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HomeMy WebLinkAboutResolution - 2023-R0076 - Contract 16762 with Visual Edge ITResolution No. 2023-R0076 Item No. 5.27 February 14, 2023 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Contract No. 16762, for A1taLink C8155 Printers and Consumable Supplies, by and between the City of Lubbock and Visual Edge IT d/b/a Benchmark Business Solutions of Lubbock, Texas, and all related documents. Said Contract is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on February 14, 2023 TRA YNE YOR ATTEST: Reb ca Garza, City Se et APPROVED AS TO CONTENT: lj l Brooke Witcher, Assistant City Manager APPROVED AS TO FORM: /( /' � —'Al ('C' — - - R an B oke, SenidriAssistant City Attorney RES.Contract No. 16762, Visual Edge IT 2.3.23 Resolution No. 2023-R0076 TECHNOLOGY AGREEMENT VISUAL EDGEIT SECURE TECHNOLOGY SOLUTIONS AGREEMENT NO.:183200116762 CUSTOMER• OR • FULL LEGAL NAME: Lubbock, City of FEDERAL TAX ID # ADDRFSS- 1314 Avenue K Lubbock. TX 79401 EQUIPMENT❑ SEE ATTACHED SCHEDULE NOT BEGINNING METER MONTHLY IMAGE EXCESS PER IMAGE FINANCED READING ALLOWANCE CHARGE PLUS TAX TYPE, MAKE, MODEL NUMBER, SERIAL NUMBER, UNDER THIS AND INCLUDED ACCESSORIES AGREEMENT B&W COLOR B&W COLOR B&W COLOR 8 Xerox Altal-ink C81551-12 ❑ 200000 150000 .0061 .0422 ourcewell ID #25001 #030321-XOX ❑ TOTAL CONSOLIDATED MONTHLY IMAGE ALLOWANCE AND EXCESS PER IMAGE CHARGES IF CONSOLIDATED EQUIPMENT LOCATION: AS Stated Above METER FREQUENCY: Monthly TERM IN MONTHS: 48 MONTHLY BASE PAYMENT AMOUNT': $ 33,005.23 (-PLUS TAX) SECURITY DEPOSIT: ANALYST SUPPORT SERVICES OPTION (By selecting "YES" you agree that an Annual Analyst Support Services Payment of $299 will be added to the Agreements invoice once per year) Do you wish to enroll in the Analyst Support Services Program? O Yes THIS AGREEMENT IS NON -CANCELABLE AND IRREVOCABLE IT CANNOT BE TERMINATED. PLEASE READ CAREFULLY BEFORE SIGNING. YOU AGREE THAT THIS AGREEMENT AND ANY CLAIM RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE IN WHICH OUR (OR, IF WE ASSIGN THIS AGREEMENT, OUR ASSIGNEE'S) PRINCIPAL PLACE OF BUSINESS IS LOCATED AND ANY DISPUTE CONCERNING THIS AGREEMENT WILL BE ADJUDICATED IN A FEDERAL OR STATE COURT IN SUCH STATE YOU HEREBY CONSENT TO PERSONAL JURISDICTION AND VENUE IN SUCH COURTS AND WAIVE TRANSFER OF VENUE EACH PARTY WANES ANY RIGHT TO A JURY TRd1L. BY SIGNING THIS PAGE, YOU REPRESENT TO US THAT YOU HAVE RECEIVED AND READ THE ADDITIONAL TERMS AND CONDITIONS APPEARING ON THE SECOND PAGE OF THIS TWO - PAGE AGREEMENT. THIS AGREEMENT IS BINDING UPON OUR ACCEPTANCE HEREOF. As Stated Above Tray Payne Mayor FebnM 14 2023 CUSTOMER SNNATURE PRINT NAME & TITLE DATE • • Visual Edge IT �S`0� -Je5- 1. AGREEMENT. You want us to now p vikle you the equipment andlw softwarereferenced herein, together with erg mplacemerds, parts, repaba, addition and acoasslens i oorporated therein or attached thereto, excluding equipment marked as not financed under this Agreement ('Equipment) and you unconditionally agree to pay us the amounts payable under the terms of this agreement ('Agreement) each period by the due date. This Agreement is binding upon our acceptance hereof and wtil begin on the date the Equipment is delivered to you or any later date we designate. If we designate a later commencement date, you agree to pay us an additional amount equal to the periodic payments due under this Agreement prorated for the period between the date the Equipment is delivered to you and the commencement date. We may charge you a one-time origination fee of $150.00.1 any amount payable to us is not paid within 5 days of its due date, you will pay a late charge equal to:1) the greater of ten (10) cents for each dollar overdue or twenty-sbk dollars ($26.00); or 2) the highest lawful charge, If less. Any security deposit will be returned upon fug performance. We may charge you a fee of up to $50.00 for fifing, searching andlor tilling costs required under the Uniform Commercial Code (UCC) or other laam ti for any reason your check is rebrmed for nonpayment, you wal pay us a bad check doge of $30 or, If less, the maximum charge allowed by law. You understand and agree that a potion of the Base Payment Amount is attributable to your rental of the Equipment ('Equipment Payment) and the remainder of the Base Payment Amount is attributable to the amount you owe us fa services and supplies (the'Service Paymenr). 2. NET AGREEMENT. THIS AG FR F�IT IS NON -CANCELABLE FOR THE FJTW AGREEMENT TERN. YOU AGREE THAT YOU ARE UNCONDITIONALLY OBLIGATED TO PAY ALL AMOUNTS DUE UNDER THIS AGREEMENT FOR THE ENTIRE TERM. YOU ARE NOT ENTITLED TO REDUCE OR SET-OFF AGAINST AMOUNTS DUE UNDER THIS AGREEMENT FOR ANY REASON. 