10-055 - R T OWN F
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TOWN OF PROSPER, TEXAS RESOLUTION NO. 10-055
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF PROSPER, TEXAS,
AUTHORIZING THE TOWN MANAGER TO NEGOTIATE AND ENTER INTO A
PROFESSIONAL SERVICES AGREEMENT WITH FREEDOM DOCUMENT PROFIT
RECOVERY CONSULTANTS FOR SOURCING AND MANAGING THE TOWN'S COPIERS AND
PRINTERS,DISPOSING OF OBSOLESCENT DEVICES AND PURCHASING RELATED CAPITAL
FOR SAID ACTIVITIES.
WHEREAS,the Town Staff engaged Freedom Profit Recovery to conduct a cost and needs analysis on
the existing Town printing operations and active equipment lease agreements,which resulted in a Document
Output Asset Optimization Recommendation proposing monthly savings to the Town totaling over$800 per
month in operational costs, and
WHEREAS,the existing lease agreements on most of the Town copiers is due to expire in October
2010 , and
WHEREAS,the Town does not currently have a service agreement in place for printer resources,and
WHEREAS,the Town of Prosper Town Council,through the recommendations of the Town Staff,has
determined that the Town's copy and print resources could be better managed and cost effective under such an
agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
PROSPER, TEXAS:
Section 1. The Town Manager of the Town of Prosper,Texas, is hereby authorized to negotiate and
enter into a professional services agreement with Freedom Document Profit Recovery consultants for sourcing
and managing the Town's copiers and printers,disposing of obsolescent devices and purchasing related capital
for said activities.
Section 2. This resolution shall take effect immediately upon its passage.
DULY RESOLVED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF
PROSPER, TEXAS, on this the 22"d day of June,2010.
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1 Ray Smith, ayo
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I:thew D. Denton,"1 RMC
Town Secretary ,
'� AS
MASTER SERVICES AGREEMENT("AGREEMENT")
Dated July 1,2010 by and between FPR Holdings, L.P. FRISEDON PROFIT "
and Town of Prosper("Customer") mrte ",4*. WsoO�6v•.
This document Is written In"Plain Engllsh". The words you and your,refer to the customer. The words we,us and our,refer to FPR Holdings,L.P. Every attempt has been made to
eliminate confusing language and create a simple,easy-to-read document.
Roles and Responsibilities–FPR Holdings,L.P.under the terms of this Master Services Agreement will serve as"Managed Services Provider"over the service providers and
vendors who will provide services to Customer under the terms of this Agreement with respect to the identified devices(the"Devices")and related services. Under this Mester
Services Agreement,Customer authorizes FPR Holdings,L.P.to select,Implement and manage service providers,supply providers and other vendors who may be required to
achieve the contracted Service Level Agreement's (SLA)contained In this Master Services Agreement. As Managed Services Provider, FPR Holdings, L.P. personnel will
Interface with Customer's management to insure all required installations,conversions and on-going support is efficiently managed and reported properly.
Following your written approval to Implement the services,a pre-implementation meeting will be scheduled between FPR Holdings L.P.'s assigned Project Manager(the"PM")
and an implementation coordinator assigned by Customer, Customer also agrees to provide an IT contact person responsible for working with FPR Holdings L.P.'s PM during
this implementation and conversion period. A deliverable from this pre-Implementation meeting will result in a mutually agreed upon Project Plan provided by FPR Holdings,L.P.
that will outllne all aspects of implementation Including a walk-through inspection to tag Devices,service call procedures,supply stocking,etc.
During the pre-Implementatlon walk-through, we will perform an inspection to Identify Devices that don't meet minimally acceptable standards prior to being placed on this
Services Master Services Agreement. Any Devices in need of pre-existing repairs will be detailed via a written quote for parts only for your decision to include or exclude as a
part of the Master Services Agreement. Each approved Device will be tagged with a unique DO for tracking and Instruction purposes. Customers requiring service or supplies
should follow the instructions on the tag as detailed on each Device.
Quarterly page-counts will be collected from all covered Devices that are accessible and readable via remote access software program. FPR Holdings,L.P.at their discretion,
may prorate or estimate meter reads on non-accessible Devices If required. Non-networked Devices may be estimated for monthly billing purposes and may be reconciled semi-
annually at FPR Holdings L.P.'s discretion.
