HomeMy WebLinkAboutContract 58905FORT
WORTH CSC No. 58905
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Netsync
Network Solutions, Inc. ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule
municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — City's Terms and Conditions;
3. Exhibit B — Conflict of Interest Questionnaire.
4. Exhibit C — Texas Department of Information Resources DIR-TSO-4167; and
5. Exhibit D — DIR-TSO-4167 Pricing Index
Exhibits A, B, C, and D which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in
Exhibit C pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A — City's Terms and Conditions and Exhibit
C — DIR-TSO-4167, then Exhibit A — City's Terms and Conditions shall control, but only to the extent
allowable under the DIR-TSO-4167.
Buyer shall pay Seller in accordance with the fee schedule in Exhibit C and in accordance with
the provisions of this Agreement. Total payment made annually under this Agreement by Buyer shall
not exceed the amount of Eleven Million Two Hundred Thousand and 00/100 ($11,200,000.00). Seller
shall not provide any additional items or services or bill for expenses incurred for Buyer not specified
by this Agreement unless Buyer requests and approves in writing the additional costs for such services.
Buyer shall not be liable for any additional expenses of Seller not specified by this Agreement unless
Buyer first approves such expenses in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and expires on July 3, 2023 to coincide with the Cooperative Purchase
Agreement. This Agreement may be amended to reflect the successive DIR Cooperative Agreement to
DIR-TSO-4167 and be renewed annually in accordance with the terms of that DIR Cooperative
Agreement.
[signature page following)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 1 of 33
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
By: Valerie Washington (Feb 20,202310:23 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Feb 20, 2023
APPROVAL RECOMMENDED:
f-� By: ,'
Name: Kevin Gunn
Title: Director, IT Solutions Department
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: BobbyL , 2023 12:03 CST)
Name: Bobby Lee_
Title: Sr. IT Solutions Manager
1199 Z1]L0117MV1111all] 7uFEWIQND110111619
,dQvonp-Q�
4
ATTEST: & F FORToBy:
a 9P. Name: Taylor Paris
o°o oo* Title: Assistant City Attorney
o
A s °°att TEllloo
�IInoaod
By:
Name: Jannette Goodall
Title: City Secretary
SELLER:
Netsync Network Solutions, Inc.
�X
Name: Clara Alessi
Title:
Contracts Manager
Date: 3
CONTRACT AUTHORIZATION:
M&C: 23-0061
Approved: 02/14/2023
Form 1295: 2022-962856
ATTEST:
By:
Name:
Title:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 2 of 33
Exhibit A
CITY OF FORT WORTH, TEXAS
TERMS AND CONDITIONS
1. Termination.
a. Convenience. Either City or Vendor may terminate the Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt
of notice from the non -breaching party, or other time frame as agreed to by the parties. If the
breaching party fails to cure the breach within the stated period of time, the non -breaching party
may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or
equity, immediately terminate the Agreement by giving written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated
by City in any fiscal period for any payments due hereunder, City will notify Vendor of such
occurrence and the Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide City with services
requested by City and in accordance with the Agreement up to the effective date of termination.
Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all
completed or partially completed documents prepared under the Agreement. In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to City in a machine readable format or other format
deemed acceptable to City.
2. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached
Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or
liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
3. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall
be governed by, and construed in accordance with the laws of the United States and state of Texas,
exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a
court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be
governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and
any such terms are hereby deleted from the Agreement and shall have no force or effect.
4. Linked Terms and Conditions. If the Agreement contains a website link to terms and
conditions, the linked terms and conditions located at that website link as of the effective date of the
Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the
linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the
Document Ref: DCXTQ-6UZMU-FM0NU-FXQ4G Page 3 of 33
provisions contained within this Addendum and the Agreement shall control. If any changes are made
to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and
void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of
the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void.
5. Insurance. The City is a governmental entity under the laws of the state of Texas and
pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental
Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement
requires City to purchase insurance, City objects to any such provision, the parties agree that any such
requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or
effect. City will provide a letter of self -insured status as requested by Vendor.
