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2001-077FILE REFERENCE FORM [ 2001-077 Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials Change Order No. 1 - Ordinance No. 2003-213 07/15/03 ORDINANCE NO AN ORDINANCE AWARDING A 60 MONTH CONTRACT FOR THE LEASE OF A XEROX 2060 DIG1TAL 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 Comrmssion 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 Comnussion QISV programs at less cost than the City would expend if bidding these items mchvidually, 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 II 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, conchtions, 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 1211 That should the C~ty and persons submitting approved and accepted ~tems set forth in the referenced pumhase orders w~sh to enter ~nto a formal written agreement as a result of the C~ty's ratification of b~ds awarded by the General Services Comrmss~on, the C~ty Manager or hrs designated representaUve ~s hereby authorized to execute the written contract whmh shall be attached hereto, prowded that the written contract is m accordance w~th the terms, con&t~ons, spemfmatlons and standards contmned in the Proposal submatted to the General Services Comn~ss~on, quant~ues and specified sums contained ~n the C~ty's purchase orders, and related documents here~n approved and accepted SECTION IV That by the acceptance and approval of the above numbered ~tems set forth ~n the referenced purchase orders, the C~ty Council hereby authorizes the expenditure of funds therefor ~n the amount and in accordance w~th the approval purchase orders or pursuant to a written contract made pursuant thereto as authorized here~n SECTION V That th~s ordinance shall become effective ~mmed~ately upon ~ts passage and approval PASSED AND APPROVED thls6:~//~ day of ~ 2001 EULINE BROCK, MAYOR ATTEST JENNIFER WALTERS, C7 SECRETARY APPROVED AS TO LEGAL FORM HERB~CITY ATTORNEY BY 131 -Xero} Cor~at,on - ST PO 13 ATE OF TEXAS ORDINANCE (2 01) AGREEMENT ADDENDUM TltE DOCUM 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 02/22/2001 (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 prod by you as part of your Minimum Monthly Lease Payments or Monthly Installment Payments, as appimable 2 Other than the transfer of your payment obligation for the Services Contract Fees as stated above, the terms of the Serwces Contract shall remmn unchanged and shall in all cas~s 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 port,on 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 I)[v~ultrokcr 1 orm# Sl864 5 (10/1998) 2F//2001 Pat,[ 2 ot 8 LEASE AGREEMENT (Addlttonal Products) TI I E I)OCUM EN r COMPANY XER[ )X ' Worksheet 998627 Umt 2 Castomer Legal Name (Bfll~o) CITY OF DENTON Check all that apply Nara~ Overflow (xf eeoded) ATrN ACCTS PAYABLL [] Attached Customer P O Os Supphe,~ Luslomt. r Name (lmtull) CITY Ob DENTON [] State or l~eal Govemm~t Customer NamcOverflow(ffneexled) ATI'N ACCTS PAYABLE [nt Rate 95% Totallnt Payable $ 1199080 Installed at ~tre~t Adc~ss [] Replacement/Modification of Prior Xeroz Agr~ment Floor/Room/Routing 215 F MCKINNb. Y ST Agreement ~ovarmg Xerox FXlulpn'~nt Serial# (or 95#) Ctty ~late DENTON I'X ts hereby [] mothfied [] replaced Effecuve Date lip L~xle 76201 Lea~e Information Lease Term 60 months Custorax Requited Instil Da~ 02/01/2(]01 [] Supphes included tn Base/prret Charges [] Refm of Paor Agrmt [] Xerox 19S#) [] 3rd Party Lease Payment Inlormatlon ¢omullme Serwces ~1. _ Price Information [] A~luatment Period Monthly Base Chasge~ ; 1 074 18 Moolhly Base Char[lc ; Monthly Base Charge $ Pant Charge Meter I ~ Pllnt