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HomeMy WebLinkAbout2001-077FILE REFERENCE FORM 2001-077 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other Order No. 1 - Ordinance No. 2003-213 1 07/15/03 1 )R ORDINANCE NO 0001 1977 AN ORDINANCE AWARDING A 60 MONTH CONTRACT FOR THE LEASE OF A XEROX 2060 DIGITAL PRESS AS APPROVED BY THE STATE OF TEXAS GENERAL SERVICES COMMISSION THROUGH A QUALIFIED INFORMATION SERVICES VENDOR (QISV) CATALOGUE, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (PURCHASE ORDER 13131 TO XEROX CORPORATION (FILE 2654) IN THE AMOUNT OF $70,685 22 FOR THE FIRST OF 10 SEMI-ANNUAL PAYMENTS THE TOTAL 60-MONTH LEASE AGREEMENT COST IS $706,852 20 PLUS $ 0731 PER COLOR COPY AND $ 0307 PER BLACK AND WHITE COPY FOR EACH COPY OVER 60,000 PER MONTH) WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services Commission has solicited, received and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law on behalf of the City of Denton, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, equipment, supplies, or services can be purchased by the City through the General Services Commission QISV programs at less cost than the City would expend if bidding these items individually, and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and accepted herein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "Purchase Order" listed hereon, and on file in office of the Purchasing Agent, are hereby approved PURCHASE ORDER VENDOR AMOUNT 13131 Xerox Corporation $70,685 22 SECTION 11 That by the acceptance and approval of the above numbered items set forth in the referenced contract, the City accepts the offer of the persons submitting the bids to the General Services Commission for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specifications, standards, quantities and for the specified sums contained in the bid documents and related documents filed with the General Services Commissions, and the purchase orders issued by the City SECTION III That should the City and persons submitting approved and accepted items set forth in the referenced purchase orders wish to enter into a formal written agreement as a result of the City's ratification of bids awarded by the General Services Commission, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be attached hereto, provided that the written contract is in accordance with the terms, conditions, specifications and standards contained in the Proposal submitted to the General Services Commission, quantities and specified sums contained in the City's purchase orders, and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the above numbered items set forth in the referenced purchase orders, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this itylk day of �,� i� 2001 / ✓' EULINE BROCK,.R ATTEST JENNIFER WALTERS, C1TT SECRETARY APPROVED AS TO LEGAL FORM HERBERT OUT , CITY ATTORNEY BY _ PO 13131-Xerox Corp anon - STATE OF TEXAS ORDINANCE (2 01) AGREEMENT ADDENDUM Tim. DOCUMP N r COMPANY XEROX ADDENDUM TO FINANCE PROFESSIONAL SERVICES CONTRACT FEES This ADDENDUM ("Addendum") amends the agreement between you and Xerox to which it is attached (the "Agreement") The parties agree to the following terms which shall be additive to those found elsewhere in the Agreement l In addition to the Agreement, you and Xerox have entered into a Professional Services Contract dated 02/22/2001 (the "Services Contract") Rather than pay the amount due Xerox under the Services Contract as they become due, you have requested that the total amount of $ 3,400 payable under the Services Contract (the "Services Contract Fees") be added to the amount being financed under the Agreement As such, you and Xerox hereby agree that the Services Contract Fees will be paid by you as part of your Minimum Monthly Lease Payments or Monthly Installment Payments, as applicable 2 Other than the transfer of your payment obligation for the Services Contract Fees as stated above, the terms of the Services Contract shall remain unchanged and shall in all cases control your and Xerox' rights as to the provision of the underlying Professional Services In addition, you agree to make all payments under the Agreement related to the Services Contract Fees regardless of your belief as to the manner in which the Professional Services were provided (and, as such, will pursue any dispute you have in this regard separate and apart from your unconditional obligation to pay the Services Contract Fees as part of the Agreement) 3 If you breach any of your obligations regarding the Services Contract, the Agreement, or this Addendum, any remaining portion of the Services Contract Fees shall become immediately due and