6. Sovereign Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity.
To the extent the Agreement requires City to waive its rights or immunities as a government entity; such
provisions are hereby deleted and shall have no force or effect.
7. Limitation of Liabilitv and Indemnitv. To the extent the Agreement, in any way, limits
the liability of Vendor or requires City to indemnify or hold Vendor or any third party harmless from
damages of any kind or character, City objects to these terms and any such terms are hereby deleted from
the Agreement and shall have no force or effect.
8. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own
cost and expense, including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual
property right arising from City's use of the Deliverable(s), or any part thereof, in accordance
with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay
shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall
have the right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, City shall have
the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to
protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City,
for whatever reason, assumes the responsibility for payment of costs and expenses for any claim
or action brought against the City for infringement arising under the Agreement, the City shall
have the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may receive
relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or
expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the
Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained
or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to
continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing,
provided that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally
equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all
amounts paid to Vendor by the City, subsequent to which termination City may seek any and all
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 4 of 33
remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
9. Data Breach. Vendor further agrees that it will monitor and test its data safeguards
from time to time, and further agrees to adjust its data safeguards from time to time in light of
relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or
becomes aware of any unauthorized access to any financial or personal identifiable information
("Personal Data") by any unauthorized person or third party, or becomes aware of any other
security breach relating to Personal Data held or stored by Vendor under the Agreement or in
connection with the performance of any services performed under the Agreement or any
Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall
fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of
such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take
the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City,
its Affiliates, and their respective officers, directors, employees and agents, harmless from and
against any and all claims, suits, causes of action, liability, loss, costs and damages, including
reasonable attorney fees, arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section, except to the extent resulting from the acts or
omissions of City. All Personal Data to which Vendor has access under the Agreement, as between
Vendor and City, will remain the property of City. City hereby consents to the use, processing
and/or disclosure of Personal Data only for the purposes described herein and to the extent such
use or processing is necessary for Vendor to carry out its duties and responsibilities under the
Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer
Personal Data to third parties other than through its underlying network provider to perform its
obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to
defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result
of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United
States or other jurisdictions approved by City in writing and shall not be transferred to any other
countries or jurisdictions without the prior written consent of City.
10. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration
to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the
Agreement and shall have no force or effect.
11. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient
for purposes of the Agreement only.
12. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood
and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are
not appropriated or become unavailable, City shall have the right to terminate the Agreement except for
those portions of funds which have been appropriated prior to termination.
13. Public Information. City is a government entity under the laws of the State of Texas and
all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby
objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no
force or effect. In the event there is a request for information marked Confidential or Proprietary, City
shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to
disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by
the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction.
Document Ref: DCX7rQ-6UZMU-FMONU-FXQ4G Page 5 of 33
14. Addendum Controlling. If any provisions of the attached Agreement, conflict with the
terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance
of City, the terms in this Addendum shall control.
15. Network Access.
a. City Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to
the City's computer network in order to provide the services herein, Vendor shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "A" and
incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System
("FIRS"), Interstate Identification Index System ("III System"), National Crime Information
Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement
Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code
of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the
administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police
Department, under the Agreement, Vendor shall comply with the Criminal Justice Information
Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal
Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes,
modifications, alterations, or amendments shall be made to the Security Addendum. The
document must be executed as is, and as approved by the Texas Department of Public Safety and
the United States Attorney General.
16. Immigration Nationalitv Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under the Agreement, including completing the Employment
Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all
I-9 forms and supporting eligibility documentation for each employee who performs work under the
Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures
and controls so that no services will be performed by any Vendor employee who is not legally eligible
to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS
FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS
PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR
LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the
Agreement for violations of this provision by Vendor.
17. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for
less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, City is prohibited from entering into a contract with a company
for goods or services unless the contract contains a written verification from the company that it: (1)
does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott
Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written
verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the Agreement.