Charge Meter 1 ~ Print Charge Meter 1 Prim Charge Meter 2' ~ Plnnt Charge Meter 2 ~ Print Chasge Meter 2 [] [] Cash [] Fmd [] Application Software [] Trade In Allowance l~mal Pnnctpal Paytrent# [] K-16 Billing Additional Options {che~k ~11 that apply) (check 1 as reqtared) [] Per Foot Pricing [] Jtltle girly Deserl[~lOll Fl stayo~y ~Alteched ^~"'~' TotelAllowance= [] ^ugustouly forreg 51860 i fo~. Total Allowance Applied lo [] IYade In Eqtap Balance [] Jtule July []PrlceofReplcrml Fxttap [ [] July August I)o~uBrokcr t orn~ 51860 I (08/2000) 2/7/2001 Page t gl 8 AGREEMENT ADDENDUM 'Fill,, I)O{~UMI~,NT COMPANY XER()X ADDENDUM TO FINANCE PROFESSIONAL SERVICES CONTRACT FEES Thts 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 m the Agreement I 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 $ 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 prod 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 m all cases control your and Xerox' rights as to the provision of the underlying Professional Servtees In addition, you agree to make all payments under the Agreement related to the Services Contract Fees regardless of your behef as to the manner m which the Professional Services were provided (and, as such, will pursue any dispute you have in this regard separate and apart from your un¢ondmonal obligation to pay the Services Contract Fees as part of the Agreement) 3 If you breach any of your obhgatlons regarding the Serwces Contract, the Agreement, or this Addendum, any remaining portion of the Services Contract Fees shall become Immed~ately 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 LEASE AGREEMENT (Addlttonal Products) TIll~, l)o(:tJMl~ N F COMPANY I XER( ]X Worksheet 998627 Umt 3 Ctmtomer Legal Name (Bdl to) CITY OF DEN FON Check all t~t apply Na~ Overflow (ff ~) A~ AC~ PAY~LL ~ Anach~ Cm~r P O ~ ~u~ltcs C~to~r Na~ (lmtall) CI~ OF DEN ~N ~ State ~ ~al Gov~t Cmlo~r Na~Overflow(ff~) Iht Rate 95% rolal Iht ~yable $ 3511 20 l~tall~ at S~t Ad.ss ~ Replacemen~fication of ~ior Xerox Agreement light.outing 215 E MCKINNFY ~T A~nt ~venng X~mx l~mp~nt SenalO (~ 95~) Cay State DENON ~ ts hereby ~ ~ft~ ~ rcpla~ bff~uve Date /tp Ct~ 76201- ~ I~o~atmn ~ ~ D~ ~1~1 ~ bushes mcl~ m 15as~mt Ch~gcs ~ Rcfin of ~ Agr~ ~ Xcmx 1950) ~ 3~ P~ty I q Information (w~ S~lal n~ ff m pla~ ~mp~nt) Op~ ~y~nt Imlall Intern AS~I ~p~ S II~HB~OLDER $ 417 ~ MINIMUM MONTHLY LEAS~ PAYMENT (excl of a~lt~ lax~} Price lnfo~ation ~ A~[ustment Period M~lhl~ Base Ch~e ; 41708 M~y B~ ~e $ M~m~ly Base C~[e ~nt Ch~ Met~ I ~ ~nt Charge Meter I ~ ~mt Ch~$e Meter 1 ~ml Lharge Meter 2 ~ ~nt Charge Meter 2 ~ ~mt L~rge Meter 2 ~ Purchased Su s ~ Cash ~ hn d ~ Application Software R~rder ~ Qty I O~pll~ ~ Software Title lmtml [ i~me F~ ~1 R~newal $ $ ~ Trade-ln Allowance ~ mai ~mc~pal l~y~ntO ~ K 16 Bfihng Additional Options (ch~k all thai (c~k I as r~mred) ~ I%r I ~ ~cmg l~al ~lowa~c = ~ Augmt ~y for~ [olal ~lowance A~Ii~ Io ~ lradc In ~mp Balan~ ~ j~ I)ocuBrokcr I orm~ 51860 I (08/2000) 2/7/2001 Page 5 ol 8 ATTACHMENT A XEROX LEASE AGREEMENT (STATE OF TEXAS) TERMS AND CONDITIONS llns Agr~lll~nl is Ignwoen XEROX CORPORA lION ( X~q'ox ') sod State of Texas ( CRy of Denton ) TERM Term el thts lease for Xerox cqmpmcnt ts _60__ months from date et cqutpment mstaHauon Thts lease can be terminated only by cxptratton el the _60._._ month period or by Customer's making aH payments due and thc performance of aH of tls other obligations roqum~'d pursuant to thc terms of Paragraph 18 below PRICE A Th~ unual monthly least, price ts shown on tho btd reqmsttton or Xerox Order Agreement whichever ts appropriate The mommy lease price ts subject