+ FPR Holdings L.P.,through its service providers,will provide unlimited supplies(excluding paper and staples)and all parts and labor associated with tagged and identified
Devices under management. Supplies may be any combination of now or remanufactured at FPR Holdings L.P.'s discretion however any supplier chosen must meet
acceptable SLA's for quality and service,
• An FPR Holdings,L.P.representative(s)will,on a quarterly basis Wthln six(6)weeks of close of a contract quarter,schedule and present to designated management,a
Quarterly Review. This review is to include assessment of all volumes and charges for the quarter as well as review of key initiatives and responsibilities,
+ FPR Holdings,L.P.will provide ongoing management and oversight for all of Customer's document output needs. FPR Holdings,L.P.will provide a recommended solution
that best meets volume,functionality and cost requirements. Should individuals or departments request services beyond the scope of FPR Holdings,L.P.recommendation,
FPR Holdings,L.P.will provide Customers management the business case for approval and acceptance along with any additional and/or Incremental costs associated with
the request.
• FPR Holdings,L.P.during the term of any subsequent Agreement or Equipment Schedule may Identify additional savings for Customer that may result from consolidation,
process improvement,strategies and/or equipment changes. FPR Holdings,L.P.will document and present Customer with detailed expenditure data and recommended
solutions.
• This Master Services Agreement Includes technology refresh cost of replacing Devices that expire during the term of any subsequent Agreement or Equipment Schedule.
Expire, means a device currently covered on CPI Agreement continues to fall and Is no longer deemed as a reliable device worth repairing. Expired Devices will be
replaced at no additional cost to Customer and remain the property of the Customer.
1. RESPONSIBILITIES OF CUSTOMER: The Customer shall provide:
a. Equipment Delivery/ Warehouse Space for FPR Holdings,L.P.:
1. Warehouse or adequate office space appropriate for the number of Devices being delivered for receiving,configuring,testing and delivery of new copiers and
printers shall be provided by Customer.
2. Storage space of appropriate square footage for supplies,parts and spares In Customer locations.
3. Warehouse or adequate office space for receiving, repairing, parts and unit storage of Customer owned Devices decommissioned to be returned to FPR
Holdings,L.P.or other Customer service provider.
b. Other Requirements:
1. Contractor Identification Badges if required with appropriate access for each FPR Holdings,L.P.employee or designated primary service provider.
2. Escorts and access—during the preliminary site evaluations,installations and training It is assumed Customer will provide appropriate escorts to direct FPR
Holdings,L.P.employees or service providers to sites within the complexes. Additionally and periodically,escorts may be required until FPR Holdings,L.P.
personnel and service providers are acquainted with the facilities.
3. An assigned Implementation Coordinator and IT contact for FPR Holdings,L.P.and service provider personnel to interface with.
4. Ability to load and maintain page-count software as described in T'below.
C. Service Call Management:
1. Service calls/e-mail requests will be placed via the instructions on tags placed on covered Devices–copier service and printer calls will be placed to FPR
Holdings L.P.'s Help Desk. "Hot Swap"printer Devices will be provided(by model)for each site for quick exchange if required,and replacement Hot Swap
Devices will be refreshed monthly or as needed. FPR Holdings,L,P.will dispatch a printer service tech if one is required for a particular Issue or user. All
requests for service on printers and facsimile Devices that are labeled with"FREEDOM DOCUMENT"device Identification tags will be placed by users to the
FPR Holdings,L.P.Help Desk. Help Desk personnel will record the information required to initiate a service call and electronically dispatch this information to
FPR Holdings,L,P.'s service providers, The Device ID number Is considered to be the asset number of the device for Customer's tracking purposes.
2. Upon termination of this Master Services Agreement or any subsequent Service Level Agreements, FPR Holdings,L.P.will surrender all requested records
relating to the Customer's devices,services,support tickets or any other Customer-speclflc documentation to the Customer and/or Its designated IT service
provider.
d. Installs/Moves/Adds/Changes("IMAC"):
1, FPR Holdings, L.P. will manage the install, moves, adds and changes (IMAC) process for all document output Devices designated on any subsequent
Agreement or Equipment Schedule and under our management.
