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2000-113NOTE Change Order #2 - Ordinance No NOTE Change Order #3 - Ordinance No NOTE Change Order #5 - Ordinance No NOTE Change Order #6 - Ordinance No 2000-444 2001-156 2001-284 2002-061. ORDINANCE NO AN ORDINANCE AWARDING A CONTRACT FOR THE LEASE OF DESKTOP PC'S, NOTEBOOKS SOFTWARE AND PERIPHERALS AS AWARDED BY THE STATE OF TEXAS GENERAL SERVICES COMMISSION, DEPARTMENT OF INFORMATION SERVICES (DIR), PROVIDiNG FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE (PURCHASE ORDER 03628 TO DELL FINANCIAL SERVICES IN THE AMOUNT OF $157,233 PER 6 MONTH FOR A TOTAL AMOUNT OF $943,398 INCLUDING 36 MONTHS LEASE FINANCING) WHEREAS, pursuant to Resolution 92-019, the State Purchasing General Services Commtsmon has sohc~ted, recetved and tabulated compet~ttve b~ds for the purchase of necessary materials, eqmpment, supphes or servmes m accordance vath 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 hereto described materials, equipment, supphes or servmes can be purchased by the C~ty through the General Serwces Commmmon programs at less cost than the City would expend if b~dd~ng these ttems mdtvtdually, and WHEREAS, the C~ty Cotmcfl has proxaded tn the Ctty Budget for the appropriation of funds to be used for the purchase of the materials, eqmpment, supphes or servmes approved and accepted herein, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the numbered items tn the following numbered purchase order for materials, eqmpment, supphes, or servmes, shown in the "Purchase Orders" hsted hereon, and on file in the office of the Purchasing Agent, are hereby approved PURCHASE ORDER VENDOR AMOUNT 03628 Dell Ftnanctal Services $157,233 SECTION II That by the acceptance and approval of the above numbered ttems set forth tn the attached purchase orders, the C~ty accepts the offer of the persons submitting the b~ds to the General Servmes Commmmon for such ttems and agrees to purchase the materials, eqmpment, supphes or servmes ~n accordance wtth the terms, condtttons, speclficattons, standards, quant~tms and for the specffied sums contatned tn the bid documents and related documents filed w~th the General Services Comm~smon, and the purchase orders issued by the City SECTION III That should the C~ty and persons subm~ttmg approved and accepted ~tems set forth ~n the attached purchase orders w~sh to enter into a formal written agreement as a result of the C~ty's ratfficat~on of bids awarded by the General Services Commission, the City Manager or his designated representative is hereby authonzed to execute the written contract whmh shall be substantially the same as attached hereto, provided that the written contract ~s m accordance w~th the terms, conditions, specfficat~ons and standards contained m the Proposal subrmtted to the General Services Conumss~on, quantities and specified sums conttuned ~n the C~ty's purchase orders, and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the above numbered ~tems set forth ~n the attached purchase orders, the C~ty Counml hereby authorizes the expenditure of funds therefor ~n the amount and m accordance w~th the approved purchase orders or pursuant to a written contract made pursuant thereto as authorized herein SECTION V That tins ordinance shall become effective ~mmed~ately upon its passage and approval PASSED AND APPROVED th,s c~/~'~/~ day of ~ff~ , 2000 JA~I~ILLER, MAYOR ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS TO LEGAL FORM HERB~~ATTORNEY ATTACHMENT 1 o (DO un O O O © 0 0 0 0 0 o 0 o 0 0 0 0 cO 0 0 DIR l~ell Lea~ Agreement http//www d~r state tx us/busops/serwce_contracts/dell_lease htm State of Texas Dell Financial Services Master Lease Agreement The Department of Information Resoumes has a Master Lease Agreement with Dell Financ~al Services (DFS) Dell F~nanc~al Services ~s the leasing company for Dell Corporation WHO CAN PARTICIPATE. All state agencies, inst~tut~ons of higher educahon and local government ent~t~es may lease through the Master Lease Agreement, or pumhase through DIR's contract w~th Dell Marketing, L P WHAT IS AVAILABLE. At DFS' option, it may offer non-Dell branded eqmpment through the Master Lease ~.greement Any equipment sold by Dell Marketing, L P ~s available for lease through the Master Lease Agreement SHOULD I LEASE OR PURCHASE. Before dec~dmg whether to lease or purchase ~nformabon technology ~qmpment, we recommend you read "Lease vs Purchase, Guldehnes for Lease vs Purchase of Information 1'echnoiog~es, published by DIR m May, 1998 "The pubhcat~on can be accessed at httD//www d~r state tx.us/TiC/ DOCUMENTS. =lease note that these documents are in pdf format and will reqmre the Adobe Acrobat Reader to wew Th~s wewer s available free at htto./~vww.adobe com/orodmdex/acrebat/readster).html Master Lease Aareement Amendment No. 1 dated Aon115. 1999 Amendment No. 2 dated November 5. 1999 Amendment No 3 dated January 28. 2000 True Lease Schedule. Certificate of Acceptance. Mumc~oal Certificate and Incumbency Certificate DFS Casualty Value Schedule Please read each of the documents carefully and ask your legal counsel to provide adwce on your nghts and respons~b~hbes under the Master Lease Agreement and the DFS True Lease Schedule If you lease equipment through DIR'a Master Lease Agreement with DFS, you accept the terms and conditions of the Master Lease Agreement, aa, we aa the terms and cond t one of the DFS True Lease Schedule, which w~ll be s~gned by you las lessee and DFS as Lessor Although DIR ~s a party to the Master Lease Agreement, tt ~s not a party to the DFS True Lease Schedule HOW TO PARTICIPATE. If you are ~nterasted ~n leasing, please contact DIR (see contact reformation below) to d~scuss the equipment you may want to lease DIR will obtain a quote from the manufacturer and prowde the ~nformat~on to DFS for calculation of the lease rate factor to be charged as rent under the DFS True Lease Schedule The lease rate factor will ~nclude DFS' recovery of the cost of the eqmpment, ~ts cost of funding and overhead, and DIR's administrahve fee, which is presently 2% of the total lease amount We w~ll then forward the lease rate factor calculation to you for consideration You may contact DIR or DFS with questions about the lease rate factor If you lease through the Master Lease Agreement, you w~ll execute a DFS True Lease Schedule Upon receipt and acceptance of the equipment, you will also execute a Certtflcata of Acceptance Under the terms of the Master Lease Agreement, you w~ll ~ssue to DFS a purchase order for the rent ~nd~cated on the DFS True Lease Schedu a CONTACTINFORMATION. DIR State Contract Administrator Dell Financ~al Serv;ces Contact Stephame Cane Dawd Lynn steohanie.cano~d~r state.tx4j~ Dawd Lvnn~us.dell com (512) 475-2003, voice (817) 236-8269, voice (512) 475-4759, fax (817) 485-4344, fax Fmanctal Servtces 140 MASTER LEASE AGREEMENT This Master Lease Agreement dated and effective as of . between Dell Financial Services L P with its principal office One Dell Way SPI Round Rock Texas 78682 (the Lessor ) and with Its principal office at (tho Lessee ) TERM8 AND CONDITION8 Definitions. Asset(s) All of the personal properiy Including hardware software or licensed products services and/or maintenance listed on any Schedule When Asset(s) refers to software licensed {0 Lessee it shall be understood that said software shall continue to be owned by licensor as set forth in the applicable soflware license Commencement Date The date(s) Lessee s obligation {0 pay Rent begins which will be the delivery date for each Asset Initial Schedule Term The period initially agreed to constgute the lease period es set forth In the Schedule Schedule Term For eaeh Schedule shall Include the Inlgal Schedule Term and any Renewal Schedule Terms Renewal Schedule Term Any period subsequent to the Inlgal Schedule Term Rent The payment by Lessee {o Lessor of money for the lease 0~' the Asset(s) covareb hy the Schedule Schedule The document enffiled True Lease Schedule specifying the Asset(s) Rent payments casueRy values Lessors costs and other information 2 Schedules. described in each Schedule Each Schedule constitutes s separately assignable agreemen~ between the parties and ~ncerporates ~n full the terms and conditions of this deliver either (i) an A¢ceplance Certificaie In the form of Exhibit A hereto for the Asset(s) or (il) written notification of any defects in the Asset(s) If Lessee has not given notice within ouch time peNod the Asset(a) shall be conclusively deemed accepted