to a maxanum 6% escalatton (mamtunanc¢ portton only) at tho optton et Xerox at the begummg of each State of Texas t~scal year during the term of thts agreement The excess copy charge ti apphcable ts subJeCt to a maxunum 10% escalation at the option of Xerox under these same terms B t acess copy charges shall be pard by Customer Customer shall report Equipment met¢.r readings to Xerox at the end of each month d' thc copy allowance ported ts monthly at the t,nd of each s~x month period fl' the copy allowance pelted ts sorer-annual or at tho end of each twelve month period tt the. copy allowance permd ts annual Xerox shall have free access to the Equipment to ensure accuracy of the meter readings Metered umt copy charges shall be mvoteed upon recetpt of Customer s meter card If Customer s motor card ts not tanoly recetved by Xerox the unit copy charges may be estanatod by Xerox and invoiced accordingly untd such tune as a meter reading is received Terms of payment arc Net 30 days The copy allowance ts prorated during any copy allowance period that the t~qutpment ts mstahed for leas than thc full allowance ported based on 30-day month 180-day slx month period or 360 day year In addtiIon to any other acts or fadure to act whtch constttutes a detault hereunder ti' Customer fails to pay when duc any amount berem to be pard to Xerox Customer shah be m default Customer shall pay to Xerox a la0,, charge where permttted of 1% per month et the unpeM amount due until paid or the maxanum late charge othorwtse permtited by apphcable law alter tho expu'alton el any statutonly reqmred grace period as part of snch default at Xerox' option The Equipment turntsbed under thts lease agreement may be new remanulactured recondtttoned used or currently m-place m Custom~.r s location as speetiled elsewhere m thts agreement TRANSPORTATION. DELIVERY AND REMOVAL Dehwry installation removal and any speetsl rigging charges as shown on the bid requtsluon or Xerox Order Agreement as apphcabL shall be paid by Customer These charges are appheable to machines and accessories INSTALLATION The Fqmpmem shall he restarted at the lnstallatton Address shown on purchase orders The Customer shall make av~able at that address a place et mstallatton that ts m accordance wtth Xerox' installation spec~ficattoes as set forth m the appropriate pages of the Xerox pehhcat:on Installation Requirements tot Xerox Equipment A The Eqmpmant ts and qhall at aH tunes be and remain the sole and t. xcluslve property of Xerox All replacements substltutmns and repaa's thereto shall be, come a component part of the Eqmpmem and tttle thereto shall Ix. unmedtatcly vested m Xt,rox and shah bc included under the terms hereof B Customer will not remove any ownership tdemdicatmn tags on the Equipment or suffer or permit any hen or encumbrance of any kind against the Lqmpmem or allow It to become llxtures to real estate Xerox shall retain title to tho ! qulpmom and any and all addltlOes rcplaccmcms suhsttiUtlOes and repau's thereto Customer grants to Xerox a securtiy thterest m any products and proceeds of the Ioregomg tot the purpose el securing the payments duc hereunder and all other peomlscs and obhgauoes of Customer to Xerox arising under thts Agreement Customt,r agrees to sign and execute at any tune alone or wtth Xerox any financing statements or other documents whtch Xerox deems reasonably necessary to protect and commee Xerox security unerest under thts Agreement Customer shall prevent and hold Xerox harmless against the assertions of interests or cleans against the Eqmpmem by thud parttcs USE AND LOCATION OF EOUIPMENT AND RISK OF LOSS A Customer shah