3. IMAGE CHARGES AND OVERAGES. You are entitled to make the total number of images shown under Image Allowance (or Total Consolidated Image A lowance, if applicable) each period during the term of this Agreement If you make more than the snowed Images In any period, you will pay us an additional amamt equal iD the number of the the exam image s made during such period multiplied by the applicable Excess Per Image Charge. Regardless ofthe number of images made In any period, you will never pay less than the Base Payment Amount You agree io provide us with the actual meter readings an any business day as designated by us, provided that we may estimate the number of Images used N such meter readings are not received within Ewe days after being requested. You agree that the Base Payment Amount and the Excess Per image Charges may be proportionately traeased at any tine If our estimated average page coverage is exceeded. After the and of the first year of this Agreement and not more than once each successive tweWaoth period thereafter, the Base Payment Amount and the Excess Per Image Charges (and, at our election, the Base Payment Amount and Excess Per Image Charges under any subsequent agreements between you and us that incorporate the temps hereol) may be increased by a maximum of 15% of the then existing payment or charge. Images made on equipment marked as not financed under this Agreement will be Included In determining your image and overage charges. 4. EQUIPMENT USE You wB keep Ie Equipment for good woddrg order, bee and dear of an Ilar s and claims, use ft for business gepoes ady and not modify or prove I tan its kd6al bcatbn wited our consent You agree that you vll not tale ire Equipmad out ot swAm and have a M party pay (or provide leads to pay) the amomb due herermder. You will comply with A laws, ordinances, reguldonns, regkdremenfs and odes mieft to tie use and operation of fie Equipment We will have IN Watanyueasornahlefire,tDkq)edteEqutpmerdaWanydoanhentsmkiMtDisuse...ek.t o errrepel. & SOFTWAREIDATII Except as provided in this paragraph, references to 'Equipment! include any software referenced above or installed on the Equ ipment We do not own the software and cannot transfer any interest in it to you. We are not responsible for the software orthe obligations of you or the licensor under any lip agreement You are solely responsible for protecting and removing any confidential dataMhages stored on the Equipment prior to its return for any reason. S. POSTAGE DEVICES. Postage measurement devices referenced herein which are subject to a rental agreement between you and an authorized manufacti mr ('Postage Manufacturee), are not part of the Equipment and your use and the ownership of such devices win be governed exclusively by your rental agreement with the Postage Manufacturer. You wi n creed to reference your rental agreement with the Postage Manufacturer for the temp of, and your rights and obligations under, the rental agreement. For your convenience, payments under this Agreement may include the rental amounts you owe the Postage Manufacturer underthe rental agreement VET-ZUP03A(RL)_0822 09/13/22 PAGE 1 OF 2 (5) Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government Code, may apply to this contract and the contractor or vendor agrees that the contract can be terminated if the contractor or vendor knowingly or intentionally fails to comply with a requirement of that subchapter. (6) To the extent Subchapter J, Chapter 552, Government Code applies to this agreement, Contractor agrees to: (1) preserve all contracting information related to the contract as provided by the records retention requirements applicable to the governmental body for the duration of the contract; (2) promptly provide to the governmental body any contracting information related to the contract that is in the custody or possession of the entity on request of the governmental body; and (3) on completion of the contract, either: (A) provide at no cost to the governmental body all contracting information related to the contract that is in the custody or possession of the entity; or (B) preserve the contracting information related to the contract as provided by the records retention requirements applicable to the governmental body. (7) Subject to Paragraph 14 of the Agreement, this Agreement is subject to all present and future valid laws, orders, rules and ordinances and/or regulations of the United States of America, the State of Texas, the Parties, and any other regulatory body having jurisdiction. This Agreement shall be construed and governed according to the laws of the State of Texas. The sole venue for any action, controversy, dispute or claim arising under this Agreement shall