2. Devices under management will only be relocated with prior or prompt written notification provided to FPR Holdings, L.P.that includes: FPR Holdings, L.P.
Identification number,old location,new location and purpose. Costs associated with relocations outside the initial conversion will be billed to Customer.
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e. Supply Management:
1. Supply inventory and their predetermined standard levels will be set and managed by FPR Holdings, L.P., supplier provider and Customer and ordered
accordingly based on the standard levels set and managed by FPR Holdings,L.P. End users may request any additional and needed toner via the instructions
on the Device ID Tag(e-mail or phone),
2. FPR Holdings,L.P,will monitor Supply Inventory shrinkage as a normal course of business to compare actual consumption to normal yields for loners. If there
are any areas where shrinkage occurs on an ongoing basis,FPR Holdings,L.P.will review with Customer management to determine corrective actions which
may include incremental charges.
1. Print Track Software on Servers:
Customer agrees to have print tracking software loaded for meter reading and service call monitoring. FPR Holdings,L.P.will provide the appropriate software and
Customer agrees to provide IT asslslance to our personnel in instafling and maintaining this application on the Devices. Several secure subnel areas of the Customer
network may not be within reach of the print tracking software and manual reads will be gathered periodically as determined by FPR Holdings,L.P.at each of these
sites.
g. Non-Tagged Devices:
All Devices inclusive to this Master Services Agreement will be properly lagged by FPR Holdings, L,P, and listed on Exhibit 8 of any Agreement or Equipment
Schedule. In the event additional equipment is needed, FPR Holdings, L.P.will provide Customer with a cost-effective recommendation that may or may not be
added to the Master Services Agreement,Should Customer,without FPR Holdings,L.P:s knowledge,add non-conforming equipment and request management by
FPR Holdings,L.P„,FPR Holdings,L.P.,may at its sole discretion to choose the option to not provide management services or provide management services at rales
above overage rates designated in Exhibit C of any subsequent Agreement or Equipment Schedule. Only these Devices or Devices properly added by FPR Holdings,
L.P.will receive the benefit of services provided under this Agreement. FPR Holdings,L.P.may at its discretion determine any of the following options:
1. Tag the device and add to the contract
2. Tag the device and add to the contract at an overage rate
3. Service the device up to Standard,charging only for parts and then tag
4. Decline to service or support the device
2. OTHER CONSIDERATIONS
a. Decommissioned owned assets:
FPR Holdings,L,P,will manage Customer owned assets that are removed from service due to consolidation or replacement. These assets may be redeployed in
whole or in part within the Customer environment. FPR Holdings,L.P,will determine when any Customer owned assets are at the and of their useful life and will
arrange for proper disposal. FPR Holdings,L.P.will bill Customer for any disposal charges. For any assets that FPR Holdings,L.P.Is able to sell,FPR Holdings,
L.P, will issue Customer a credit equal to 50%of the net proceeds received,after taking into consideration any costs of disposal. On a semi-annual basis, FPR
Holdings,L.P.will provide Customer a list of disposed assets,including serial number and type of device. Prior to any disposition,FPR Holdings,L.P.will ensure that
no images-whether scanned,copied, printed or otherwise stored in the device—are recoverable,which may require destruction of memory or disks. Customer
owned assets include owned copiers,B&W laser printers,Color laser printers,and facsimile Devices. Customer reserves the right to dispose of any owned asset by
different means if deemed to be in the best interest of Customer.
b. Existing Lease Obligations:
Unless otherwise noted within a subsequent Agreement or Equipment Schedule,all existing Customer lease obligations including, but not limited to, notification,
payment,return of equipment,insurance,and taxes remain the sole responsibility of Customer. FPR Holdings,L.P.will make commercially reasonable efforts to track
and advise Customer with regard to non-FPR Holdings,L.P.leased equipment that is covered under the Document Output Services Agreement.
C. Relocation of Copiers:
FPR Holdings, L.P., in order to maximize effectiveness and improve savings,will recommend the relocation of select copier Devices. Console copiers will be de-
installed,transported and re-installed by the copier manufacturer or their agent. The cost of relocation is the responsibility of the Customer.FPR Holdings,L-P.will
treat the cost of relocation as a reduction in savings generated for the receiving site. In the case of desktop copier Devices It may be practical for FPR Holdings,L.P.
or Customer to relocate the device in conjunction with other activities that benefit both Parties. FPR Holdings,L.P.will track and manage the installed location for all
serial numbered Devices.