payable 4 Except as set forth above, the Agreement shall remain as stated In the event of a conflict between the terms found elsewhere in the Agreement and this Addendum, this Addendum shall control Dikunrnk r 1 urn)# 51864 5 0W1998) W12IX)I Pabt 2 ul 8 LEASE AGREEMENT (Additional Products) Caswmer L.cgal Name (Bmm) CITY OF DENTON Nate. Overflow (d needed) AWN ACCTS PAYABLL Date of Customer Signature on Attached Agreement Cmlomcr Name (Install) CITY OH DENTON Nam. Overflow (if needed) ATTN ACCTS PAYABLE Installed at Street Address Iknr/Room(Rounng 215 F MCKINNEY ST City Slate DENTON IX Ap Corte 76201 County Installed In Demon CSstornr RoWasted install Date 001200I n n n Puv nnf rnPnm.nfinn Tllh, DOCUMLN r COMPANY XEROX Wwksheel 998627 Unit 2 Check all that apply ❑ Attached Customer P O #s Supplies ® State in Local Govermrenl Customer Ira Rate 95% Taal lnt Payable $ 1199080 ❑ ReplammenUModifleation of Prior Xerox Agreement Agreetnt wvenng Xerox Fgwpmem Serial# for 95#) is hereby ❑ modified ❑ replaced Effective Date Commants Lease Information Lease Term 60 months ❑ Supplies included in Baseftnt Charges ❑ Refin of Pnw As= ❑ Xerox t95#1 ❑ 3rd Party I q Am Refin $ Int Rate % Total lnt Payable $ Product (with serial number if in place egwpment) Purchase O ion Down Pa nent Pmv Install 1 I in I interim 2000EFI Constitute Services $ 1,07419 MINIMUM MONTHLY LEASE PAYMENT (excl of applli, taxes) Puce Information ❑ Adlustment Period De.—1 A U-. Afro,.to.i W.nrvi R M. AffminA Monthly Base Charge 107418 Monthly Base Charge Monthly Base Charge S Punt Charge Meter I Punts I + Print Charlie Meter 1 S Pros 1 Punt Charge Meter 1 '$ Punts l $ Prints Punts Prints Prints Prints Pima Prim Charge Meter 2 Print Charge Meter 2 Print Charge Meter 2 Prints I Prints 1 Punts 1 Prints Punts Punts Mo Mm # of Prints Mo Min # of Punts Mo Mm # of rants (basedon Meter 1 Print Charges) (based on Meter I Print Charges) (based on Meter I Print Charges) I --I ❑ r sah ❑ r.., d ❑ Annlicstinn Software Reorder # Oty Description 4fee Software Title $ knitud I iceme Fee must Renewal 1 ce mmri nniv Total Price = Total Initial Incense Fees = ❑ Trade In Allowance Final Prinunai Pavment# ManmaUurer ModeVSenal # FR Allowance Applied to Tolal AllowanceTotal ❑ 1}ade In Equip Balance❑PnceofReplcmniFgunp ❑ K-16 Billing SBSDension (check 1 as rationed) Months aftted ❑ Jnnc only ❑ July only ❑ August only ❑ June luty ❑ July August Additional Options (check all that amply) ❑ Run Length Plan ®Fixed Price Plan ❑ Per Feet Pricing ❑ Extended Service Hours Description I $ fie ®Attached Addenda form# 51860I fmffq Dixuliroko.r I ornl# 51860 1 (082000) 2n2001 Page 3 of 8 AGREEMENT ADDENDUM Tills D0(.UhILNT COMPANY XEROX ADDENDUM TO FINANCE PROFESSIONAL SERVICES CONTRACT FEES This ADDENDUM ("Addendum") amends the agreement between you and Xerox to which it is attached (the "Agreement") The parties agree to the following terms which shall be additive to those found elsewhere in the Agreement I In addition to the Agreement, you and Xerox have entered into a Professional Services Contract dated 02/22t2001 (the "Services Contract') Rather than pay the amount due Xerox under the Services Contract as they become due, you have requested that the total amount of $ 7,000 payable under the Services Contract (the "Services Contract Fees") be added to the amount being financed under the Agreement As such, you and Xerox hereby agree that the Services Contract Fees will be paid by you as part of your Minimum Monthly Lease Payments or Monthly Installment Payments, as applicable 2 Other than the transfer of your payment obligation for the Services Contract Fees as stated above, the terms of the Services Contract shall remain unchanged and shall in all cases control your and Xerox' rights as to the provision of the underlying Professional Services In addition, you agree to make all payments under the Agreement related to the Services Contract Fees regardless of your belief as to the manner in which the Professional Services were provided (and, as such, will pursue any dispute you have in this regard separate and apart from your unconditional obligation to pay the Services Contract Fees as part of the Agreement) 3 If you breach any of your obligations regarding the Services Contract, the Agreement, or this Addendum, any remaining portion of the Services Contract Fees shall become immediately due and payable 4 Except as set forth above, the Agreement shall remain as stated In the event of a conflict between the terms found elsewhere in the Agreement and this Addendum, this Addendum shall control DmunrokLr I ormW 5 1864 5 (10/1998) 2n12W I PagL 4 A 8 LEASE AGREEMENT (Additional Products) Ctismmer IAgai