use the [ qmpment m a careful and proper manner and shall not us~ or deal wgth the F2qmpment m any manner whtch ts mconstsmnt with the terms of thts Agreement or any apphcable laws and regulattons Thc l~xlmpment wtll not be mtsused abused wasted or allowed to deteriorate except for ordinary wear and tear resulting from as intended usc Xerox shall have the right to mslx,ct the 14utpmcnt at any reasonable tune wherever located Xerox may mark the Eqmpmcm to conspicuously show that a has an interest thereto and Lustomcr shall place no conflicting marks or permtt the Xerox mark to be removed or defaced B Lustomur shall bear task el loss or damage to Egmpmem arising from Customer s neghgencc or intentional acts Xerox shall responsible Ior loss or damage to I qulpmem Item aU other causes C Thc I qmpmant shall he kept at the installation address(cs) and shall not M. moved lrom that location without the poor wmten consent et Xerox The Customer shah be habit tot aH costs aasoctal~d with relocation requested by Customer and approved by Xerox Thc% costs wtll include aH apphcable installation r~moval and spectal rigging chargt.s and charg~.s lot the tune spent by a Tcchntcal Representauvc at thc rates m ct'feet at the tune el relocation Revised 6]20/94 9 ALTERATIONS AND ATTACHMENTS Customer shall not make any alturatloas additions attachments or unprow, mt.nts to Iht. I qmpmt.nt without th~. prior wnl't,~n con%et ut Xerox All addltlOas alterations, attachments or unprovcments ut whatsoever kind or nature which be~om~, pcrmant, ntly attached to thc [ qmpment shall belong to and bexome th~. property el Xerox A Exct~pt as mt forth bemm Xerox will w~thout addltmnal charges make all nect.asary adjustments repairs and parts mplaccmt,nt to kccp the Lqmpment m good operating condition These services wdl be lurntsbed by Xerox sarvlct, locauon nearest the installation address Ciurmg Xc`rox normal working hours Service atler Xerox' normal working houm shah be furntsht.d on an as available basts at the rates then m effect B Xerox shall not be reqmred to pertorm the services or replace parts as set torth m sub paragraph Ill A above if the Equipment ts placed m an area which violates Xerox' space or envu. onmental requwements (as mterenced m paragraph 5 above) ts mproperly wired moved muddled damaged altered or serviced by other than employees of Xerox or ff the Equipment ts installed m a Iocatmn where Xerox sen, me ts not available to Xerox' regular Government rental customers tor that particular product C Any mamtanance resaltmg from other than normal opcrauons of the Equipment including Customer's fault or misuse ut thc Eqmpmcnt will be mvmced to Customer as an addttlonal charge 11 WARRANTY Xc`rox warrants that when installed the Equipment wdl be m good operating condition THF WARRANTY EXPRESSED HERIqN IS EXCLUSIVL AND IS IN LIEU OF ANY OTHER WARRANTIES EXPRESS OR IMPLIt D OR STATUTORY INCLUDING BUT NOT LIMITED TO ANY IMPLII D WARRANTY O}' MERCHANTABILITY OR FITNLSS I~OR A PARTICULAR PURPOSF 12 LIMITATION OF REMEDIES AND DAMAGES A XEROX' SOLE AND EXCLUSIVE LIABILITY UNDER THE WARRANTY SPFCIFIED IN PARAGRAPH l I AND UNDER ANY M~RVICE OBI IGATION ASSUMED HERLUNDFR OR UNDLR ANY PROVISION OF THIS AGREEMUNT SHALL BE TO MAKI ALL NECESSARY ADJUSTMENTS REPAIRS AND REPLACFMENTS TO MAINTAIN THE EQUIPMI~NT IN GOOD OPbRATING CONDITION IN ACCORDANCE WITH THE TERMS AND CONDITIONS HEREOF B The habthty ut Xerox for breach of any warranty hereunder ts lnmted to tht~ repan' or replacemt.nt of Equipment or supphes on which thc hab~ty ts based C All other hab~hty of Xerox with respect to arising trom or m connection w~th this agreement