Warranties Quiet Enjoyment and Dlsolalmer Indemnity (a) Lessor warrants that provided Lessee is not In default Lessor wltl not Interfere with Lessee s quiet use and enjoyment of the Asset(s) (b) EXCEPT FOR THE PROVISIONS OF 6(a) ABOVE WITH REGARD TO THE ASSET(S) LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND INCLUDING WITHOUT LIMITATION THOSE OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR USE OF CONDITION PERFORMANCE SUITABILITY OR DESIGN OR CONFORMITY TO ANY LAW RULE REGULATION AGREEMENT OR SPECIFICATION OR OF INFRINGEMENT OF ANY PATENT TRADE SECRET TRADEMARK COPYRIGHT OR OTHER INTANGIBLE PROPERTY RIGHT Lessor shall have no Ilabilgy to Lessee nor any other par/y~ nor shall Lessee abate payments for any loss olalm or damage of any nature caused or alleged to be caused dlrecgy Indirectly incidentally or consequentially by the Asset(s} any Inadequacy thereof deficiency or defect therein (whether known or knowable by Lessor) by any incident whatsoever arising in cormeotlon therewith whether irt strict liabllfiy or otherwise or in any way related to or arising out of this Master Lease Agreement or any Schedule (c) Except as may dlreotly result from Lessor S gross negllgenoe or willful mlsoonduc~ Lessee hereby indemnlhes Lessor and its Assignee(s) against and holds them harmless from any and all olelms including oourt coat8 and attorrleys fees arising out of this Master Lease Agreement any Schedule or the Asset(s) Inoludlng without limitation the manufaoture selection purohese license delivery possession use operation control maintenance Infringement of any patent trade secret trademark copyright or other intangible property right or personal injury or death arising In strict liability breech of warranty or negligence In addlgon Lessee hereby Indemnifies Lessor and Its Assignee(s) for any loss or damages incurred (including without limgatlon loss of anticipated yield) Lessee s obligations hereunder shall survive the expiration of the Master Lease Agreement and the Schedule(s) Risk of Loes (a) Commencing upon delivery and continuing throughout the Schedule Term Lessee shell bear the entire risk of loss wgh resgec~ ~o any Asset damage destrucfion ides theft Or goverrtmental taking whether partial or complete for any reason No event of loss shall relieve Lessee of its obligation to pay Rent under any Sohedule (b) If any Asset is damaged Leases shall promptly notify Lessor and at Lessee s expense within 60 days of such damage cause to be made such repairs as are necessary to return such Item to its previous condlgon (c) tn the event ar~y Asset is destroyed damaged beyond repair [DSt stolen or taken by governmental action for · stated period extending beyond the term of any Schedule (an Event of Loss ) Lessee shad promptly notify Lessor and pay to Lessor on the next Rent payment date following such Event of Loss an amount eflual to the Cas[~afiy Value for the Asset suffering the Event of Loss then in effect as set forth on the Schedule After payment of such Casualty Value and all Rent and o~her amounts due and owing on and before such Rent payment date Lessees obligation to pay further Rent allocable to the Asset which suffered the Event Of Loss shall oease After reoelpt of such Casualty Value by Lessor or ds assigns Lessee shall be entitled to receive any (d) insurance or other recovery received by Lessor or lis assigns in connection with such Event of Loss and the Asset(s) for which such Casualty Value was received shell be conveyed to Lessee AS IS WHERE iS and free and clear of ag liens end encumbrances created by or arising through Lessor but otherwise WITHOUT FURTHER WARRANTY (EXPRESS OR IMPLIED) WHATSOEVER INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PURPOSE OR USE In the eVelR of a governmental taking of an Asset for an IndeflnlM period or for a stated period which does not extend beyond the Schedule Term all obligations of the Lessee with respe~ to such Asset (InobJdlng payment of Rent) shall continue So long es Lessee is not In default hereunder Lessor shag pay to Lessee all sums re~elved by Lessor from the government by reason of such taking Lessee at its expense shag maintain fire and extended coverage Insurance against loss theft damage or destruction of the Asset(s) in an amount not leas then the Casualty Value of the Asset(s) Lessee shag further at Its expense provide and maintain comprehensive pubgc Ilabgqy insurance In an amount of $1 000 000 per occurrence against claims for bodily Injury death and/or property damage arising out of the use ownership possession operation or condition of the Asset(s) together wqh such other insurance aa may be required by law which names Lessee as an insured and Lessor and its assign(s) as additional insureds as their respective interest may such pogcy Each policy of property damage insurance shall name Lessor and its assign(s) as loss payees and shall state that all claims thereunder shag be payable to such party(lea) irrespective of any breach of warranty or other ecl or omission of Lessee Each insurance policy shag be with an ~nsurance carrier licensed to provide the insurance required herein in the states where the Assal(s) are located Lessee hereby appoints Lessor es Lessee s attorney in fact upon Lessee s failure to act promptly In any manner with regard to any c~alm ~o make proof of Ices end claim for insurance to make adjustments with Insurers and to receive payment of and execute or coverage Is in effect or If Lessor consents that Lessee is self Insured Lessee s liability for loss under Section 10 shall not be diminished by any Insurance payment less than the actual amount df the loss 12 Surrender of Asaet(a) (a) On the last day of the Schedule Term Lessee shall return the Asset(s) to Lessor in good repair condition and worktng order ordinary wear end tear alone excepted at the location specified by Lessor Lessee shag arrange end pay for de:nstallation and packing in accordance with the manufacturers specifications and for Insured transportafion such insurance coverage to be not less than the Asset(s) Casualty Value last in effect Lessee shall et its expense Cause each Asset to be repaired as necessary to conform to the foregoing return condblons (b) If on the last day of the Schedule Term Lessee shall fall to return to Lessor any Asset listed on the Schedule Lessee shall be treated es a holdover tenant for all of the Asset(s) listed on the Schedule for a Renewal Schedule Term In accordance with Section 3(b) above and shall continue to pay Rent in the amount set forth In the Sahedule for all Asset(s) This provision shall continue for periods beyond the first such renewal term In no event may Lessee avoid the affect of this provision by returning lees than all Asset(s) listed on any Schedule or by returning substitute assets unless Lessor in ds sole discretion shall expressly agree In writing (c) This Section shall not derogate from Lessor s right to be exercised in Its sole discretion to obtain return of all Asset(s) on the last day of any Schedule Term or to declare an Event of Default for any failure of Lessee to so return the Asset(s) (e) To the best of Lessee s knowledge and belief there are no suits or proceedings pending or threatened against or affecting Lessee which if determined 14 DefauU and Remedies (a) The occurrence of any of the fogowlng events shall constitute an event of defaul~ ( Event of Default ) under s Schedule ti) nonpayment by Lessee of Rani or any other sum payable by Its due date (il) failure by Lessee to perform or observe any ether term covenant or condglon of this Master Lease Agreement any Schedule or any applicable software license agreement which Is not cured within ten (10) days after notice thereof from Lessor (ill} Insolvency by Lessee (iv) Lessees filing of any proceedings commencing bankruptcy or the filing of any involuntary petition against Lessee or the appointment of any receiver fiot dismissed within sixty (fi0) days from the date of said figng or appointment tv) subjection of a substanfial part of Lessee s property or any part of the AsSet(s) to any levy seizure asslgnmen~ or sale for or by any creditor or governmental agency (vi) any representation or warranty made by Lessee in this Master Lease Agreement any Schedule or In any document furnished by Lessee to Lessor in connection therewith or with Ihs acquisition or asa of the Asset(s) ~hall be untrue in any material respect er (vii} a lermlnaSon of any applicable software license agreement (b) Upon the oocurrence of an