be in a court of appropriate jurisdiction in Lubbock County, Texas exclusively. Notwithstanding anything to the contrary, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. (8) The parties expressly acknowledge that the City's authority to indemnify and/or hold harmless any third party is governed by Article XI, Section 7 of the Texas Constitution and any provision which purports to require indemnification by the City is invalid. (9) In the event of any conflict between either the terms or provisions of this Addendum and the Agreement, this Addendum will control. CITY Mayor ATTEST: Rebect Garza, City Secreta APPROVED TO CONTENT: Brooke Witcher, Assistant City Manager APPROVED TO FORM: Ryan Bm6ke, Istant Ci Attorney Visual Edg I Sean reward, Vresident - West Region 7. LIMITATION OF WARRANRES. EXCtTTTO THE EXTENT THAT WE HAVE PROVIDED YOU A WARRANTY N WRUNG, WE MAKE NO WARRANTIES, OR IMPLED, INCLUDING WARRANTIES OF MIERRCWURABILiTY OR MMESS FOR A PARTICULAR PURPOSE. YOU CHM ANYIALL TMRTYPARiY SERVICE PRONOERS BASED ON YOUR JUDd1ENr. YOU MAY CONTACT US OR THE MANUFACNRER FOR A STATEMENT OF THE WARRANTES, FANY, THAT THE MANUFACTURER BPROVIDNGWEASSIGNTOYOUANYWARRANTIESGIVEfTOUS. S. ASSIGNMENT. You may not sell, assign, or sublease the Equipment or this Agreement without our written consent. We may sell or assign this Agreement and our rights in the Equipment, in whole or in part to a third party without notice to you. You agree that if we do so, our assignee will have our assigned rights under this Agreement but none of our obligations (including, but not Ibnited to, any obligations to provide malidenance, service or supplies) and will not be subject to arty clalm, defense, or setoff that may be assertable against us or anyone else. 9. LOSS OR DAMAGE. You are responsible for any damage to or loss of the Equipment No such loss or damage will relieve you from your payment obligations hereabec Any insurance proceeds received relating to insurance you obtain will be applied, at our option, to repair or replace the Equipment or to pay us the remaining payments due or to become due under this Agreement plus our booked resiclual, boat discounted at 2% per annum. Except far dabs, losses, or damages caused by our gross negligence or wbtiul misconduct you agree to indemnify us and our assignee, If applesble. ag*d arty dabs, kssM or damages, indudhg admM fees, in arty way relating lo the Equipment ordam stored on III. In no event will we be Gable for any consequential or kdrec damages. 10. INSURANCE. You agree to maintain commercial general liability insurance acceptable to us and to Include its as an additional insured on the policy. You also agree to: 1) keep the Equipment fully insured against loss at its replacement cost with us named as lenders loss payee; and 2) provkle proof of insurance satisfactory to us no Liter than 30 days fdkwving the commencement of this Agreement and thereafter upon our written request If you fag to maintain property loss insurance satisfactory to us and/or you fail to timely provide proof of such ktswanos, we have the option, but not the obligation, to do so as provided in either (A) or (B) as follows, as detemNned in our discretion: (A) We may secure property loss insurance on the Equipment from a carder of our choosing in such forms and amounts as we deem reasonable to protect our Interests. If we secure insurance on the Equipment we will not name you as an insured party, your Interests may not be fully protected, and you will reimburse us the premium which may be higher than the premium you would pay t you obtained Insurance, and which may result in a profit to us through an investment In reinsurance. If you are current in all of your obligations under the Agreement at the time of loss, any Insurance proceeds received relating to insurance we obtain pursuant to this subsection (A) will be appied, at our option, to repair or replace the Equipment or to pay us the remaining payments due or to become due under this Agreement plus our booked residual, both discounted at 2% per annum. (B) We may charge you a monthly property damage surcharge of up to .0035 of the Equipment cost as a result of our credit Ask administrative costs or other costs, as would be further described on a letter from us to you. We may make a profit on this program. NOTHING IN THIS SECTION WILL RELIEVE YOU OF YOUR RESPONSIBILITY FOR LIABILITY INSURANCE ON THE EQUIPMENT. You autorae us to sign on you behalf and appoint us as your attomeyarNad to endorse in your name any Insurance draft or checks issued due to loss or damage to the Equipment. It. TAXES. We own the Equipment You will pay when due, either directly or by reimbursing us, all taxes and fees renting to the