terms hereof. but not limited to Software,Computers,Data Files and Network is not covered bythe Owner,and is billable to Customer. 2 Of 2 DocuSign Envelope ID:2E9F44FB-6ED5-4878-8F1 E-78A31 C801973 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. 1935588 (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." CorpusCMsti,Cityof.1932441.00279170.P03.ad.doc PAGE 1 OF 3 DocuSign Envelope ID:2E9F44FB-6ED5-4878-8F1 E-78A31 C801973 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:2E9F44FB-6ED5-4878-8F1 E-78A31 C801973 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: 5usrgrred Owner " Customer 6b,, fw+tw- By: X ( ignature Signature John Barbieri Coo Josh Chronley AD of Finance & Procuren Print Name&Title Print Name&Title Date Accepted: 12/11/2023 Date: 12/13/2023 7�§/��PPE�P�rO LEGAL FORM 4A04 hajh� 12/12/2023 M2023-181 Assi `t` ney Date Authorized By f Council 12/12/2023 Lr;/-Sb ATTEST: � Docu�S{grted tly ml- Rebecca 94Y... Huerta City Secretary CorpusChdsti,Cityof.1932441.00279170.P03.ad.doc PAGE 3 OF 3 DocuSign Envelope ID:2E9F44Fl3-6ED5-4876-8F1 E-78A31 C801973 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 1935588 ("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 Chronl ey AD of Fi nand/&31 4)) Ilrement F7osas A�FURE PRINT NAME&TITLE DATE OUR SIGNATURE U BEO of South Texas r, coo SIGNATURE PRINT NAME&TITLE DATE A28CC5987FAB43D... LDocuSigned by: APPROVED AS TO LE AL FORM 6AA , (hut 12/2023 NfyWtbrney Date 001886.1.3.4-VP07NAMC 0622