Event of Default and at any time thereafter Lessor may in its sole discretion do any one or more of the following (I) By nofice to Lessee terminate any or all Schedules (Ii) Proceed by appropriate court action to enforce the performance of the terms of the Schedule and/or recover damages Including all of Lessers eoonomlc loss for the breach thereof (ill) Whether or not the Schedule Is terminated upon notice to Lessee take possesaion~of the Asset(s) wherever located wllhoul demand liability court order or other process of law and for such purposes Lessee hereby authorizes Lessor Its assigns or the agents of either to enter upon the premises where such Asset(s) ere located or cause Lessee and Lessee hereby agrees to return such Asset(s) to Lessor in aQcordance with the requirements of Section 12 hereof (iv) By notice to Lessee and lo the extent permitted by law declare Immediately due and payable and recover from Lessee as liquidated damages and not as a penalty the sum of (a) the present value of the Rent owed from the earlier of the date of payment by Lessee or the date Lessor obtains a Judgment against Lessee until the end of the Schedule Term plus if the Assets are not returned to or repossessed by Lessor the prese~lt value of the estimated in place fair market value of the Assets at the end of the Schedule Term as determined by Lessor each discounted at a rate of four percent (4%) per annum (b) all Rent and other amounts due and payable on or before Ihs earlier of the date of payment by Lessee or the date Lessor obtains a Judgment against Lessee and (c) costs fees (including all attorneys fees and court costs) expenses end (d) interest on (a) and (b) from the date of default at I 112% per month or portion thereof (or the highest rate allowable by law If less) and on (c) from the date Lessor incurs such fees costs or expenses (c) Upon returh Or repossession of the Asset(s) Lessor may if It so deQIdes in its sole dlscrahon use reasonable efforts to sell re lease or otherWise dispose of such Asset(s) ir~ such manner and upon such terms aa Lessor may determine in I[s sole discretion (the amount If any which Lessor certifies [t obtained through re~tarke~ing shall be conclusively presumed ~o be the Asset(s) fair market value) with or without notice to Lessee which notice Lessee hereby waives Lessee waives any rights now Or hereafter conferred by statute or otherwise which may require Lessor te sell license or otherwise use any of the Assets in flllggation of Lessors damages or which may othei~/Ise llmfi or modify any of Lessors rights or remedies Upon disposlPon of the Asset(s) Lessor shall credit the Net Proceeds (as defined below) to {he damages paid er payable by Lessee Proceeds upon sale of the Asset(s) shall be the sale price paid ~o Lessor less the Casualty Value In effeo~ as of the date of default Proceeds upon a re lease of the Asset(s) shall be all rents to be received for a term not to exceed the remaining Schedule Term dlsoounted to present value as of the commencement date of the re lease at the Lessors current applicable debt rate Net Proceeds shal~ be the Proceeds of sale or re lease as determined above [ess all costs and expenses Incurred by Lessor m the recovery storage and repair of the Asset(s) in the remarketing or disposition thereof or otherWise es a result of Lessees default Including any court costs and attorney s fees and interest on the foregoing at eighteen percent (18%) per annum or the highest rate allowable by law If less calculated from the dates such costs and expenses were Incurred until received by Lessor Lessee shall remain liable for the amount by which all sums including liquidated damages due from Lessee exceed the Net Proceeds Net Proceeds In excess thereof are the property of and shall be retained by Lessor (d) Ne termination repossession or other sot by Lessor in the exercise of Its rights and remedies upon an Event of Default shall relieve Lessee from any of Its obligations here~]nder NO remedy referred to in this Section Is Intended to be exclusive but each shall be cumulative and tn addlgon to any other remedy referred to above or otherwise available to Lessor at law or in equity asse~(s) performln§ functions similar to those performed by the Asset(s) and agrees not to permit functions similar to these performed through the use of the Asset(s) to (b) Applicable [,aw/Disputes The Master Lease Agreement end each Schedule SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE Commercial Code Any and all other counterparts shall be deemed to be a Copy NO SECURITY INTEREST iN THIS MASTER LEASE AGREEMENT IN ANY OF THE SCHEDULE(S) OR IN ANY OF THE ASSETS MAY SE CREATED TRANSFERRED ASSIGNED OR PERFECTED BY THE TRANSFER AND (d) Suspension of Obligations of Lessor Prior to delivery of any Asset the obligations of Lessor hereunder shall be suspended ~o the extent that it is hindered applicable law including without limitation Lessees rights to (I) subject lo Paragraph 18 above cancel this Lease (il) repudiate this Lease (ill) reject the Assets (iv) revoke 21 UCC F~llng$ IN WITNESS WHEREOF Lessor and Lessee have caused this Mas{er Lesse Agreement to be executed bythmr dulyauthor~zed representatives BY BY PRINTED NAME PRINTED NAME TITLE TITLE DATE DATE AMENDM~ NO, 1 DATED APRIL 15, 1999 TO TM MASTER~I~]~A~E AGREEMENT DATED APRIL 15, 1999 BE~EN T~ STATE OF TR~, A~O BY ~ ~OUGH T~ DEPARTME~ OF I~0~ATION ~SO~CES A~ DE~L ~ANCIAL SER~CES L P ~ Th~s ~en~ent ~s mad~ p~ of ~d mo~fles the Mast~ ~a~ A~e~ent (the "A~oement") bergen ~ S~t~ of Texas, acing by ~ ~ugh ~e DepoSit of Info. at,on Resources ("Lessee") and ~ell ~tn~o~l Se~e~s LP ("L~ssor'~ T~s othe~se not defined hereto shall ha~ ~e meaning asc~befl~to ~em ~n ~e A~e~nt To the o~t~t of ~y cenfl~ or meons,~enoy be~e~ tbs Am~l~t ~ t~ ~s ~d c~dlfl~S of t~ Ag~ment, ~s Amender ~ll prewI ~e ~l[o~lng'S~ons of the ~e~ent ~ hereby modified ~g ~ara~mh of amement ~ubs~ ~e ~Ilo~ng para.apb f~ ~e first p~a~aph of the A~eement '~s Mast~ ~ase A~eement, ~ and effeot~ve as of April 15, 1999 ts entered rotc be~ Dell F~nom[ S~woes L P,, w~ ~t~ ~dhmp~ office at One Dell Way, SP1, Ro~d Rock, Texas, 78682 (~e "Lessoff') and the S~m o~ ~, acting by and t~ough the Depamaent of ~fomUon Reso[mces~ ("D~")w~ ~ts prm~ip81 office at 300 West 15t~' Seeet, Suite 1300, Amen, T~s 78701, 0n be~lf 0~tate agencies as dofl~e~ m Seotmn 2054 003, Govement Code (including m~tunons Of brier ~a~ as de.ed ~T~ ~ueat~on Code, SeoUon 6I 003) and local governments ~ ~e~ m ~eOno~ 791 003~ Cerement Co~e ' See~on 1~ Defim~s Md ~he ~llowmg ~mon ~'L~see S~te a~ne~es as definefl m Se~n 2054 003, Government Code (melud, ng mst~muons of h~gh~ ed~eatxon as defined m T~ ~ueat~on Code, Seetton 61 003, but, excluding Tox~ school ~l~lO~) and loe~ govments ~ de.ed m Section 791 003 that lease Asset(s) und~ ~ts Master }n th, defin}~ of Commenemnt Date, at ~e end of ~e sentence, append ~e follo~ng "ruder ach schedule, ' ~0tton ~, ~ ~ s~fl s~ee a~er "a~e~t be~een the pames" rosen "exeeuang m each Schedule ~d" At the end of the paragraph, append the following sentence "Unless DIR leases Asset(s) for ~ts own se, DIR ~s not a party to the Sol~dules execrated under this Master Lease Agreement and ~s not sponsthle for Runts, payments o~ ~/ther obhgetmns trader such Schedule(s)" 4 ~eotlon 4. Regt: Non. Abatewant: L~e Payments ~hat~ge the~ rifle of the Seotmn to tl~ ibllowmg "Adm~mstrat~on of Master Lease Agreement, Rent, Non-Abatement; l~ayment by Les~ to DIR of Adm~mstrahve Fee, Late Payments, Lessor to Make P0~tenti~lLeSsees Aware of Maste~ ~I~ease Agreement" er~ the fellowlng four Sealaona a~ 4(a), (b)~ (e) and (d), to the begmmng of~e Section (~) Eae~p~tml ~ssee ~ll submit ~ ~quest ~ lease Asset(s) to D~ For requests mvol~ng the ~esi~g o~ D~l Marke~ng~ L P h~W~, DIR will fo~rd the ~equest to Dell ~ke~ng, L P for a ~dw~e pn~ quom~on Upon ~pt of~e h~dware pnee quo~tm~ DIR will add a two percent ~%~ t0 ~V~ ars ~ost of neg~fl~ and ~mstenng the M~ter Lease A~ement D~ will ~en aub~ ~e price t~ Les~r ~ ~le~lauon o~e Lease Rate Fa~or, which sh~l m~lu~ the ,~r~a~ (2~) ~is~ve fee for ~I~ L~s~ will p~ the Seh~ule(s), p~o~de (hem to DIR, ~ D~ ~11 submit ~ 8~eflule{s)~ the po~flal Lessee (b) Wh~ l~olde~t to a le~e of Deli ~defl Asset(s), ~d solely at the d~sere~on of ~sor, Asset(s) lay ~a0 ~ }eased from L~sor ~at ,re not ~fac~d by ~e parent or an affihate of Lessor In uoh oases, ~ ~ D~. sub~t~g t~ potonBal Lessee's request to DELL M~ketmg, L P, DIR Woglg ob~m ~e ~;oe quo~tton ~0m ~e manu~o~er or