Equipment and this Agreement including estimated final -year personal properly tax If we pay any taxes or other expenses that you we hereunder, you agree to reimburse us when we request and to pay us a processing fee for each expense or dirge we pay on your behalf. Sams or use tax due upfront wit be payable over the term with a finance charge. I this Agreement is deemed to be a seared transaction, you hereby grant us a security interest in the Equipment to secure all amounts you owe us under any agreement with us, to be released at the end of the term provided you have performed all of your obligations under this Agreement 12. END OF TERM. At the and of the term of this Agreement (or any renewal term) (the'End Dated, this Agreement will renew for an additional twelve-mnonth period under the same temps unless a) we receive written notice from you, at least 60 but no more than 120 days prior to the End Date, of your intent to rebuts the Equipment, and b) you timely return the Equipment to the location designated by us, at your expense. If the returned Equipment Is not Immediately available for use by another without need of repair, you will reimburse us for all repair costs. You cannot pay oft this Agreement or return the Equipment prior to the End Dam without our consent t we consent we may charge you, in addition to other amounts owed, an early termination fee equal to 5% of the price of the Equipment 11 DEFAULTIREMEDIES. You will be In default it (a) you do not pay any paymerntor other sun duns to us or any other person when due or if you fall to perform in accordance with to covenants, terms and conditions of this Agreement or arty other agreement with us or any of our affiliates or any material agreement with any other entity, (b) you make or have made any Was statement or misrepresenm0on to us, (c) you or arty guarantor des, dissohres or terminates existence, (d) Sere has been a material adverse change in you or any guarantors financial, business or operating condNon, or (a) any guarantor defaft under any guaranty for this Agreement If you are ever in def A at our option, we can temntnam this Agreement and we may require that you return the Equipment to us at you expense and pay us:1) all past due amounts and 2) all remaining payments for the unexpired mint, plus our booked residual, both discounted at 2% per anmrm; and we may disable a repossess the Equipment require you lo stop using arty software and use al other legal remedies available to us. You agree lo pay all costs and expenses (nduudkg reasonable attorney fees and repossession costs) we bar in any dispute with you related lo this Agreement You agree to pay us 1.5% Interest per month on all past due amounts. Any delay or failure to enforce our rights under this Agreement wl not prevent us from enforcing any dots at a later be. It Interest is derged or collected in excess of the manure lawfrd ram, we will rabid such excess to you, which will be your tom remedy. 14. UCC. If we assign rights in this Agreement for financing purposes, you agree that this Agreement, in the hands of our assignee, is, or shall be treated as, a 'Finance Lease as that tern is defined In Article 2A of the Uniform Commercial Code ('UCC'). You agree lo forgo the rights and remedies provided under sections 507-522 of Article 2A of the UCC. 15. LIMITATION ON CHARGES. This section controls over every other part of this Agreement and over all dommients now or later pertaining to the Agreement. We both Intend to campy with all applicable paws. In no event wit we dtarge or collect any amounts In excess of those allowed by applicable law. Any part of this Agreement that could, but for this section, be read under any circumstance to allow for a charge higher than chat allowable under applicable legal limit Is limited and modified by this section to limit the amounts chargeable under the Agreement to the maximum amount allowed under the legal Whit If in any circumstance, any amount in excess of that allowed by law is charged or received, any such darge will be deemed Imited by the amount legally allowed and any amount received by us in excess of that legally aiowW will be applied by us to tie payment of amounts legally owed under the Agreement, or refunded to you. 16. MISCELLANEOUS. This Agreement is the entire agreement between you and us relating to our providing and your use of the Equipment and supersedes any prior representations or agneemar s, including any purchase orders. Any fees ant amounts payable under this Agreement including any estimated tax payments, may include a profit to us. The parties agree that this Agreement and any related documents hereto may be authenticated by electronic means. The parties agree that the original