Name (eiew) CITY OF DFN rON Name OvLrIlow (if needed) ATIN ACCTS PAYABLL Daft, of Cuslomer Signature on Attached Agreement Cuslomer Name (Install) CITY OH DEN rON Nam Overflow (If needed) Installed at Street Address Iloor/RooMRout rig 215 E MCKINNPY ST City State DENTON IX lip( tde 76201- County Installed In Denton Cunaner l2u Wlcd Install Dale 02AI/2001 Lence Pavment Information I'm, DocuMh N P COMPANY XEROX Workshmt 998627 Unit 3 Check all that apply ❑ Attached Customer P O #s Suppltus I ase ® Slag or Uxal Oovenumsa Customer Inn Rate 9 59h total Inn Payable $ 351120 Rep lacemenUMoairBcatnon of Prior Xerox Agreement Agrcement covering Xerox Igwpment Sena[# for 95#) is hereby ❑ mdifted ❑ replaced Fffet,uve Date Comments Leese Information Lease Term fill moths ❑ Supphts included in Base/Print Charges ❑ Refin of Poor Agrm ❑ Xcmx (95#) ❑ 3rd Party I q Am Relin $ Inn Rate % Total Int Payable $ Product (with serial number if m place equipment) Purchase 0 ton Down Pa meet Prev, Install I m 1 Interm ASP I1 H F DL $ 41708 MINIMUM MONTHLY LEASL PAYMENT (excl of apphc taxes) Price Information ❑ Adlustment Period 0—.—I A U— Arnv..na Vm.M 11 Mnc Affn 1M Monthly Base Charge 41708 Monthly Base Charge S MonthlynMeter Print Chargi. Meter I Print Charge Meter 1 Print ChPrints 8 PrintsPrints 1 + Prints I Prints $ Prints Prints Prints PrintsPrint Char a Meter 2 Print Char a Meter 2 a Print ChPrints I �$ Prints I Prints Prints $ Prints Prints Mo Mun # nt Prints Mo Min # of Prints Mo Minit oa Prints (based on Muer I Print Charges) (based on Meter 1 Print Charges) (based on Meter I Pnnt Charges) fl D.....A...A Q.mnirae I'l rest, rl n., A n Annhrarinn Software Reorder # Div Description ice Software Title kI mtial I Icense Fee Annual Rt,newal I ce mnnrl nits _ s $ Total Pnce = Total Initial I icense 1 ms = rl Trnrle-In Allnwance I coal Prmunal Pavmenl# ManWal.tilrLr Model/Serial# Allowance _ $ l otal Allowancc Applied to IWal Nlowance= $ ❑ bade in Lquip Balance ❑Pnce of Replcmnl Equip ❑ K 16 Billing Snanenslon (check 1 as required) Months alfecned ❑ June only ❑ July only ❑ August only ❑ Jura, July ❑ July August Additional Option (check all that apply) ❑ Run [xvigth Plan 01 txtd Pru.c Plan ❑ Per I our Prising ❑ 1 xlended Service Hours Descrlphon / $ mo ❑ Attached Addenda forrNf forMt Docullrola.r I ortNJ 51860 1 (08/2000) 2/7/2IX)I Pagt. S of 8 ATTACHMENT A XEROX LEASE AGREEMENT (STATE OF TEXAS) TERMS AND CONDITIONS Ibis Agreement is between XEROX CORPORA ❑ON ( Xerox') and State of Texas ( City of Denton ) TTLLrrm of this lease for Xerox Lquipmt,nt is _60_ months from date of equipment installation This lease Lan be terminated only by Lxpiration of the _60_ month period or by Customer's making all payments due and ths, performance of all of its other obligations required pursuant to thL terms of Paragraph 18 below A�Th ThL mural monthly least pnLL. is shown on the bid requisition or Xerox Order Agreement whichever is appropriate The monthly least, prict, is subject to a maximum 6% escalation (maintenanw portion only) at the option of Xerox at the beginning of each State of Texas tistal year during the term of this agreement The excess copy charge it applicable is subject to a max rnum 10% escalation at the option of XLrox under these same terms E I xcess copy charges shall be paid by Customer Customer shag report Equipment meter readings to Xerox at the end of each month if ths, copy allowance period is monthly at the Lod of each six month period if the copy allowance period is semi-annual or at the end of each lwelVL month period it the copy allowance period is annual Xerox shag have free access to the Equipment to ensure accuracy of the meter readings MeterLd unit copy Lharges shall be invoiced upon receipt of Customer s meter Lard If Customer s meter card is not timely received by XLrox the unit Lopy charges may be estimated by Xerox and invoiced accordingly until such tune as a meter reading is received Terns of payment an, Net 30 days The copy allowance is prorated during any copy allowance period that the Lquipment is installed for less than thL full allowance period based on 30-day month 180-day six month period or 360 day year In addition to any other acts or fadure to act which constitutes a default hereunder if Customer fails to pay when due any amount herem to be paid to Xerox Customer shall be in default Customer shall pay to Xerox a lair, Lharge where permitted of 1% per month of the unpaid amount due until paid or the maximum late LhargL otherwise permitted by applicable law alter the expiration of any statutordy required grace pond as part of such default at Xerox' option 3 EQUIPMENT DEFINITIONS The Equipment furnished under this