reseller, add D~'s two p~c~t (2%) fl~lffis~fl~ ~ to flae q~o~¢o~ ~d subm~ ~e quotat;on to ~e Lesso~ for c~cula~ of the L~se ~ate Fao~or, wh:o~ ~hMl m~lude~D~s ~o p~eent (2%) a~mxsmat~ve fee Lessor shall pr~are the eh~flule(0; ~vlde t~m ¢0 Dffi~ DIR ~11 su~t ~e Schedule(s) to the poten~al Lessee W~th a~t t~a~.Lessor affilxated Asa,s), D~. will ~ange for the m~ufact~er to dehv~ the Asse~s) > ~e L Ss~e ~ for ~he m~u~ or resell~ ~ b;ll Lessor t~r the cost of the Asset(s), excluding }~*~ ~ ~) a~mls~five f~. fin ~e~on ~th such a p~ch~, DIR wdl endeav~ ~$~ le given the benefit o~pg~g, pa~e~t or o~er fav~able t~ms that would }I~ by t~0 ~u~omm or reselJ~r if D~ w~ to aoqmre the Asset(s) d~revtly Lessor shall be ~ap~ble f0~ the pa~* to ~ ~Ufa~l~er or resell~ ~d for the recove~ of ~at amount, and the two percent (2~0) fee for D~{, ~¢m ~asee ~der the apphcable Schedule(s) 'i(o) Lessee will issue g purchase O~fler m the amount indicated on ~e Schedule(s) to Lessor for ~e ASSES) ~Y ~e-pnnted t~ ~ oonfll~ons on the purchase ord~ su~tRed by the Lessee sh~l n0t b~ eff~tive ~ resp~t to/he~I~e of ASse~ h~eunder ~er, the t~s and condmons oi ~s Ma~ ~ease A~oment and app!i~ble $oh~d~e(s) shall eon~ol m all resp~ts" '~d) Withl~ five (~) days el ex~Oa ce ~ Schedule be~een Lessol and Les~, Lessor sMll provide DiR a copy of ~e ex~utefl SohO, D~ sMlt ~o~de ~ rove:ce to ~ssor for two percent (2%) of t~O f~lI ~0~t Of ~nt d~e =d~¢~e Sehefl~e Immedmtety a~e the Asse~s) ~e reee~-by ea$~a~the lease ~ ~oked by lessor Lessor shall pay DIR the two p~e~t (2%) admm~sm~ve ~e ~e p~es a~e su~h pa~ s~ll gmerally be made wzthm fl~ ~ys oI tho date DIR's ~v0tee ~ ~e~ved by Lessor" ~t~0a4~ ~ Non,abat~uem ~onumb~ the SeaSon aa 8ee~on 4~(g) Ia ~e firgt s~tenee r~laee woMm~ e~ghteen p~eent (18%)" w:~ "twelve p~eent (12%)" C ~WIN~O~M~TX ~IR ~gNDMgN~ ~ fl~ 2 ~*h~: a~olld ~ea~ectee ti'tar II, enl: ~a~l Ot~ a~o~s owed ~m~ by Less~ '~If~sSOr l~ataoted by~ or ooat~, g Texas slte ag~oy, msn~aon of h~er education or ~t of ~oal~ gov~ent ~n0~i~ lea~ 3~s~(~), Lessor shall make a good lath effort to make the ~1~ aW~Io of ~ ab~h~ ~ ~g~l~Aasot(~) tkough a~s Mast~ Lcae Age,merit P~wdgd, oWeVor~ ~ h~in ~l ~r~r~ ~,~s~ lo uso ~s A~e~ent excl~lv~ty ~ ~r, lls,a~t~nt sb~ll ~0?~t~ ~ rcq~ments conicS,and Lessor shal not be obhga~ed ~ l~0~y,$0hedul~ for tho ]~o of~sot(~) ~th any Lessee 'tD me amo~t Of't~ g~lS~Ve fcc, either upward or do~w~d, d~mg the ~f the ~i~ teat~ Ag~men~ bY~ nohficaaon to Lessor Hewers, Lcssor's appro~l ~qu~ed ~ D~ a ad~n~a~ve f~ extends 4 parent (4%) Before Lessor shall co~t ~ l~a~e ~oat~ C~ 4%~ DLR ~t p~owde to Lessor's satisfaction, e~dence of ~a au~om~ ~ ~olloot ~such admmls~l~ge f~e, ~ce a Schedule ts presen~d ~o a Lessee contammg an ~ais~ve f~,,howewr, ~h~ ~m~aa~ ?i,shal not be ch~ged up~d or dotard the first sent~ae ~ "~d, not lat~ ~" r~ce "5' ~th "10" lh~ subs~etion (e) as followsl "Without wa~wng the doamnes of sovelelgn ~mmum~ and ~tZ ~ s~, m~d to ~ ~ fllowed by the laws and ~nsumt~on of the S~ oi Te~s, ~ ~um~s a~ risks and l~b~i~s, w~th~ or not covered by mswanee, for loss or d~age to sot{s) gM for ~ to m d~3 of my person, or damage to any properS, wMther such ~W~ re~t to a~s~ov ~ploye~s of Lessee ~ of t~rd p~es, and wh~ther such ~P~F ~age b~ to Less~ · ~ or ~e ~ope~ of others, which is Wox~matdy caused by ~lig~n~ ~nduct of Lesse~, ~ o~ors or ~ployees" the second s~ten~ a~d the following "No~thst~dmg the foregoing, Lessee may move Ass6(s) ~o another l~at~on ~ Texas w~aout noUfieation to, or the consent of, Lessor grovld~d, however ~at not la~ ~ D~ember 31 of each year, Lessee shall provide Lessor a ~n r~o~ d~fimg ~etoml ~or 0fProdu~ at each loeaUon of Mssee as or,at date, ~d the ~mplot~ ad~r~ts for each lo~a~, Lessor s~l make all filings ~d rm~s for prope~W ~es due ~spe~ ~ ~he ~odue~, and ~s~ a~s t~t it shall not make or file aW pro~W ~x ret~s, ~]u&ng4nfo~i~onfl re~, ~ r~e~t ~o ~e Products" ot~n ~ el~t~ 8~on m its en~W 9 ~e~ion ~0~ ~ Rii~ of~os$ the er~d o~ ~he serfl~nce append ~0 fei]orang ", reasonable wear and tear ~s excepted ' l0 ~tlol~ 1,~, ~sura~lce ~ppex~d l~te foll~mg m~ e~ of~e ~U~t Section 11 "~ssees ~t are defined as sta~e agencies ~ ~0o~ ~ Section 2054,00~ ~ovemm~nt Code (including ~ns~mUons of h~gher ~aUon as ~neg i~ ~s ~u~a~on C~d~i ;Sharon 61,00~) may self-insure their obhgatmns m ~ls seet~on" ~t~e the See0on as follows "~ ~ last ~y of the Schedule Te~, Lessee s~II ret~ the Asse~s) ) L~sor Ig~0d r~mr, con&~ and wor~ng order, ordm~ we~ and tear alone exceed, a~ the )~a~on ~fi~ by Le~or, prodded, how~, such lo,at,on shall be w~th~n the Umted S~tes and ,o fmher ~han 500 m~es from ~e on,hal s~pment loeaUon Lessee shall ~ge ~d pay for ~ein~all~i~ ~d p~e~g ~m ae~ee ~& the manuthemr~'~ Sp~lfieaUons, ~d f~ the cost of ~an~o~g ~e AsseI(O by ~ with~ thc Umted S~tes, no more ~an 500 mdes ~om ~e ~n~al ~n~ location, ~d ~A~ured ~spormuon ~f appheable, such insurance eov~age ff ~ppl~bl~,~ ~ not less ~ ~e A~et(~) Cuen~lW Value last m effect ~ssee ~hall, at as expose, ~g~e each A~t(9 be r~a~e~ aS~g~es~ to o0nform to ~e foregoing re~ eondmons" ~ ~e firg ~oe after "A~e~e~t md eaoh Sohedule" rosen "betwe~ Lessor ~d L~see" fll~e Se~o~ 13 (a) and r~laee ~ ~e followmg "Lessee ~s e~ther a State agency as defined m ~on 20~ 003, ~w~ent ~ 0~21u~ng l~t~tut~ons of h~gher education as defined m Te~s uoat~o~ ~e, S~flon 61 003) ~ looal gove~ent as defined m See~mn 791 003, ~vemm~nt S~ t3 &) and replac~ ~th ~he follo~ng "~ch Schedule executed by Lessee Ms be~ y ~onz~, ~xe~u~ ~d &itw~d by L~ssee and c~n~lmtes a vahd, legal and binding ~e~nt of Lessee, enf~oeable Ln,accor~nce Wl~ ~ts terms, A~ "pe~e by ~ssee" ms~ "of~y Schedule be~een Lessee and Les~r," $eo~on L3 (d'~ lefter %nt~g into and pexforma~, of~ tnsm "~y Schedule between Lessee or ~s~r' L~ "Le~eO or m ~e ~e~)~' ~m~ "l~sefl under ~y Sehed~e between Lessor and Lmsee" ebon 1~ (~ ~WI~DOWSW~BTX DIR AMENDM~ 2 d~ 4 Cr~d by i~ter "Lease Agreement or any S0111e&tle' ~usert "between Lessor and Lessee" After ~'upon execution of eaoh" ltlS~t "Schedule between Lessor and Lessee" 13 ~nS~tne~$~ion 14. R~res~andWa~tmsofD~ f~ ~epre~t~ ~d ~n~ fo~ th~ ~efit of ~sor and ~ts assl~s, ~d D~ wilt ~o~de ~ opmmn ~O~S~ ~ ~e effe~ ~t, as of~i~ of exeo~hon of~e Mast~ Lease A~ee~nt  DIR tS ~ $~te agenoy as deflect-tn Se~ 2054 003, Gov~ent Code, ~e M~ter Leas~ A~ement h~ be~a duly authorized, executed and dehvered by DIR ~d ~o~s~tutes a ~alid, legal ~d bl~d~ta~eement of D~, enforceable m accordance ~th ~ts terms, {~) No a~toy~, oons~n~ or ~ol~ng of oble~lon ~s r~mrM ~om any red.al or o~er governm~{ au~onW or gov~Btat au~ or ms~enahty wl~ respect to the ~termg rote b 0r p~e~ y D~ of ~xs ~ Lea~ ~eement, e ~n$ ~mto ~d p~0~oe 9f ~o Mast~ Lease Ag~ement does not ~olate any ~ 0~d~, law or mgulatto~l~l~able t0 D~ or ~s~t m any breach of, or eonsOmte a d~fault ~d~ ortes~it m ~e erea~on of~h~, eh~ge, s~un~ interest or other enanmbr~oe upon asse~ ~'~ DI~ ~ O~ ~ ~ss0~s) p~ ~ ln~t to which DIR is a p~ or by whloh It or 1~ *ss~ maybe bo~d, ~d ~0) To theebest of D~'s howle~e and belief, ~aere ~e no stats or ~oc¢~lngs pen&ag or niened {gamut e ~feo~g ~ which If dethroned adversely to D~ will have a material vo~e effeoI on ~e ablll~ of D~ fulfill its obbga~ons ~der the Master L~se Agreement ~D~- is a~thonzed to ~arge ~ ~olleet ~e admm~s~ative fee set f~th h~eln, and,  Less~'~s pa~aat of the a~ts~ve f~ to DIR shall not consatute an flle~l gra~ or e~s~ vi~late Texas law 14 I~s~new Se~tl0~ I 5. I{evrosena~O~ g~d W~ues of Less~ ~) LessOr 1~ an en~ a~thonz~fl ~d ~h~y e~stmg =der the laws of its state of orgamzatlon, is {a~rl~d ~ do business ~ T~i ~d is not in default as to taxes owed to the State oi Texas and e ) ~e L~s~ A~eBt ~d eaoh S~hedule have been duly author,zed, ex~cuted ~d hw~d ~y Lessor ~d eon~t~te ~alid, legal ~d binding agreem<~ of Lessoi, enforc~bte m ~e~d~e ~Lh thor te~s, ~g) No ap~oval, consent or ~old~g of obje~on is reqmred from any federal or o~ ~7~1 ~u~7 or In~lv ~th re~ot ~ fl,e en~nng rote or o~rfor~ce by ~ssor ~w~S~St~ ~ease ~ment ~y 8ohedde, en:e~ng m~ and perforce of the Master Lease A~e~ent or any Schedule wdl not la~e any ~d~ent, or~, l~w or re~la:~on a~hcable to Lessor or re~t m any breach of, or o~t~ute e~default under, or ~sult m tbe erea~on of any bern, e~rge, s~unty mtere~ or o~er ~nc~mbrance ul~on assets of the LOoser, including Asset(s) Leased under the Master Lease Agreement and Soh~u[~ ~oto, pu~umlt~ ~y ins~m~t to which the ~ssor ~s a paay or by which ~t or l~ assets may b~ bound, ~d ~e) To ~0 ~st of Lossor's