or from the manufacture installation maintenance repaff or use el any Equlpmmt covered by or furmshed under this agreement whether m contract or m tort or otherwise is hmttcd to amounts pa~d by Customer to Xerox pursuant to the terms hereof for the unit of Equipment or service from which the clam arose D Xerox shall not be liable for mduact incidental or conaxtuentlal damages u~ludmg but not lunued to loss of use revenue or protlt Remedies set forth hereto are exclusive is F_O.R.CF,,.M&IF, IJI~ Xerox ts excused from non performance and shall not be hable for any delay m dehvary or for non dehvery m whole or m part cansed by thc occurreacc ut any contingency beyond the control ut Xerox including hut not lumted to work ~toppegc`s tu'~.s clvtl d~sohedlcncc riots rc~lhons accident ~.xploslon tlood storm acts ut God and smflar o~.currenc~.s If Customt.r shall fad to tmely pay m full any sum duc under this agreement (unless Customer has properly executed its rights under thc %etlon entitled 'l~mdmg ') or ff Customt.r lads to comply with any other term or condition el this Agreement and ff such failure ts not rcmcdlt.d by Customc. r within thirty (30) days at~r r~elvmg wnttm notice from Xt.rnx then Customer shall be m dcfanlt In the event of detault by Castom~.r Xerox shall have the cumulative rights and remedies of a %cured party under the laws of the State ut Texas In addition to such remedu~s md not as a lnnltanon thereof Xcrnx may m thc ~.vont of delault declare thc entire unpaid balance due bereunder unmedmtely duc and payable Xerox may take po~se~lon of Equtpmant Customer shall pay all costs and expenses relating to the c`nforeemmt or pr~.s~rvat~on ut Xt.rox' rights hereunder including, hut not bruited to reasonable attorm.y's fees Under expu'atlon or early termination of this lease or upon demand made by Xerox pursuant to paragraph 14 hereo! Customer shall make thc, Fqulpment available to Xerox for removal m the same condition as when dehvered to Customer reasonable wear and tear excepted at the Customer location do~nbed m paragraphs 5 and 8 R~.moval charges are as referenced m Paragraph 4 and elsewhere m this document/bid A Without the prmr written conmnt el X~.rox Custom~.r shall not (0 assign transit* or pledge this Lease the Fqmpment or any part thereof or any mtcrest thereto or (el ~ublet or lend the Fqmpmcnt or permit it to he used by anyone other than Customer or Customer s employees B Xerox may assign this I.eas~ or Iht. l qmpmmt m whole or m part to any el Its wholly-owned subsidiaries without notice to Cestomcr If Xerox wishes to assign this Lease or Iht. Equipment to any otht;r party Xcrex will tn'st notify Customer and gain Customer s con%et Castomcr will assert any clam or detenses it may have against Xerox and not against any such assignee 17 FUNDING Customer states that it ts Its intent to makt. all lease payments hereunder tot thc lull term ut this Agrecmc,nt and m th~s regard Customer rcprc,~.nts that the use el the I qmpmmt ts cs~ntlal to ~ts operations howcwr m thc ~vc,nt through no acuon mmated by Customer as legislative body does not appropriate lands lot tbe contmuauon of thts Agr~.ement tor uny Il%al y~.ar alter the Itr~t l~al year and it has not lunds to ~.OntlnUe thts Agret, m~.nt from other sources Customer may at the begtnnmg ol the ll~al y~ar/or wha, h lt~ legtslatlv~ body do~.s not appropriate funds upon thirty (30) days prior written notice to Xerox return to Xerox at Cu~tomer'~ expense the I qmpraant des/.nbod tn this Agreement and thereupon be released of its obhgatlons to make ail lurtber lease paymt, nts to X~,rox duc thereal~,¢.r if 0) the Fxlmpm~nt is