lease agreement may be new remanulactured reconditioned used or currently in -place in Customer s location as specified elsewhere in this agreement 4 TRANSPORTATION, DELIVERY AND REMOVAL DLhvLry mstallausin removal and any special rigging charges as shown on the bid requisition or Xerox Order Agreement as apphcablL %hall be paid by Customer These charges are applicable to machines and accessones 9 INSTALL4TION The Fguipment shag be installed at the Installation Address shown on purchase orders The Customer shag make available at that address a place of installation that is in accordance with Xerox' installation specdications as set forth in the appropriate pages of the XLrox publication Installation Requirements for Xerox Equipment 6 EQUIPMENT TITLE A The Equipment is and shall at all tunes be and remain the sole and LxLlusive property of XLrox All replacements substitutions and repairs thereto shag become a component pan of the Equipment and title thLrLto shall lx, unmediawly vested in XLrox and shag bs, includLd under the terms hereof E Customer will not remove any ownership identification tags on the Equipment or suffer or permit any hen or encumbrancL of any kind against the Lquipment or allow it to became fixtures to real estate 7 SECURITY INTEREST XLrox shall retain title to the I quipment and any and all additions rLplaLLmLnts substitutions and repairs thereto Customer grants to XLrox a security interest in any products and proceeds of the loregoing for the purposL of securing the payments dut, hereunder and all other promisLs and obligations of Customer to XLrox arising under this Agreement Customer agreLs to sign and Lxecute at any time alone or with XLrox any financing statements or other doLuments which Xerox dLLms reasonably n"essary to protect and continue Xerox security interest under this Agreement Customer shall prevent and hold Xerox harmless against the assertions of interests or Llauns against the Equipment by third partius USE AND LOCATION OF EQUIPMENT AND RISK OF LOSS A Customer shall use the I quipment in a Lareful and proper manner and %hall not usL or deal with the Equipment in any manner which is mLonstsumt with the terms of this Agreement or any apphcabk: laws and regulations Tht, Equipment will not be misused abused wastLd or allowLd to detertoralL LxLept for ordinary wear and tear resulting from Its mtLnded uss, Xerox shall bass, the right to msp"t the Iquipmunt at any reasonable time wherever located XLrox may mark the Equipment to conspicuously show that it has an interest therem and Customer shall place no Lonfhtung marks or permit the XLrox mark to be removed or defaced E Customer shall bear risk of loss or damage to Equipment arising from CUiUOmLr s neghgenLL or intentional acts XLrox shall bL responsible for loss or damagt, to I quipment Irom all other Lauscs C ThL I quipment shall be kept at the installation address(LS) and shall not hL moved from that location without the prior written Lonsent of XLrox The Customer %hag be bablL for all casts assOLuuLd with relocation rLquLstLd by Customer and approved by XLrox ThL%L costs will include all applicable installation rLmoval and spei,tal rigging LhargLS and LhargLs for the tunL spent by a TLLhmLal ReprescntativL at thL raves in L&Lt at the timL of relocation RLmW 620/94 9 ALTERATIONS AND ATTACHMENTS Customer shall not make any alterations additions altai,hmcnts or unprovcmcnts to the 1 quipmcnt without the prior written consent of Xerox All additions alterations, attachments or improvements of whatsoever kind or nature which hix,ome permant.ntly attached to the I quipment shall belong to and become the property of Xerox 10 MAINTEN414CE A Execpt as set forth herem Xerox will without additional charges make all necessary adlustmcuts repairs and parts replaccmcnt to kccp the Lquipment in good operating condition These services will be furnished by Xerox service location nearest the installation address during Xcrox normal working hours Service after Xerox' normal working hours shall be fumishcd on an as available basis at the rates then in etrect B Xerox shall not be required to perform the services or replace parts as set forth in sub paragraph 10 A above if the Equipment IS placed in an area which violates Xerox' space or environmental requirements (as referenced in paragraph 5 above) is improperly wired moved modified damaged altered or serviced by other than employees of Xerox or if the Equipment is installed in a location where Xerox service is not available to Xerox' regular Government rental customers for that particular product C Any maintenance resulting from other than normal operations of the Equipment including Customer's fault or