knowledge ~d b~he~ there ara no stats or p~co~dmgs pending or ~at~n~d ~gm~ or a~t~g ~0r~ which ffdetermm~d adversely to Lessor will hav~ a materml ~dV~S~ Off~ton tho ab~[l~ of~r to ~lflll im obhgatmns under the M~ter ~e A~ment or R~nmb~ Soeuon ~ 16 R~ ~ ~ud senten~ (0 as*~Y not~c ~ ~ defaulting Lessee, te~mate any or all Sehed~es e~uted by Lessor, ~d ~o defau~t~g ~asee? Rosta~ ~o first s~tencs as Upoa ~n or ~pos~ss~on of tho Asset(s), Lessor may, ff ~t so doc~des tR l~ S010 ~tS0~t~On, upon no~g~ ~o Lease0, use re~on~le effoRs to sell, r~loaso or otho~se ~lS~gg ~guoh ASsr(s), ~ ~0h~R~ sod apon such ~s ~ Lessor may d~ermme m ~ sole ~sorotio~, So long ~ sugh manner ~d tom~s ~e comme~mlly reasonable ~ns~ new para~h (e) as follo~ "N0~ DIR nor nondofaultmg Lessees shall be deemed m ~ult undo~h~ Masmr Lease A~[g0m~t ~ S~h~dules beaause of the default of a pamcul~ Lessee ~osSor~s gmedios u~0r~is Segfioa 14 ~1 not extend to DIR ~d nondefaulung ~ss~s" 16 etlon 1~. Eff~t of Waiw~: 8ubsl~m P~ffo~co by Lessor g~number ~ 8ee~on 17 17 ~ection 16. Assl~mentbvLos~tASsig~e2~Or Soblease by Lessee ~onmber ~ 8~Uon 18 o~to p~aph as follows %es~ may (0 assign all or a pomon of Lessor's right, t~c and interest th~s M~ter L~$~ Aggcmont ~or ~y S~edule, (n) ~t a s~cunty interest in ~o nghg t~tle ~d intreat of Lessor m ~h~ Mas~ ~e Agre~ent, ~y Schedule an~or any Asset(s), and/or (m) ~tt 0r ~s~r ~tS ttfic and mte~st~ owner of~e Asset(s) an~or as Lessor under any Schedule, ~d DIR ~d each Less~ leaslng Assr) under the Master Lease Agreement undorsmd ~d agree that ~Ss~s ~I~s may each do ~ sam¢ (he.under collectively "Ass~ment ") All suel~ Ssa~g~en~ ghall ~ subject ~ o$oh ~see's r~ghts under the S~hodule(s) ox~uted between ~t and ~or ~d ~ ~IR'a rights ~de~ ~ ~stor L~so A~e~mont Each L~ss~ leasing Asset(s) through ~edul~s ~dor this Master L~e~ ~ement and DIR hereby consent to such Assig~on~ ~d ag~o ~ eg~Cuto ~d dohver p~ly such acknowledgments, opinions of counsel ~d ~hgr ~str~ents~easonablyrequast~ t~ ~ffectsuch Assignment EaehLesse~ leastngAss~t(s) throu~ $ehedule(s) under th~s ~s~r L~se Agrgem~t and DIR acknowl~ge that ~e ~s~ns do not assume ~essor~s obligations hereunder a~d agree to make ail payments owed to the assigns without ibaiem~t and not to assert again~t~he aSsqtns any claim defense setoff or counterclan~n which DIR the Lo,ace(s) may possess a~llSt the Lessor or any other party for any other reason Lessor shall ~emam liable for Imrformlmoe under file Master Lease Agreement and any Schedule(s) executed rereunder to the extan~c Lessor's asl~iSns fie not perform Lessor's obhgatmns onder the Master Lease emem laird Schedale(S) executed hereunder Upon any such Assignment, all references to Lessor ~lhall also include all such assigns, whether spenffio reference thereto is otherwise made herein" Sa~tmn 16, ,(b) Sublease by Lessee Append th~ following sentenee to the end of the paragraph "Without the prior written consent of Lessor, DIR shah not assign, a~01ease, transfer, pledge oa hypothecate the Master Lease Agreement? Section 17. ~hverv o~ Related SehbSJales Realurnbor as Seetien 19 Repla~ "(c) eertafamte o£ msurarme'~ with "proof of self insurance acceptable to Lessor" 19 8ectiun 18, Avvro~na~onof Funds Renumber as Secttun 20 Restate the paragraph as follows "Lessee intends to continue each Schedule to which it ~s a party for ~1© $~hedul~ Term and to pay the Rent and other amounts due thereunder Lessee reasonably laves that legally evadable funds in an amount suffic~ant to pay all Rent during the Schedule Term t~fi~lbe Obtair~ed, Lessee further intends to act m good faith to do those things reasonably and ly ~thm ars power to obtain and malntam funds from whmh the Rent may be paid I~otw~thstand/ng the foregoing, In the event mfficmnt funds are not appropriated to continue the Icheflule Term for any Final l>erl0d (as set forth on the Schedule) of Lessee beyond the Fiscal Period rs~ in effect at the commencement of the Schedule Term, Lessee may terminate the Schedule vnth ~gard to not les~ than all of the Asset(s) on the Schedule so affected, Lessee shall endeavor to l~romde Lessor vnttten notice sixty (60) days prier to the end of its current Fiscal Period confirming the Schedtlle will be so terminated, All obhgatmns of Lessee to pay Rent due after the end of the Fiscal Parted for whmh such te~tion apphes yell cease, all interests of ][ essee tn the Asset(s) will r~nmate and Lessee shall sum*haler the Asset(s) in accordance with Section 12 hereof l~lotwlthstan~ling the foregoing, Lessee agrees, vathout creating a pledge, hen or encumbrance upon ).ads evadable to Lessee m other than tis current Fiscal Period, that a will use reasenable efforts to 0, b~n appmpnaimn of funds to avmd termination of the Schedule by tahng reasonable and ie~roprmto conch mcl,u, dlng the illo~uilon lo Lessee's budget request for ea{,h Fiscal Period dtmng the edule Te~cra hereof a reque~ for adequate funds to meet ~ts obhgatmns and to continue the Sehedt~le tn ~0ree Lessee repre~elltS~and warrants it has adequate fends to meet ~ts obhgations during the first Fiscal Palled of the Schedule Term Lessor and Lessee understand and intend that the 0bhga~lotl of Lessee to pay Rent he/eunder shall consUmte a current expense of Lessee and shall not lg any way be construed to be a debt of Lessee m ~ontraventton of any apphcable conshtut~oual or ~atutory lmtitation or reqmremant ~concemmg the creation of mdebtedness by Lessee, nor shall ~ythmg contained harem constitute a pledge of the general revenues, funds or monies of Lessee or the State of Texas beyond the Fiscal ?erlod for which sufficient funds have been appropriated to pay Rea!: hereunder" 2O ~mmb~,as ~e~t~n 21 Restllte the paragraph as tbllows "Lessor and Lessee acknowledge that there are no agreements or understan0angs, written or oral, betWeen them with respect to the Asset(s), other than as set forth In the Mast~ Lease Agreement and m each Schedule to which Lessee is a s~gnatory party Lessor and ~esgee ft~her acknowledge that the Mastar Lease A~neement and each Schedule to wMeh Lessee ts a ~aarty eon~t~' the entree agreemeat between Lessor and Lessee DIR and Lessor acknowledge that ere are no agree~aents or undersi~idmgs, wmtan or oral, between them other than as set forth in thts Master Lease Agreement and that th~s Master Lease Agreement contains the entire agreement between them, Neither thts Ivl~ter Lease Agreement nor any schedule may be altered, modafied, ~errmnated, or d~Soharged except ~ ~ writing s~gned by the party agmnst whom enforcement oi such a~tion ts sogght," In~er~ ,new Sec~on 19 (u) '?Lassor Cerlffiea~ons Lessor celtics (0 ~t has not g~ven, offered to gtve, and does not mtend to ~ve a~ any time hereafter any ee~m oppo~mty, ~ e employment g~R, loan, ~, specml ~seo~t ~ favor, or serwee ~ a pubhc s~ant m comectmn ~th ~s Maser ~e A~e~ent ~nd 8oh~ules executed h~eu~er~ (~0 ~t m not ~rently debnquent m the pa~ent of any franchise ~a~ owed ~e Sta~ of Texas and ~ ~ot m~h~ble to r~mve p~yment under Set,on 31 006, F~fly ~ode ~fl ~lmowl~dges th~s Mast~ ~aso A~eement may be re.mated and pa~t w~fl~eld ~f ~s c~t~fieation ~S maccrate, 0i0 ne~th~ ~t, nor ~yone acting for ~t, has vtolated the ~ laws 9f tho Umte~ States or ~ S~te ofT~, n~ eomm~wated d~reetly or indirectly to any temperer ~r ~y oth~ peeson engaged m sa0h line of business for the purpose of obm~mng an mfatr price ~dv~tage~ (iv) it has not reee~v~ p~ment ~om DIR, Less~ or any of thee employees for ~a~pat[ag tn the pr~atmn of t~s ~s~r ~e Agreement and the Sehed~e(s) here~der, ~d ~v) ~mg ~e t~ of ~m Master ~aso A~eement, ~t ~11 not d~sen~nate ~lawfully agamst any {mptoyee or appheant and that~ ~on request ~t will finish mfomatmn reg~mg ~ ~ondlsenmm~tory ~rl~g and practica pohcles, as well as spemfie mtomatmn on the eompost~on ~f ~ prmmp~s md s~f, Including tho ~den~fieaOon ct minorities and women m management or ~th~ posttions ~th dmoreUonaw or dems~-makmg au~onty" 21 ~eet~on ~.0. Lassee's Wmvers l~enumbor as 22 tc ~o ~eeBon as foll0ws '~0 ~hc exit pe~d by apphoable law, Lessee hereby w~ves the long ~lghts ~d remedies eonf~ed ~pon Lessee by ~e Unffom Commereml Cede to (0 c~cel y SCh~[e ruder ~e A~} (h) r~udm~ my Schedule, (m) reject ~e Asset(s), (~v) revoke &~eptan0c of the Asset(s), (v) ~ovcr dmages from Lessor for my breach of wmanV by ~e manufa~er or suppher of ~c Asset(s), (m) clmm a security ~nt~est m the Asset(s) m Lassee's possessmn~or eon~ol for any r~s~, (m0 deduct all or ~y p~ of any elmmed ~mges tasuMng ~om Less~'s