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d, Network Drops and Telephone Lines:
FPR Holdings,L,P.will make all reasonable attempts to utilize Customer's existing technology infrastructure while mapping plans for new multifunctional Devices.
Line changes and additions are the responsibility of Customer and at Customers expense. When changes or additions are necessary,FPR Holdings,L,P,will provide
Customer at least fourteen(14)days advance notice of the requirements and the details of such changes or additions.
e. Addition o1 Equipment or Services:
When a Customer's entity requests additional equipment or services outside the scope of this Master Services Agreement or any subsequent Agreement or
Equipment Schedule,FPR Holdings,L.P,will evaluate the requirements and provide recommended options and the cost of those options.
Unless otherwise agreed to,additions of equipment purchased by Customer will be charged in full to the requesting department under an invoice from FPR Holdings,
L.P.
f. Partnership with Customer:
All incremental Devices with network capability may require testing and certification by Customer's Information Technology subject to FPR Holdings,L.P,
operational approval. Roles and responsibilities between FPR Holdings,L.P.and Customer's IT,relating to the installation of new printing capable Devices or the
replacement of Devices or the de-commission of Devices will be coordinated and agreed to jointly by both Parties, g
g. Reduction of Equipment: i
FPR Holdings,L.P:s goal and strategy is to consolidate equipment functions to provide Customer cost reduction and better processes. Should equipment provided
by FPR Holdings, L.P.to Customer no longer be required or feasible for a location, FPR Holdings, L,P, will,on a commercially reasonable basis, reallocate the
equipment and the costs for such equipment and services to a Customer site for appropriate usage,
In, Migration to Multi-functional Devices:
The Parties acknowledge that the best practices for a managed environment,includes widespread use of multifunctional printers and copiers. The Parties agree to
plan and migrate services under this Master Services Agreement when feasible,to combine traditional facsimiles,traditional printers and traditional copiers into a
single multifunctional platform. FPR Holdings,L.P,will configure device and related software supported image features and will also be responsible for coordinating
software fixes or upgrades with Customer's IT function.
I. Refurbished Equipment:
FPR Holdings,L.P.may offer replacement and/or incremental equipment that Is previously used,but refurbished with certified service availability for the term of any
subsequent Agreement or Equipment Schedule. This class of equipment may offer cost effectiveness or functionality that better meets Customer requirements.
Customer may elect to require new equipment which FPR Holdings,L.P.will provide at Customer's cost and expense.
j„ Customer Owned Copiers:
Should FPR Holdings,L.P.provide Document Output Services on copiers presently owned by Customer, FPR Holdings,L.P.'s equipment replacement guarantees
will be applicable. Any existing manufacturers or dealer warranties on such equipment would not be voided.
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k. Service Response Time Targets:
FPR Holdings,L.P.will negotiate and maintain a"first slop"agreement with copier service provider selected by the Parties to service the Devices. Customer reserves
the right to prohibit service agreements with any particular provider. The Customer requires FPR Holdings,L,P.to Include language In any agreement related to the
Customer account that limits any cure period to 30 days,after which the agreement can be terminated.Such service provider will first address any outstanding calls
for service,and if additional service assistance is required they may request an additional technician. FPR Holdings,L.P.will make their commercially reasonable
efforts with anticipated 98%success to achieve the following response limes defined by a starling point of acceptance of service call to FPR Holdings,L.P.dispatch
or designated service provider dispatch and ending with the onsite arrival of technician:
Copiers: 4-hour average / Printers: 4-hour average
For all Customer locations within a maximum 50-mile radius from Customer's corporate location,the service response target Is four(4)hours. Any locatlon(s)outside
the 50-mile radius the average response will be next business day unless addressed separately within an amendment covering that particular site location.
I. New Schedules.,
Additional equipment or services added by authorized Customer approval will be placed on new Agreements or Equipment Schedules. Agreements or Equipment
Schedules shall be prepared by FPR Holdings, L.P. and presented to Customer in electronic formal to a designated contact to begin the contract approval process.
Customer will make their best effort to return signed contracts to FPR Holdings,L.P.within four(4)weeks of submission.