misuse of the Equipment will be invoiced to Customer as an additional charge 11 WARRANTY Xcrox warrants that when installed the Equipment will be in good operating condition THE WARRANTY EXPRESSED HEREIN IS EXCLUSIVE, AND IS IN LIEU OF ANY OTHER WARRANTIES EXPRESS OR IMPLII D OR STATUTORY INCLUDING BUT NOT LIMITED TO ANY IMPLII D WARRANTY OF MERCHANTABILITY OR FITNLSS FOR A PARTICULAR PURPOSF 12 LIMITATION OF REMEDIES AND DAMAGES A XEROX' SOLE AND EXCLUSIVE LIABILITY UNDER THE WARRANTY SPFCIFIED IN PARAGRAPH I AND UNDER ANY SERVICE OBI IGATION ASSUMED HERLUNDFR OR UNDLR ANY PROVISION OF THIS AGREEMENT SHALL BE TO MAKI ALL NECESSARY ADJUSTMENTS REPAIRS AND REPLACFMENTS TO MAINTAIN THE EQUIPMENT IN GOOD OPFRATING CONDITION IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF B The liability of Xerox for breach of any warranty hereunder is limited to the repair or replacement of Equipment or supplies on which the liability is based C AR other liability of Xerox with respect to arising from or in connection with this agreement or from the manufacture installation maintenance repair or use of any Equipment covered by or furnished under this agreement whether in contract or in tort or otherwise is luna d to amounts paid by Customer to Xerox pursuant to the terms hereof for the unit of Equipment or service from which the claim arose D Xerox shall not be liable for indirect incidental or consequential damages includmg but not limited to loss of use revenue or profit Remedies set forth herein are exclusive 13 FORCE D4AJEURE Xerox is excused from non performance and shall not he liable for any delay in delivery or for non delivery in whole or in pan caused by the occurrence of any contingency beyond the control of Xerox including but not Whited to work stoppages hats civil disobedu,ncc not% rcbcIhons accident cxplo%ion flood storm acts of God and similar Occurrences 14 DEFAULT If Customer shall fad to tunely pay in full any sum due under this agreement (unless Customer has properly executed its tights under the section entitled 'Funding') or if Customer tads to comply with any other term or condition of this Agreement and if such failure is not remedad by Customer within thirty (30) days after receiving written notice from Xcrox then Customer shall be in default In the event of default by Customer Xerox shall have the cumulative rights and remedies of a sccurod party under the laws of the State of Texas In addition to such remedies and not as a limitation thereof Xcrox may in the event of default declare the crave unpaid balance due hereunder immediately due and payable Xerox may take possession of Equipment Customer %hall pay all costs and cxpenscs relating to the enforcement or preservation of Xerox' rights hereunder including, but not Whited to reasonable attorncy's fees 15 SURRENDER Under expiration or early termination of this lease or upon demand made by Xcrox pursuant to paragraph 14 hereof Customer shall make the Equipment available to Xerox for removal in the same condition as when delivered to Customer reasonable wear and tear excepted at the Customer location described in paragraphs 5 and 8 Rcmoval charges are as referenced in Paragraph 4 and elsewhere in this document/bid 16 ASSI NMENT A Without the prior written consent of Xcrox Customer shall not (p assign transler or pledge this Lease the rguipment or any part thcrcol or any interest therein or (it) sublet or lend the rquipmcni or permit it to be used by anyone other than C'uxlemer or Customer s cmployei's B Xerox may assign this Lease or the 1 quipment in whole or in part to any of its wholly -owned subsidiaries without notice to Customer If Xerox wishes to assign this Lease or the Equipment to any other party Xcrox will last notify Customer and gain Customers eonw,nt Customer will assert any claim or defenses it may have against Xerox and not against any such assignee 17 FUNDING Cu%tomcr states that if is its intent to make all lease payments hercunder for the full term of this Agreement and in this regard (.o%lemer represents that the use of the 1 quipment is essential to its operations hOWLVer in the event through no action initiated by Customer its RLvi%cd 6120AA legislative body does not appropriate funds for the continuation of this Agr e;ment for any fiscal year after the Ivst hsi al year and it has not funds to continue this Agrot mcnt from other sources Customer may at the beginning of the fiscal year for which its legislattvl< body does not appropriate funds upon thirty (30) days prior written notice to Xerox return to Xerox at Customer's expense the I quipment described in this Agreement and thereupon be released of its obligations to make all further