deh~t, ~f any, ~de~ any Sehed~e, (wn) accept p~ dehve~ of ~e As~t(s), 0x) ~cover' by making ~y pureh~e or Ieee of or con,act to purchase o~ lease eqmpment m substtmtmn for th~ ~(s) due from Lessor, ~d (x) ~eover my spiral, pmmve, me~den~ or consequmtml flam~gcs, f~ ~y re.on wha~ver," [~enumber as SexY. on 23 I E~cept ~ amendedhereby, ~ ;Ma~ter Lease Agreement ~s restated and shal! remain m full force lad effect FN WITNESS WHEREOF, thi~ Amendment has been duly executed by each party as of the day ~n~ year first above wnRen LES~OR~ DEL~ i~INANC~AL SERVICES STATE OF TEXAS, ACTING BY AND TItROUGH TItlE DEPARTMENT OF INFORMATION T~tlel D~reetor of Business Opera,tons~ AMENDlvI~N~T NO. 2DATED NOVEMBER 5, 1999 'DATED APRIL 15, 1999 ~ TEXAS, ACTING BY AND THROUGH THE DEPARTMENT O1~ JuN'FORMATION P~ESOURCES AND DELL FINANCIAL SERVICES L P This Am~dment No 2 Is made part & and modifies the Master Lease Agreemeni A~ndmeat No 1 ("Amendment No, 1 ') between the State of Texas, acting by and through the Depar~ent o£Informatlon KesouroeS ("Lessee") and Dell Fmanclai Scrwces, L P ("Lessor") Renumber a~ Section 19 (a) Insert the follo~wlng at the beg~ng of the section "This paragraph applies only to Lessees designated as state agencies or m~tltut~ons of higher education as defined m Texas Educauon Code, $eetlon 61 003" Insertz~ew Scion 19 (b) '~'I~s paragraph apphes only to L~sseC:s designated as local govemnlent entrees In the event sufficient ftmds are not approPm~d for Lessee to continue the Sch~ dule Term for any F~scal Period (~ set forth on the Se~eO~fle) of the Lessee beyond the F~scal Period first m effect at fi~e ootnmenc~ment 0fthe SchedtfleTerm, the Lessee may terminate the Schedule w~th regard to not le~* fiaan all of the As~t(.~) on the Schedule so affected Lessee shall endeavor to 'prov~ LessOr wnt~ no~ee ~t;~ty (60) days prmr to the end of its current Fiscal ?enod confim~ing the~Sohedule will be ~ermmated All obligations of Lessee to pay Rent due after the end of the Fiscal Period first m effect at the commencement of the Schedule term will ,ease, all interes~ of Lessee m fiae Asset(s) will terminate and Lessee shall smTender the A~set(s) m accordance w~th Secfldn 12 hereof" ~'~cept as m~ended hereby, the Master Lease Agreement, as premously amended, is restated and shall remain in full force and effect IN WITNESS WHEREOF, ~hts Amendment No 2 has been duly executed by each party ~.f~ective November 5, 1999 ~SSOR: n~-~ ~INA~CI~& SERWCES~ t~, LESSEE. STATE OI~ TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF IN~ORMATION RESOURCES By Title APPROVED A..q TO DI:~ I. EGAL. DEPARTMENT AMEND191ItNT ~NO, 3 DATED JANUARY, 28, 2000 TO THE MASTER LEASE AGI1EEMENT DATED APRIL 15, 1999 BETWEEN TIlE STATE OF TEXAS~ ACTING BY AND THROUGH THE DEPARTMENT OF INFORMATION RESOURCES AND DELL FINANCIAL SERVICES L P Th~$ Amendment No 3 is made part of and modifies the Master Lea~e Agreement Amendment No 1 ('Amendraent No 1') between t~l~e State of Texas, acting by and through thc Department of Information Resources ("Lessee") and Dett,Flnanclal Services, L P ("Lessor") The following section of the A~ement ~s hereby modified lnse~t ne~ ~ectaon 19 (h~, Miscellaneous ~d ~e follo~ng to ~e end ~f the set,om "~e following para~aph~ of th~s sectmn apply ~only to Lessees desolated a State, ag~cy, depa~ent, comm~ssmn, bureau, board, office, ~eounctl, couP, er o~er ent~ the ~s m any b~Beh of sate govemmen~ and that ~s created by the ~eons~mhon or a smate of the Sta~ of Texas, including a umvers~ty system or msUmUon of ~h~gher ( 1 ) To the extent ~at Chapter 2250 of the T~as Government Code, as ~t may be amended ~om ~me to time ("~"), ~ apphcable to th~s A~eement and n not preempted by o~er applicable law, ~e flltp~te res01uaon process prowded ior m Chapter 2260 shall be us~ ~ ~her des~d heroin, by ~e Lessee and Lessor to a~empt to resolve any claim for ~e~eh of eon~ct madeb~ Lessor Lessor's claims for breach ct this Agreemunt that the parties cannot resolve p~suant to other provisions of this Agreement or m the ordinary course of business shall be submitted to the negotlatmn process provided in subehapter B of Chapter 2260 To mtnate the process, Lessor shall submit written notice, as required by subehapter B of Chapter 2260, to LesSee in aceoatence w~th the notice provisions in th~s Agreement Lessor's not*ce shall Specifically state that the provisions of subchapter B of Chapter 2260 are being mvoke~l~ ~he date and nature of the event giving nsc to the claim, the sp6e~fiu contract provi~ion that Lessee allegedly breached, the amoum of damages Lessor seeks, and the nleiho~i used to calculate the damages Comphanee by Lessor w~th sabchapter B of Chapter 2260 is a required prerequisite to Lessor's fitmg of a contested case proceeding under subchapter C of Chapter 2260 The chief business officer of Lessee, or ~uoh other officer of Lessee as may be designated from nme to time by Lessee by wrltten notice thereof to Lessor in accordance w~th the notice prowsmns m th~s Agreement, shall examine Lessot's claim and any counter¢lam and negotiate with l~essor ~n an effort to resolve such claims (B)If the pames are tlnable to resolve their disputes under subparagraph (A) of thas section, the ~ontested ~ase process prowded ~n subehapter C of Chapter 2260 is Lessor's sole and exal~ive process for seeking a remedy for any and all of Lessor's claims for breach of this ~Agreement by Lessee (C)Compliance vnth,the contested case process provided ~n subchapter C of Chapter 2260 ts a required prerequisite to seeking consent to sue ~¥om the Legislature under Chapter 107 of the Teems C~vtl Practices and Rcmed~e~ Code The pa~es hereto sp~lfically agree h~at (i) neither the execution of thru Agreement by Lessee nor any o[~ condu~t, aetmn or mac,on of any representative of Lessee relaung to th~s A~eement ~ons~ or ~ tat~ded to constitute a wmver of Lessee's or ~e state's so~m~ ~mmumw W ~mt and (n) Lessee ha~ not wmvcd ~t~ right to seek redress m the ~OU~S (2) (a) If the Lessee against whom Lessor makes a claim does not have mlemakmg authority, the submlsston~ gr0eessmg and msolutmn of Lessor's claim ts governed by the pubhsh~:l rules adopted by the Office of the Attorney General pursuant to Chapter 2260, Government Code as eurrent~ effective, hereafter enacted or subsequently amended (b) If the Lessee against whom Lessor makes a claim has rulemakmg authority, and has ad0pt~d rules governing the alternative d~spute resolution process, the subm~ssmn, pr0ce~amg and resolution of Lessor's etaim shall be governed by such rules as such rules are lkeI~ ef£ectlve, hereailt~ atlacted or subsequently amended It' the Lessee agamst whom LesSor makes a ¢Ialm has rul,makmg authority, but has not yet adopted rules governing the alternative dispute resolutl0n lirooess, Lesaee's claim shall be governed by the rules adopted by the Offi¢e of the Attomay General p[lrsuant to Subsection 2260 052 (c), Subchapter B, Government Code (3) Neither the occurrence of an event gw]ng nsc to a breach of contract clmm nor the pendency o~ a claim consntll~e grounds for the suspension of performance by Lessor, in whola or m part Lessee add Lessor agree that any periods set fbrth in this Agreement for notlae and cure of defaults are not wmved, delayed, or suspended by Chapter 2260 or this ~ Exoept ~s amended hereby, the A, greement is restated and shall remain tn full force and effect FN WITNESS WHEREOF, th~s Amendment has been duly executed by each party as of the day and year first above written LESSOR: DELL FLNANCIAL SERVICES L.P By Title F~ ~ 2000 LESSEE S rATE OF TEXAS, ACTING BY AND THROUGH THE DEPARTMENT OF INFOR3/IATION R]~SOURCES TI~ Amenam__~n_t No 4 is made part of and mo&flea the Master Lease Agreemen$, dated April 15, 1999 (h~ "Agreenlent"), as amended by Amendment No I, dated April 15, 1999 ("Arac~lm-nt No 1"), Amendment No 2, dated November 5, 1999. and Amendment Bio 3. dated Sanuary 2g, 2000. between the State of Texas, actmg by and through tho Department o£ Information Resourcez ('~.assen") and Dell Plnenoml Services L.P. ("Lessor"). Tho following scctm~s of the Agr~m~t arc hereby mo&fled 1 Section 7. fc~ Rearer and Mamte~co, In tho first sentence, alter wording "reapom~blo for the" delete wording "dehvezy," Append the following to the end of the second sentence ", except a leasehold interest as prmnded ibr he,em" end stake the period at the end of the second sentence 3. Paraar~h 1 $ of Amel~tment No I Sentinn 16. (bi Dei~ult and Remedies In the ~a,at sentence, after