M. Price Escalation:
If Inflation Increases or decreases beyond four(4)% annually as published by US Bureau of Labor Statistics, Customer and FPR Holdings, L,P,agree that on each
Anniversary of the Initial Term Start Date of any subsequent Agreement or Equipment Schedule,the Parties shall enter into good faith negotiations as to the Monthly
Payment and/or Overage Rate Fees set forth In this Master Services Schedule. Said negotiations shall be concluded no later than thirty-(30)days prior to the Anniversary
Date. The Parties agree that these fees may be changed and that the new rates and charges will be reflected in an amended Pricing Schedule on the Anniversary Date
Indicated.
n. Release of Liability for Computer workstation or Server Assistance
CUSTOMER AGREES TO RELEASE AND HOLD HARMLESS FPR HOLDINGS,L.P.DBA FREEDOM DOCUMENT,ITS AGENTS AND SERVICE REPRESENTATIVES
FROM ANY AND ALL LIABILITY ASSOCIATED WITH THE PERFORMANCE OF SERVICE OR THE PROVISION OF PARTS,AND ACKNOWLEDGES THAT FPR
HOLDINGS,L.P.OFFERS,NEITHER AN EXPLICIT OR IMPLIED WARRANTY OR GUARANTEE,FOR THE SERVICES PERFORMED, Further,
1, Customer acknowledges that due to the nature of the services being performed,there Is a potential risk of damage or loss Including,but not limited to,damage to
Customer's office, home, business computer hardware, its cabling, hubs, routers, switches, peripherals, accessories, and furniture, as well as potential risk of
damage,corruption,or loss of computer software,applications,data,and data storage media.
2. Customer agrees to release and hold harmless FPR Holdings, L.P.from all liability for damage or loss as well as any incidental or consequential material or
financial damage or loss that may result from the actions of FPR Holding,L.P.,Its agents or service representatives.
3. Customer grants FPR Holdings,L.P.,its agents and service representatives,permission to physically access office property where Customer's computer system
and/or network reside. Certain restricted areas will require an escort any time the site is accessed.
4. Customer grants FPR Holdings,L.P.,its agents and service representatives,access,security rights,and permission to open,view,modify,edit,delete,or otherwise
manipulate Customer's computer software,applications,data,and data storage media only in direct relation to repair,maintenance or upgrades to print or copier
resources.
5. FPR Holdings,LP.acknowledges that In the course of providing services to Customer,we may have access to certain non-public personal and
otherwise confidential information relating to Customer,including Its customers,consumers or employees.FPR Holdings,L.P.has safeguards to
protect Identity Information and conforms to the Fair and Accurate Credit Transaction Act of 2003 Red Flags Rules.FPR Holdings,L.P.has received
and reviewed a copy of Customer's Identity Theft Program and will report any Red Flags to the Program Administrator. This provision shall survive
termination of this Agreement and any other agreements between Customer&FPR Holdings,L.P.
ACCEPTED BY:FPR Holdings, L.P. ACCEPTED BY: Town of P osPer
SIGNATURE: _ SIGNATURE:
TITLE: TITLE:
DATE: 1 t`' ..__W.m......................._ _ DATE:
REV: 07012010
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Operating Agreement reement #N06032010-100
dated July 2, 2010 between . � � , r .