lease payments to Xerox due therealh.r if (t) the Cquipmcnt is returned to Xerox in good condition and with no encumbrance against title (u) the ton going notice states the failure of the legislative body to appropriate the necessary funds as the reason for cancellation and certifies that the canceled Equipment is not being replaced by equipment performing functions sundar to those performed by the Equipment during the next cosuing fiscal year and (m) the notice is accompanied by payment of all amounts then due to Xerox under this Agreement In the went of such non appropriation of funds and prior to electing to return the Equipment to Xerox Customer shag make a reasonable effort to find a viable assignee within Customer's general organization that can continue the contract, and advise Xerox of the results so that Xerox may process the necessary documents if Customer is successful in finding such an assignee In the went the Customer must return any I quipmcnt pursuant to the terms of this paragraph, Xerox shall retain all sums paid hereunder by Customer 18 RENEWAII. EXPIRATION OR PURCHASE A Absent renewal of this Agreement by Customer this Agreement shag expire at the end of the referenced period If allowable by the State Customer shag have the right to renew this Agreement for an additional 24 month period Upon written request by Customer Xirox agrees to turnish Customer with a new monthly lease rate for all of the Equipment subject to this Agreement such rate to be in effect for the 24-month renewal period Such rate shag be set at the discretion of Xerox except that Xerox agrees that the rate shag be lower than the rate in et%ct at the time of contract expratton Customer shag have this option of renewal provided (I) Customer shag have fulfilled all of its duties and obhgatons under this Agreement as of the time it elects to exercise such renewal option and (2) Customer gives Xerox written notice by way of a complete and correct Purchase Order covering the 24-month renewal period within sixty (60) days prior to the expiration of the original term Customer must give Xerox a purchase order covering the 24 month renewal period prior to the expiration of the ongmal lease period Within 90 days of termination of the original contract upon written request by Customer Xerox will furnish Customer with the exact rate for the ensuing 24 month renewal period If no purchase order is received by Xerox this lease will be terminated as stated above 8 If allowable by the State Customer shag have the right to purchase this Equipment during or upon expiration of this lease at a purchase price determined by Xerox Customer shag have this opportunity to purchase provided (1) Customer shag have fulfilled all of its duties and obligations under this Agreement as of the time it elects to exercise such purchase option and (2) Customer gives Xerox written notice by way of a complete and correct Purchase Order covering the purchase within sixty (60) days prior to the expiration of the original term Customer must give Xerox a purchase order covering the purchase prior to the expiration of the original lease period If no purchase order is received by Xerox this tease will be terminated as stated above 19 GENERAL (see Amendment A) Any provision of this Agreement prohibited by the laws of the State of Texas shag be ineffective to the extent of such prohibition without invandatmg the remaining provisions of this Agreement I xcept as otherwise provided heremabovc this Agreement will be governed and construed according to the domcsuc laws of the State of Tcxas aevncd 6r20m4 Xerox Total Satisfaction Guarantee "If you are not satisfied with any Xerox equipment acquired by you from Xerox (including Sales Agents and participating Dealers and Retailers), Xerox will, at your request, replace it without charge with an identical model or, at the option of Xerox, with a machine with comparable features and capabilities This guarantee will be effective for 3 years following the Equipment delivery, unless the equipment is financed by Xerox for more than 3 years, in which event it will be effective during the entire term of Xerox financing (except for certain home - office and previously -installed models which receive coverage for one year) This guarantee applies only to equipment which has been continuously maintained by Xerox or its authorized representatives under a Xerox express warranty or Xerox Maintenance agreement " Amendment A Add the following sentence at the end of Section 19 "Exclusive venue for any lawsuit to enforce the right or obligations under this lease shall be in the courts of Denton County, Texas " . � � F u 7 7'ak § % k % e k # 0 \ co � , ■