hereof for enforcement and perfection purposes, and the sole 'record' constituting 'chattel paper' under the UCC, Is the paper copy hereof bearing (q the original or a copy of either your manual signahu re or an electronically applied indication of your Intent to enter into this Agreement and M our original manual signature. You agree not to raise as a defense to the enforcement of this Agreement or any related documents that you executed or authenticated such documents by electronic or dighW means or that you used facsimile or other electronic means to transmlt your signature on such documents. Notwithstanding anything to the contrary herein, we reserve the rightlo require you to sign this Agreement or any remind documents hereto manually. to courtfirds arty provision of thisAgreememt uwrdaceable, the remaining terns of this Agreement shag remain in eiLid. You aut odw us to either Insert or coned the Agreement number, serial numbers, model numbers, beginning dam, and signature data. AI other modifications to the Agreement must be In writing signed by each parry. Within 30 days alter our request you will delver all requested Information (bdudi g lox returns) which we deem reasonably necessary to deterrnine your anent financial condition and faithfiA performance of the terms hereof. To help the government fight the fading of tertodsm and money muudembg activities. U.S. Federal paw regulrea finardal instim9ons to obtain, verify and record Information that IdenUOes each person (ndividuab or busbessas) who opens an account What this means for you: when you open an account or add any additional service, we will ask for you name, address, federal employer identification number and other information that will slow its to Wm* you. We may also ask to see other iden6ykg documents. THE TERMS AND CONDITIONS BELOW APPLY TO THE SERVICES, SUPPLIES AND SERVICE PAYMENT ONLY. A. BUSINESS HOURS; ACCESS. Necessary service calls perbnned during normal business hours are included. Normal business hors' shall mean SM am. to 5-00 pm., Monday through Friday, exclusive of lolidays. You agree to provide us full and he access to the Equipment to provide the services. You shag provide free of dirge or validated paring for service vehicles. B. KEY OPERATOR. You must provide us with a'Key Operator who will perform basic assignmerhb and mspambiides as Instructed by us. This agreement provides Ong of persons dew as Key Operators. C. CONSUMABLE SUPPLIES. When the Equuipment requires consumable supplies to operate, the following conditions apply: (a) it wwill be the manufacturers average yields which are used to compute the amount of supplies provided b you with Ids agreement (b) when to consumption of supplies exceeds the manufacturers average yields, then we will, at our discretion, charge you for the consmable supplies required to complete the remabig copiesoft on this agreement and (c) YOU agree to prey its any shipping dharges en oonsuma* supplies shipped to your location. The shaping dirges will appear on your regular Nkg statement Corsonable supplies Included are toner related items, developer and awns, smptss (d applicable) and imaging consunables. Paper Is not Included. Subject to (b) above, censurable apples remain our properly end must be returned at dhe conclusion of the Agreement and you agree to pay for any mused consumable (tens not returned lo us at our ten rams and terms. D. NCLUDED PARTS AND LABOR You agree to provide a shuimble wwkonment forte Equipmentas sped6ed by us, Including adequate space and accessiblih, electrical power, mmperakre conti We vi8 hmish all the parts and Libor (as specified or excluded lereb) to keep the Equipment in good working order. t selected, we will provide you access to to Smart Center and park web monimMg servke. We will also conduct a cyberseaaty review and evaluation and, upon comgetion, provide a Cyberse u ty Executive Summary and sooecard. Maintenance will indade hubrloadon, adjustments and preventative mammnaroe based upon the specific reeds of the individual machine and the replacement of Included parts and supplies, all deemed necessary by us. Parts required for repair may be recycled and recanddoned, and replaced pads become the properly of us at our option. E EXCLUSIONS. Separate charges for repairs or replacement of pads due to the following shag be paid for by you at our current rams for swAoe and parts at the line such service Is pedon. : (a) repairs resulting from causes other than normal use; abuse or misuse byte operators pnriuudi g without Ibhitalcrh damage to oft ) accident theft neglect ads ofthird parties; Poe: water, casually or other natural force; (b) repairs made necessary by service performed by personnel otw than us; (c) repair