Town of Prosper("Customer") and FPR Holdings, L.P. ("FPR")
to the Master Services Agreement dated July 1, 2010
This Operating Agreement("Agreement') is for a term of 36 months and will be effective August 1,2010("Commencement
Date/Start Date")and will continue for the number of consecutive months shown. The Base Monthly Payment due each month will be
$1,710.00. Customer hereby agrees that its obligation to pay this installment as recited herein is absolute and unconditional and not
subject to any abatement, set off,defense or counterclaim for any reason whatsoever,
ADDRESS FOR NOTICES:P.O. Box 307,Prosper,Texas 75078
LEGAL CONTACT: Matthew B.Garrett PHONE: 972.346.2640
BILLING ADDRESS: P.O, Box 307,Prosper,Texas 75078
ATTN: Accounts Payable EMAIL: matthew_garrett@prospertx.gov
LOCATION OF EQUIPMENT: See Exhibit B
EQUIPMENT: See Exhibits A and B
INCLUDED IN OUR SOLUTION IS THE FOLLOWING:
PROPOSED SERVICES:
CONTRACTED PAGES:
32,000 pages of all inclusive service and supply are included in this solution. The service providers recommended by FPR Holdings,
L.P. will provide unlimited supplies(excluding paper and staples)and all parts and labor associated with this output volume per this
Agreement for all Equipment listed on Exhibits A and B. In order to provide the most cost effective solution possible,allocation of
volumes included and overage amounts by devices/segments are as follows:
Meter Type Monthly Contracted Volume Excess CPP
B/W Copies N/AN/A
Color Copies(B/W pages) 15,500 _ ._$0.0085
Color Copies(Color pages) 7,550 $0.0850u �
B/W Laser Prints7,450 $0.0225
1300
Color Laser Prints 1,500 $0. -
. . 0
Traditional Fax Pages Incl. in B/W Laser Prints Incl. in B/W Laser Prints
TOTAL MONTHLY VOLUME 32,000
Monthly,Town of Prosper will be invoiced for the Base Monthly Payment indicated on the Agreement. On a quarterly basis,actual
page counts will be collected for reconciliation against contracted volumes for that quarter. Any unused pages(underages)will be
banked and will be drawn against when an overage occurs. If all banked pages have been allocated and overages are still occurring,
FPR Holdings,L.P. will work with Town of Prosper to modify the contracted pages of the Operating Agreement by increasing the
contracted volumes and increasing the overall Base Monthly Payment via a Volume Amendment that will require the Customer's
signature before implementing. In addition,if volumes are consistently under,Customer authorizes FPR Holdings,L.P.to reduce the
contracted volumes and lower the Base Monthly Payment. All other terms and conditions of this Agreement remain in full force and
effect.
N
• INTERNET FAX ACCOUNTS: N/A
• PROFIT RECOVERY FEE:
Once installation is complete,FPR Holdings,L.P. will invoice a profit recovery fee in the amount of$2,984.29, an amount equal to 30%
of the agreed upon first years cost savings($ 828.97 per month or $9,947.65 per year,as analyzed).
• BUYOUT AMOUNT: N/A
• PRE-EXISTING INSPECTION: N/A
OWNERSHIP OF EQUIPMENT: N/A
• SPECIAL TERMS:
(I) The Base Monthly Payment proposed in the Agreement is contingent upon the purchase of the following "new" equipment
bTown of Prosper
Qty Device Accessories Meter Type Location Name/Department
�...� _ None .w _._... g/VH LJ T�.� .._�...__µ_.p__......_.-�
1 HP 4250 own Hall
1 Ricoh 232sf None CLJ Fire Department
1 Ricoh 232sf None CLJ Public Works
1 Ricoh 232sf None CLJ Library
1 _ Ricoh 232sf None _ CLJ Municipal Court
1 Xerox WC7655 None Color Copier Town Hall
1 Ricoh 232sf None CLJ Police Dept
1 Xerox WC7328 None Color Copier Municipal Court
1 Xerox WC7328 None Color Copier Development Services
1 -�.._.__..20� Color ca ler None4
ppm p' Color Copier Inspections Office
(ii) Thil reement is contingent upon Town of Pros erUr hasin the following e u4 ment from Xerox Corporation.
Qty Device Accessories Meter Type Location Name/Department
1 Xerox WC7655 None Color Copier Town Hall
._............... 1 X .. .,m .,. . .. ... _. .._..
veto
erox WC7328 None Color Copier Development Services
1 Xerox WC7328 None Color Copier Municipal Court
Customer agrees that it is responsible for the risk of loss or destruction or damage of the Exhibit A Equipment listed herein. No such loss or
damage relieves Customer from the payment of its obligations pursuant to the terms of this Operating Agreement. Customer agrees to keep
the Exhibit A Equipment fully insured for the terms of this Operation Agreement and show FPR as a loss payee in an amount not less than
the replacement cost of the Equipment until this Operating Agreement is terminated or expires by its own terms. FPR or its assigns,reserves
the right to file a UCC-I Financing Statement for this Equipment. Customer authorizes FPR or its assignee,to file and record a UCC-I
financing statement or similar instrument,and appoint FPR or its assignee,Customer's attorney-in-fact to execute and deliver such
instrument, I order to show and protect its interest in the utilized Equipment. It is further agreed that your rights and remedies are governed
exclusively by this Operating Agreement and you waive any and all other remedies and rights herein.