wording "oft,he following 0)" insert ".Mt~r g~vmg fifleen (15) ~ ~ ~ noflc~ m L~ of de~ ~ ~mh ~c ~see s~ll ha~ ~ opp~ ~ o~ s~h d~t "in li~ of'~y ~e ~ ~e ~fa~g ~ss~" 4 Pamanmh 20 of Amendment ]go, I Seoti~ 21. (bi Ivflsoellanenus~ Restate tho Sechon as follows. "Applicable LawfD~sputes The Master Lease Agreement and each Schedule SHALL BE OO~,BD BY AND CON'STRU'BD IN ACCORDANCE ~VI'I'H ~ LAWS el~ Tt-IE STATB OF ~ In the event ora &sputa betwee~ the parties stat may be brought m the federal or s~w courts wherc Lessee has ~ts principal office or where the Asset(s) are located" ]~xccpt as amended hereby, thc Agreement ~s restated and shall remain in full force and effeot IN WITN~S WHBR.BOF, tins Amendment has been duly executed by each party as of the day and year first above written LRS$OR: D~.T.T. ~I~NANCL~L 8RRVIC~S L.P, LESSEE. STARE OF TEXAS, ACTING ]~Y AND THROUGH ~ DEPARTMENT OF By(~ Tltlf D,r~otor of B~meas Operations~ O IN CE NO dOgO-¢q4 AN ORDINANCE AWARDING CHANGE ORDER TWO TO A CONTRACT FOR LEASE OF DESKTOP PCS, NOTEBOOKS, SOFTWARE AND PERIPHERALS AS AWARDED BY THE STATE OF TEXAS GENERAL SERVICES COMMISSION, DEPARTMENT OF INFORMATION RESOUCES (DIR) BETWEEN THE CITY OF DENTON AND DELL FINIANCIAL SERVICES PROVIDING FOR AN INCREASE IN QUANTITY OF ITEMS AND INCREASE IN THE ANNUAL PAYMENT LEASE PAYMENT AMOUNT, PROVIDING FOR THE EXPENDITURE OF FUNDS, THEREFOR AND PROVIDING FOR AN EFFECTIVE DATE (FILE 2495-DELL FINANICIAL SERVICES AWARDED IN THE AMOUNT OF $943,398 AND CHANGE ORDER ONE IN THE AMOUNT OF $19,656 68 PLUS CHANGE ORDER TWO IN THE AMOUNT OF $337,710 30) 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, on March 21, 2000, the City awarded a 36 Month Master Lease Agreement for PC's, Monitors, Laptop, and Peripheral Equipment to Dell Financial in the amount of $943,398, 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 programs at less cost than the City would expend if bidding these items individually, and WHEREAS, the City Manager having recommend to the Council that a change order be authorized to amend such lease agreement with respect to the scope and price and smd change order being in compliance with the requirements of Chapter 252 of the Local Government Code, exempting such purchases from the competitive bid process, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the change order two increasing the amount of the lease agreement between the City and Dell F~nanclal Services copy of which is on file in the office of the Purchasing Agent, in the amount of Three Hundred Thirty Seven Thousand Seven Hundred and Ten and no/100 (337,710 30), is hereby approved and the expenditure of funds therefore is hereby authorized The master lease annual amount is amended to read $1,300,764 98 SECTION II That by the acceptance and approval of change order two to the master lease on file in the office of the Purchasing Agent, the City accepts the offer of the persons submitting the bids to the General Services Commlsslon 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 contmned in the bid documents and related documents filed w~th the General Services Commission, and the purchase orders ~ssued by the C~ty SECTION III That should the C~ty and persons submitting approved and accepted ~tems set forth in the change order two w~sh enter ~nto a formal written agreement as a result of the C~ty's ratfficatmn of bMs awarded by the General Services Commms~on, the C~ty Manager or h~s designated representative ~s hereby anthonzed to execute the written contract whmh shall be substantmlly the same as the documents on file m the office of the Pumhas~ng Agent, prowded that the written contxact ~s ~n accordance with the terms, conditions, spemficat~ons and standards contmned m the Proposal submitted to the General Services Commission, quantities and specified sums contmned in the change order two, and related documents here~n approved and accepted SECTION IV That by the acceptance and approval ofthe hsted Items set forth in the change order two, the City Cotmcd hereby authorizes the expenditure of funds therefor in the amount and in accordance w~th the purchase orders issued by the City or pursuant to a written contract made pursuant thereto as authorized herem SECTION V That th~s ordinance shall become effective immediately upon ~ts passage and approval PASSED AND APPROVEDth~s /~LZ'~ dayof ~.~.- .2000 ATTEST JENNIFER WALTERS, CITY SECRETARY APPROVED AS~T~ LEGAL.~RM H ERB~~/~Y ATTORNEY Flle 2495 Dell Fma~lal CO 2 ~General Servmes Commlsslon-2000 EULINE BROCK, MAYOR O INANCE AN ORDINANCE AUTHORIZING THE EXECUTION OF CHANGE ORDER THREE TO A CONTRACT FOR LEASE PURCHASE FINANCING OF PC'S, MONITORS, AND PERIPHERAL EQUIPMENT BETWEEN THE CITY OF DENTON AND DELL FINANCIAL SERVICES, PROVIDING FOR AN INCREASE IN THE QUANTITY OF ITEMS, INCREASE IN THE ANNUAL LEASE PAYMENT AMOUNT, AND PROVIDING FOR THE EXPENDITURE OF FIYNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (FILE 2495 - DELL FINANCIAL SERVICES AWARDED IN THE AMOUNT OF $943,398 AND CHANGE ORDER ONE IN THE AMOUNT OF $19,656 68 PLUS CHANGE ORDER TWO IN THE AMOUNT OF $337,710 30 AND CHANGE ORDER THREE IN THE AMOUNT OF $64,920) WHEREAS, pursuant to Resolution 92-019, the State Pumhas~ng General Servmes Commmmon has sohc~ted, received and tabulated competmve bids for the purchase of necessary materials, eqmpment, supphes or services m accordance w~th the procedures of state law on behalf of the C~ty of Denton, and WHEREAS, on March 21,2000, the City awarded a 36 Month Master Lease Agreement for PC's, Momtors, Laptop, and Peripheral Eqmpment to Dell Fmanmal ~n the amount of $943,398, and WHEREAS, on May 31, 2000, the C~ty awarded Change Order One to the Master Lease Agreement for PC's, Momtors, Laptop, and Peripheral Eqmpment to Dell F~nanmal ~n the amount of $19,656 68, and WHEREAS, on December 12, 2000, the C~ty awarded a Change Order Two to the Master Lease Agreement, for PC's, Momtors, Laptop, and Peripheral Eqmpment to Dell Fmancml ~n the amount of $337,710 30, and WHEREAS, the C~ty Manager or a designated employee has rewewed and recommended that the hereto described materials, eqmpment, supplies or servmes can be purchased by the C~ty through the General Servmes Commmmon programs at less cost than the C~ty would expend ~f Nddmg these Items individually, and WHEREAS, the City Manager hawng recommended to the Council that a change order be authorized to amend such lease agreement w~th respect to the scope and price and smd change order being ~n comphance with the reqmrements of Chapter 252 of the Local Government Code, exempting such purchases from the competitive Nd process, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the change order three ~ncreas~ng the amount of the lease agreement between the C~ty and Dell Flnancml Serwces copy of which is on file ~n the office of the Purchasing Agent, ~n~the mount of Sixty Four Thousand N~ne Hundred Twenty and no/100 ($64,920), is hereby approved and the expenditure of funds therefore is hereby authorized The master lease annual amount is amended to read $1,365,684 98 SECTION II That by the acceptance and approval of change order two to the master lease on file in the office of the Purchasing Agent, the C~ty accepts the offer of the persons submitting the b~ds to the General Services Commission for such items and agrees to purchase the materials, eqmpment, supphes or services m accordance w~th the terms, condmons, specfficat~ons, standards, quantities and for the specffied sums eontmned m the bid documents and related documents filed w~th the General Servmes Commission, and the purchase orders ~ssued by the C~ty SECTION III That should the C~ty and persons submitting approved and accepted ~tems set forth in the change order two w~sh enter ~nto a formal written agreement as a result of the City's ratfficati0n of b~ds awarded by the General Services Commission, the C~ty Manager or h~s designated representative ~s hereby anthonzed to execute the written contract which shall be substantmlly the same as the documents on file ~n the office of the Purchasing Agent, provided that the written contract is in accordance with the terms, conditions, spemficat~ons and standards contained m the Proposal submitted to the General Services Commission, quantltms and specffied sums contained ~n the change order two, and related documents hereto approved and accepted SECTION IV That by the acceptance and approval ofthe hsted items set forth in the change order two, the C~ty Council hereby anthonzes the expenditure