of damage a increase b service time coursed by the use of any supply earnwhich cm machine damage or excessive service or does not meet the manufachurers minimum physical property guldelfirm or Wedlcallcm; (d) repair of damage or increase In swAm time caused by the use tithe Equipment for purposes other than for which designed, or beyond manufacturers recommended usage, spedficetiors or applications; (a) servos connected with relocation of Equipment (4 adding or removing accessories, (g) service of accessories, attachments or devices not included as Egdprtent herein; (h) senvice cabs resting dlecty from operator aria or neglect ( the dscontinuatiam of parts support by the manufacturer or our InabiKy to provide service due to any event beyond our control; M Installing. removing, re-fristsing or maintenauce of elechkal, oomputer, cabling, software, adlor related equipment acoessodes, attachments, option or other devices external to the Equipment Refinishing to EquipmeK Inspecting altered Equipment or performing services connected with relocation of Equipment. Roi smllation or addiion of drivers. Troubleshooting, maintenance, or repair of your network miss. F. ANALYST SUPPORT SERVICES. I selected (for an additional yearly charge), includes phone, remote, and onsite troubleshooting, diagnosis, and repair of Issues relating b prbtrg, scouring and fang. Covers rebating and among of drivers scam destnaticns, and mess book entries. Our technicians must have access to your rapresermmtive that has to oarputer and network administrator passwords. You are responsible for creation and maintenance of network btrastructure to support desired network MFP functions. Full reconnect print and scan after moving a machine is not covered. Ind selected, such services will be performed at our d m-ciment rates for each applicable service. VET-ZUP03A(RL)_0822 09/13/22 PAGE 2 OF 2 Exhibit A Agreement 1832007i 16762 ADDENDUM TO AGREEMENT WITH VISUAL EDGE IT This Addendum to the above referenced Agreement is made and entered into by and between the City of Lubbock (the "City"), A Texas Municipal Corporation, and Visual Edge IT ("Lessor"). (1) The City hereby represents and warrant to Lessor 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 the City's 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 the City 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) the City intends to pay all amounts payable under the terms of the Agreement when due, if funds are legally available to do so; (f) the City's 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 the City's 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, the City 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 the City (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, the City's Chief Executive Officer (or Legal Counsel) delivers to us a certificate (or opinion) certifying that (a) the City is a state or a fully constituted political subdivision or agency of the state in which the City is 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 the City; and (d) the City has 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 the City from entering into the Agreement if the Agreement constitutes a multi -year unconditional payment obligation. (2) Subject to Paragraphs 2, 7, 8, 14 and 16 of the Agreement, the City reserves the right to exercise any right or remedy available to it by law, contract, equity, or otherwise, including without limitation, the right to seek any and all forms of relief in a court of competent jurisdiction. Further, the City shall not be subject to any arbitration process prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein are cumulative and not exclusive, and may be exercised concurrently. (3) Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code, prohibits the City from entering into a contract with a vendor that is identified by The Comptroller as a company known to have contracts with or provide supplies or service with Iran, Sudan or a foreign terrorist organization. (4) No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, Respondent certifies that either (i) it meets an exemption criteria under Section 2271.002; or (ii) it does not boycott Israel and will not boycott Israel during the term of the contract resulting from this solicitation. Respondent shall state any facts that make it exempt from the boycott certification in its Response. CERTIFICATE OF INTERESTED PARTIES FORM 1295 loft Complete Nos. 1- 4 and 6 it there are interested parties. Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. OFFICE USE ONLY CERTIFICATION OF FILING Certificate Number 2023-983329 Date Filed: 02/14/2023 Acknowledged: 1 Name of business entity filing form, and the city, state and country of the business endWs place of business. Visual Edge IT Lubbock, TX United States Name of govemmental entity or state agency that Is a party to the contract for which the form is being filed. The City of Lubbock ]Date 3 Provide the identification number used by the govemmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Contract No.16762 Multifunctional Copiers and Printers 4 Name of Interested Parry City, State, Country (place of business) Nature of interest (check applicable) Controlling Intermediary 5 Check only N there is NO Interested Party. X❑ 6 UNSWORN DECLARATION My name is `S�r�'`f 3'k!j%n : and my date of birth is My address is o 7< S— Al'A f'tr✓j < Dr. r-X 7/11/ V,04 (street) (city) (state) (zip code) (country) 1 declare under penalty of perjury that the foregoing is true and corre ]ct. Executed in ` C #,e County, State of 'iXa f on the day of 2C �3. () (year) Signature of authorized agent of contracting business entity (act) Forms provided by Texas Ethics Commission www.ethics.state.tx.us version v3.5_1_3acBshco CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofi Complete Nos. 1- 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties. CERTIFICATION OF FILING Certificate Number: 1 Name of business entity filing form, and the city, state and country of the business entity's place of business. 2023-983329 Visual Edge IT Lubbock, TX United States Date Filed: 02/14/2023 2 Name of governmental entity or state agency that is a party to the contract for which the form is being filed. The City of Lubbock Date Acknowledged: 02/15/2023 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. Contract No. 16762 Multifunctional Copiers and Printers 4 Name of Interested P �Y City, State, Count lace of business ry, Country (P ) Nature of interest check applicable) ( PP ) Controlling Intermediary 5 Check only if there is NO Interested Parry. ❑ 6 UNSWORN DECLARATION My name is and my date of birth is My address is (street) (city) (state) (zip code) (country) declare under penalty of perjury that the foregoing is true and correct. Executed in County, State of on the day of , 20 (month) (year) Signature of authorized agent of contracting business entity (Declarant) Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.3ac88bc0 Amendment This Amendment amends that certain agreement by and between Visual Edge IT ("Owner") and City of Lubbock ("Customer") which agreement is identified in the Owner's internal books and records as Agreement No. 1832007 (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 sentence in section 16 entitled "MISCELLANEOUS" which reads "This Agreement is the entire agreement between you and us relating to our providing and your use of the Equipment and supersedes any prior representations or agreements, including any purchase orders," is hereby deleted and replaced with the following sentences: "Notwithstanding any terms or conditions of any related Sourcewell agreement/contract, request for proposal (or response thereto) or any other bid documentation (collectively, the "RFP") to the contrary, the terms and conditions of this Agreement constitute the entire agreement between you and us relating to our providing and your use of the Equipment, supersedes the RFP or any prior representations or agreements (including any purchase orders), and representations and warranties not included herein are not part of this Agreement and are not binding on the Parties. Any reference to a Sourcewell Contract number or other RFP number on this Agreement or any invoice is solely for your convenience in the administration of this Agreement and is not in any way intended to alter the terms of this Agreement." 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, the terms of the Addendum to Agreement with Visual Edge IT, and the terms of the Agreement, the terms of the documents will control in the following order of precedence (from highest to lowest): this Amendment, the Addendum to Agreement with Visual Edge IT, and then the Agreement. 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. Visual Edge IT 6 Owner By: Signature S�QJL_5.w,d, r,s/,& Print Name &2�Title Date Accepted: 12-6 I �J Attest: City of Lubbock ustome By: Si nature Courtney Paz, Interim City Secretary Print Name & Title Date: March 23, 2023 Approved to Form: Citv of Lubbock C to By: Signature Ryan Br oke, Assistant City Attorney Print Name & Title Date: �Z City of Lubbock omer By: X Signature Tray Payne, M40zr Print Name & Title Date: March 23, 2023 Approved to Content: City of Lubbock p ��Cllu��stomer By: X �q&wK I VV ` Signature Brooke Witcher, Assistant City Manager Print Name & Title Date: 3. ..�2 3..�d Zj CityofLubbock.1832007.00184150.P03.ev.ss.mh.v3 PAGE 1 OF 1