If this Operating Agreement is terminated for any reason prior to 36 months from the date of installation,Customer agrees to return ALL
newly provided Exhibit A devices in good working order(not to exceed normal wear and tear)to FPR,at Customer's shipping expense.
As outlined in their proposal,Service Provider will provide full service and supplies as proposed including honoring the terms and conditions
outlined on their Service Agreement(attached). Customer agrees herein that if,at any time,they have concerts with the quality of service
this vendor is providing,they agree to provide written notice to FPR and allow FPR a minimum of 30 days to resolve any problems to their
Customer's satisfaction. If a resolution,satisfactory to Customer,cannot be reached,FPR will terminate its service agreement with Service
Provider without cost or obligation to Customer and replace them with a different provider who must also meet the previously stated terms
and conditions. Customer agrees that this remedy will not relieve them of their Base Monthly Payment obligation herein.
Customer acknowledges that FPR may sell, assign or transfer this Operating Agreement and that such transferee will have the same rights,
remedies and benefits as FPR. CUSTOMER FURTHER AGREES THAT IT DOES NOT HAVE THE RIGHT TO SELL,TRANSFER,OR
ASSIGN THIS OPERATING AGREEMENT without prior written consent from authorized FPR personnel.
Invoices will be considered late 30 days after invoice date and Customer agrees to pay a 1.5%monthly late fee,but in no event will Customer
pay more then 18%on an annual basis.
Notwithstanding any other term and conditions of this Operating Agreement,Customer agrees that as to software only:(a)FPR has not had,
does not have,nor will it have any title to such software,(b)Customer has executed or will execute a separate software license agreement and
FPR is not a party to and has no responsibilities whatsoever in regards to such license agreement,(c)Customer has selected such software
and FPR Holdings,L.P.makes no WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE AND FPR
HOLDINGS,L.P.TAKES NO RESPONSIBILITY FOR THE FUNCTION OR DEFECTIVE NATURE OF SUCH SOFTWARE,
FPR MAKES NO WARRANTIES THAT THE EQUIPMENT IS FIT FOR A PARTICLUAR PURPOSE OR THAT THE EQUIPMENT IS
MERCHANTABLE. CUSTOMER AGREES THAT IT WILL SELECT THE SUPPLIER AND EACH ITEM OF EQUIPMENT BASED
UPON ITS OWN JUDGMENT. FURTHER,CUSTOMER DISCLAIMS ANY RELIANCE UPON ANY STATEMENTS OR
REPRESENTATIONS MADE BY FPR OR SUPPLIER. THE SUPPLIER IS NOT AN AGENT OF FPR'S AND NOTHING THAT THE
SUPPLIER STATES CAN AFFECT YOUR OBLIGATIONS UNDER THIS OPERATING AGREEMENT.
FPR HOLDINGS,L.P.IS RECOMMENDING THE EQUIPMENT INCLUDED BASED ON THE STATED NEEDS OF THE
INDIVIDUAL USERS AND DEPARTMENTS AS ANALYZED BY US.
This Operating Agreement may be modified only by written agreement of(lie parties hereto and not by course of performance. If any
provision of this Operating Agreement is declared to be unenforceable,all other provisions of this Operating Agreement will remain in full
force and effect.
If FPR or its assignees has to take possession of the Equipment due to Default on Customers behalf,Customer agrees to pay for the cost of
repossession. YOU AGREE THAT FPR,OR ITS ASSIGNEE,WILL NOT BE RESPONSIBLE TO PAY CUSTOMER ANY
CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY DEFAULT BY I~'PR UNDER THIS AGREEMENT. Customer further
agrees that any delay in enforcement or failure to enforce FPR's right or remedies under this Operating Agreement does not prevent FPR or
it's assigned from enforcing any of its rights at some later timer.
THIS OPERATING AGREEMENT SHALL BE GOVERNED AND CONSTRUED UNDER THE LAWS OF THE STATE OF TEXAS.