returned to X~rox tn good condition and with no encumbrance against title (u) the tort~gomg notice states the farlure of the leg~slative body to appropriate the necessary funds as the reason for euncnilanon und certfiles that the canceled Equipment ts not bemg replaced by equipment performmg functions sanflm' to those performed by the Equipment during the next ~nsutng final year und (m) the notice ts accompunled by payment of ail amounts then due to Xerox under th~s Agreemnm In the cvent ol such non apprepriattnn of funds und prmr to t.lectmg to return the Equipment to Xerox Customer shall mako a reasonable effort to l'tnd a v~able assignee within Customer's general orgunlzattnn that can contmee the contract, und adv~so Xerox of the results so that Xerox may process the neeesaary documents ~f Customer ~s successful tn f'mdmg such an assignee In the t~vent the Lustomer must return any I qmpmt.nt pursuant to the terms of th~s paragraph, Xerox shall retam all sums paid hereunder by Customer 18 RENEWAL. EXPIRATION OR PURCHASE A Absent renewal of th~s Agreement by Customer th~s Agreement shall ~xpu'e at the end of the referenced parred If allowable by the State Lustomer shall have the right to renew th~s Agreement lot un additional 24 month parred Upon written request by Customer X~rox agrees to turmsh Customer with a new monthly lease rata ~or all of the Equipment subject to th~s Agreement such rate to be m effect for the 24-month renewal period Such rate ~hail be set at the discretion of Xerox except that X~rox agrees that the rate shall be lower thun tbe rate m effect at th~ tune of contract expiration Customer shall have this option of renewal provided (1) Customer shall have tulffiled all of ~ts duties and obligations under this Agreement as of the tune it elects to exercise such renewal option and (2) Custemor g~ves Xerox written notice by way of a complete und correct Purchase Order covering the 24-month renewal period within sixty (60) days prmr to the expiration ot the Orlgma! term Customer must give Xerox a purchase order covering the 24 month renewal period prior to the uxpu'auon of the original lease period Wtthm 90 days of termtnattnn of the original contra~t upon written request by Customer Xerox w,ll furmsh Customer with the exact rate tot the ensumg 24 month renewal parred If no purchase order ,s received by Xerox th~s lease will he terminated as stated above B If allowable by the State Customer shall have the right to purchase thts Equipment during or upon expu'attnn of thts lease at a purchase price determmed by Xerox Customer shall have th,a opportumty to purchase prowded (1) Customer shall have fulfilled all of tls duties und obhgattnns under th,s Agreement as of the tune it elects to exercise such purchase option and (2) Custemer gives Xerox written notice by way of a complete and correct Purchase Order covering the purchase w~thm s'xty (60) day~ prior to the axpe'at~on of thc origmal term Customer must give Xerox a purchas~ order covermg the purchase prior to the expu'anon oi thc original lease period If no purchase order ts received by Xerox tilts lease w~il be terminated as ~tatcd above 19 GENERAL (~ Amnndment A{ Any provision of th~s Agreement prohibited by the laws of tho State of Texas shall be ineffective to the extent of such prohibition without tnvahdatmg the remaining prow~lons ol this Agreement I xcept as otherwise provided hbretnabevc this Agreemcm wdl be governed and construed according to the domcqtlc laws ol thc State of T~xas Xerox Total Sattsfactton 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 certmn 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"