of funds therefor in the amount and ~n accordance w~th the purchase orders ~ssued by the City or pursuant to a written contract made pursuant thereto as authorized here~n SECTION V That this ordinance shall become effective lmmedmtely upon its passage and approval /7~ PASSED AND APPROVED th~s day of c,t~/~-~ ,2001 EULiNE BROCK, MAYOR ATTEST JEI~IIFER WALTERS~ CITY SECRETARY ATTAC~I~ENT 1 0 o 0 0 0 co 0 o 0 o 0 o 0 o o 0 0 o 0 o O ANCE NO d /-d'g AN ORDINANCE AUTHORIZING THE EXECUTION OF CHANGE ORDER FIVE TO A CONTRACT FOR LEASE PURCHASE FINANCING OF PC'S, MONITORS, AND PERIPHERAL EQUIPMENT BETWEEN THE CITY OF DENTON AND DELL FINANCIAL SERVICES, PROVIDING FOR AN INCREASE IN THE QUANTITY OF ITEMS, INCREASE IN THE ANNUAL LEASE PAYMENT AMOUNT, AND PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (FILE 2495 - DELL FINANCIAL SERVICES AWARDED IN THE AMOUNT OF $943,398 AND CHANGE ORDER ONE IN THE AMOUNT OF $19,656 68 AND CHANGE ORDER TWO IN THE AMOUNT OF $337,710 30 AND CHANGE ORDER THREE IN THE AMOUNT OF $64,920 AND CHANGE ORDER FOUR IN THE AMOUNT OF $17,406 36 PLUS CHANGE ORDER FIVE IN THE AMOUNT OF $203,637 12 FOR A TOTAL OF $1,586,728 46) WHEREAS, pursuant to Resolution 92-019, the State Pumhaslng General Services Comrmssion has solicited, received and tabulated competitive bids for the purchase of necessary matenals~ equipment, supplies or services in accordance with the procedures of state law on behalf of the C~ty of Denton, and WHEREAS, on March 21, 2000, the City awarded a 36 Month Master Lease Agreement for PC's, Monitors, Laptop, and Peripheral Equipment to Dell Financial in the amount of $943,398, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the herein described materials, eqmpment, supphes or serwces can be purchased by the City through the General Services ComJmsmon programs at less cost than the City would expend if b~dchng these items individually, and WHEREAS, the City Manager having recommend to the Council that a change order be authonze~i to amend such lease agreement with respect to the scope and price and smd change order being m compliance with the requirements of Chapter 252 of the Local Government Code, exempung such purchases from the competit~ve bid process, NOW THEREFORE, THE COUNCIL OF THE C1TY OF DENTON HEREBY ORDAINS SECTION I That the change order five increasing the amount of the lease agreement between ~he C,ty and Dell Financial Services copy of which ~s on file in the office of the Purchasing Agent, itt the amount of Two Hundred Three Thousand Six Hundred Thirty Seven and 12/100 dollars ($203,637 12), is hereby approved and the expendature of funds therefore is hereby authorized The master lease annual amount is amended to read $1,586,728 46 SECTION lI That by the acceptance and approval of change order five to the master lease on file ~n the office of the Purchasing Agent, the C~ty accepts the offer of the persons subrmtt~ng the b~ds to the General Services Comrmss~on for such ~tems and agrees to purchase the materials, eqmpment, supphes or services ~n accordance w~th the terms, conditions, specffmat~ons, standards, quantities and for the specified sums contained in the bid documents and related documents filed w~th the General Services Comnuss~on, and the purchase orders ~ssued by the C~ty SECTION ITl That should the C~ty and persons subnuttang approved and accepted ~tems set forth m the change order five 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 SPruces Comnuss~on, the C~ty Manager or h~s designated representative ~s hereby anthonzed to execute the written contract which shall be substantmlly the same as the documents on file m the office of the Purchasing Agent, prowded that the written contract ~s m accordance with the terms, c0ntht~ons, specifications and standards contmned ~n the Proposal subrmtted to the General Services Comrmss~on, quantities and specified sums contmned m the change order two, and related documents hereto approved and accepted SECTION 1V That by the acceptance and approval of the hsted ~tems set forth m the change order two, the C~ty Council hereby authorizes the expenditure of funds therefor ~n the amount and in accordance w~th the purchase orders issued by the City or pursuant to a written contract made pursuant thereto as authorized here~n SECTION V That this orchnance shall become effecnve ~mmed~ately upon ~ts passage and approval PASSED AND APPROVED this o~/~t'~ dayof ff~~. 2001 EULINE BROCK, MAYOR ATTEST, JENNIFER WALTERS, CITY SECRETARY APP~VED AS~ LEG~I~ORM BY ~ ~ File 2495 Dell F~eneral Services Comrmss~on-200 ORDm CE NO d Pd-Pb / AN ORDINANCE AUTHORIZING THE EXECUTION OF~dCHANGE ORDERt SIX TO A CONTRACT FOR LEASE PURCHASE FINANCING OF PC'S, MONITORS, AND PERIPHERAL EQUIPMENT BETWEEN THE CITY OF DENTON AND DELL FINANCIAL SERVICES, PROVIDING FOR AN INCREASE IN THE QUANTITY OF ITEMS, INCREASE IN THE ANNUAL LEASE PAYMENT AMOUNT, AND PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFORE, AND PROVIDING AN EFFECTIVE DATE (FILE 2495 - DELL FINANCIAL SERVICES AWARDED IN THE AMOUNT OF $943,398 AND CHANGE ORDER ONE IN THE AMOUNT OF $19,656 68 AND CHANGE ORDER TWO IN THE AMOUNT OF $337,710 30 AND CHANGE ORDER THREE IN THE AMOUNT OF $64,920 AND CHANGE ORDER FOUR IN THE AMOUNT OF $17,406 36 AND CHANGE ORDER FIVE IN THE AMOUNT OF $203,637 12 PLUS CHANGE ORDER SIX IN THE AMOUNT OF $146,030 94 FOR A TOTAL OF $1,732,759 40) 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, on March 21, 2000, the City awarded a 36 Month Master Lease Agreement for PC's, Monitors, Laptop, and Peripheral Equipment to Dell Financial in the amount of $943,398, and subsequent change orders one through five, and WHEREAS, the City Manager or a designated employee has reviewed and recommended that the hereto described materials, eqmpment, supplies or services can be purchased by the City through the General Services Commission programs at less cost than the City would expend if bidding these items ln&wdually, and WHEREAS, the City Manager having recommend to the Council that a change order be authorized to amend such lease agreement with respect to the scope and price and said change order being in compliance with the requirements of Chapter 252 of the Local Government Code, exempting such purchases from the competitive bid process, NOW THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the change order slx increasing the amount ofthe lease agreement between the City and Dell Financial Services, copy ofwhmh is on file ~n the office of the Purchasing Agent, in the amount of One Hundred Forty Six Thousand Thirty and 94/100 Dollars ($146,030 94), ~s hereby approved and the expenditure of funds therefore is hereby authorized The master lease annual amount is amended to read $1,732,759 40) SECTION II That by the acceptance and approval ofchange order slx to the master lease on file in the,office of the Purchasing Agent, the City accepts the offer of the persons submitting the bids to the General Services Commxsslon for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, conditions, specfficatlons, standards, quantities and for the specffied sums contmned ~n the bid documents and related documents filed with the General Services Commission, and the purchase orders issued by the City SECTION III That should the C~ty and persons submitting approved and accepted ~tems set forth in the change order slx wish to enter into a formal written agreement as a result of the C~ty's ratification ofb~ds awarded by the General Semces Commission, the City Manager or his designated representative is hereby authorized to execute the written contract which shall be substantially the same as the documents on file m the office of the Pumhasing Agent, prowded that the written contract is in accordance with the terms, conditions, specifications and standards contmned in the Proposal submitted to the General Services Commission, quantities and specified sums contained in the change order two, and related documents herein approved and accepted SECTION IV That by the acceptance and approval of the listed items set forth ~n the change order two, the C~ty Council hereby authorizes the expenditure of funds therefor in the amount and in accordance w~th the pumhase orders ~ssued by the City or pursuant to a written contract made pursuant thereto as authorized herein SI~CTION V That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this ff~f-/~ dayof ~'J~'t~ ~/~ EULINE BROCK, MAYOR ATTEST, JENNI]?ER WALTERS, CITY SECRETARY H ERB~~ITY ATTORNEY DBelIY F~lon-2002 ,2002