CUSTOMER AGREES AND CONSENTS TO SUBMIT ITSELF TO THE JURISDICTION OF THE STATE COURTS OF TEXAS
AND FURTHER CONSENTS AND AGREES THAT VENUE OF ANY LOCAL OR STATE COURT ACTION BROUGHT AGAINST
CUSTOMER HEREIN SHALL BE LOCATED IN COLLIN COUNTY OR THE CORRESPONDING FEDERAL OR BANKRUPTCY
COURT. CUSTOMER AGREES FURTHER THAT ALL LEGAL ACTION BY CUSTOMER IN ANY WAY RELATING TO THIS
OPERATING AGREEMENT SHALL BE COMMENCED SOLELY INA LOCAL OR STATE COURT IN OR FOR COLLIN COUNTY,
TEXAS OR THE CORRESPONDING FEDERAL OR BANKRUPTCY COURT.
Agreed to this date,
Signature for Authorized Sag.rlattuc for.. .
FPR Holdings.L.P. Town o Prosoer
Michael Rogers President and CEO Mike T and Tnwn Mai. ._ .. ai n
Name/Title Name/Title
Rev 0702010 sf
EXHIBIT A
To Operating Agreement# N06032010-100 dated July 2, 2010
For Town of Prosper
NEW EQUIPMENT LIST
..�.._._ies Meters vpe� Location Nam Department
a/mDepartme
X Qtv ��
Device Accessories
EXHIBIT B
To Operating Agreement#N06032010-100 dated July 2,2010
For Town of Prosper
EXISTING(CUSTOMER OWNED)EQUIPMENT LIST
Device Serial Number Meter Types Location/Department
HP LJ 1320B/W LJ Town Hall
HP LJ 2055 BIW LJ Police beet
HP LJ 4200 _ _ __.._. _ ... B/W LJ Municim._. _..t
__....___._.�.. Pal Court
HP LJ 4050 B/W LJ Library
Brother IF-4100 mm Tradition _
" � al Fax Municipal Court
•Brother IF-4100 Traditional Fax Municipal Court-.. ..._ __ .
Canon L710Traditional Fax Planning_& Engineering
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- -._......
Canon L710Traditional Fax Inspections Office - �
* Notates device NOTcoveredunder Replacement Guarantee
NEW EQUIPMENT PURCHASED BY CUSTOMER AS OUTLINED IN SPECIAL TERMS
Qty Device Accessories Meter Type Location Name/Department
1 HP 4250(inventory) None B/W LJ Town Mall
1 Ricoh 232sf None CLJ Fire Department
1 Ricoh 232sf None CLJ Public Works
Ricoh 232sf None CLJ Library
1 Ricoh 232sf None CLJ Municipal Court
1 Ricoh 232sf None CLJ Development Services
1 20ppm Color copier None Color Copier Inspections Office ~
Ail devices outlined above are covered under your Master Services Agreement.
EQUIPMENT PURCHASED BY CUSTOMER FROM XEROX CORPORATION AS OUTLINED IN SPECIAL TERMS
Qty __- Device_ Accessories Meter Type�mm _ Location Name/Department
1 Xerox WC7655 .___.._......_.,....n...w.�._.None.......mm._... .._..__m...w_
Color Copier Town Hall
1 Xerox WC7_32_8 None Color Copier Development Services
1 Xerox WC7328� Golor Copier Municipal
None p p I Court
EQUIPMENT LOCATIONS LISTING
- ....,m_ LocationName Street Address _ Cit /State/Zi
y p Service Contact Phone
Town Hall _ 121 W.BroadwaV Street Prosper,TX 75078 Karen Gill 972-569-1011
Fire Department 1500 E,First Street Prosper,TX 75078 Curtis Smith 972-347-2424
Public Works J ..601 W.Fifth Street Prosper,TX 75078 Frank Jaromin 972-569-1050
Library 700 N.Coleman Road Prosper,TX 75078 Linda Shaw 469-219.2499
Police Dept./Dispatch 101 S.Main Street Prosper,TX 75078 Karvn Fortune 972-569-1039
Municipal Court 110 W.Broadwav Prosper,TX 75078 Amv Lightfoot 972-569-1070
Development Services 407 E. First Street Prosper,TX 75078_ Melanie_Videan 972-569-1091
Inspections Office 409 E. First Street Prosper,TX 75078 Suzanne Volpe-Brandon 972-569-1089
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