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 6 of 33
18. Rifzht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after
final payment under the Agreement, have access to and the right to examine any directly pertinent books,
documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor
agrees that City shall have access during normal working hours to all necessary Vendor facilities and
shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the
provisions of this section. City shall give Vendor reasonable advance notice of intended audits.
19. Prohibition on Bovcottin2 Enerav Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, §
2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
20. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as
added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for
goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public
funds of the City with a company with 10 or more full-time employees unless the contract contains a
written verification from the company that it: (1) does not have a practice, policy, guidance, or directive
that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association. The terms
"discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1.
To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade
association during the term of this Agreement.
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 7 of 33
Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract discussions
or negotiations with the Buyer, or submits an application or response to a request for proposals or
bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at htty://www.ethics.state.tx.us/forms/CIO.vdf.
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the
form. However, a signature is required in the #4 box in all cases.
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 8 of 33
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
J Name of vendor who has a business relationship with local governmental entity.
Netsync Network Solutions
❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
N/A
Name of Officer
J Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
F7Yes F1 No
J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
J
❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
J
2/9/2023
Signature of vendor doi esi,6s,with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
EXHIBIT C
TEXAS DEPARTMENT OF INFORMATION RESOURCES
DIR-TSO-4167
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 10 of 33
Contract Number
DIR-TSO-4167
Vender Information
Cisco Systems, Inc.
Vendor ID: 1770059951100
HUB Type: Non HUB Q
RFO: DIR-TSO-TMP-425
Contract Status: Active
Contract Overview
VENDOR CONTACT:
Jumana Dihu Cr
Phone: (773) 269-6397
Vendor Website Gr
Contract Term ❑ate: 07/03/23 D7
Contract Expiration Date: 07/03/23 (2
DIR CONTACT:
Tiffanay WaLler Go'
Phone: (512) 475-4962
Cisco Systems offers Cisco branded hardware, networking equipment, servers, data storage solutions, and related
services through this contract. Contracts may be used by state and local government, public education, other public
entities in Texas, as well as public entities outside the state. This contract has a number of reselLers, many of which are
HUB vendors. DIR has exercised the automatic renewal option for this Contract. This renewal extends the contract
through July 3. 2023.
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 11 of 33
DIR Contract No. DIR-TSO-4167
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
Cisco Systems, Inc.
1. Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas, acting
by and through the Department of Information Resources (hereinafter "DIR") with its principal
place of business at 300 West 151^ Street, Suite 1300, Austin, Texas 78701, and Cisco Systems, Inc.
(hereinafter "Vendor"), with its principal place of business at 170 West Tasman Drive, San Jose,
California 95134.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of Texas.
DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily,
Request for Offer (RFO) DIR-TSO-TMP-425, on December 20, 2017, for Cisco Branded Products
and Services. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-425 shall
be posted by DIR on the Electronic State Business Daily.
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence shall be as follows: this
Contract; Appendix A, Standard Terms and Conditions For Products and Related Services
Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan;
Appendix C, Pricing Index; Appendix D, End User License Agreement; Appendix E, Services
Agreement; Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-425, including all addenda; and
Exhibit 2, DIR-TSO-TMP-425, including all addenda; are incorporated by reference and constitute
the entire agreement between DIR and Vendor governing purchase transactions. In the event of
a conflict between the documents listed in this paragraph related to purchases, the controlling
document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then
Appendix D, then Appendix E, then Exhibit 1, and finally Exhibit 2. In the event and to the extent
any provisions contained in multiple documents address the same or substantially the same
subject matter but do not actually conflict, the more recent provisions shall be deemed to have
superseded earlier provisions.
2. Term of Contract
The initial term of this Contract shall be two (2) years commencing on the last date of approval by
DIR and Vendor, with three (3) optional one-year renewals. Prior to expiration of each term, the
contract will renew automatically under the same terms and conditions unless either party
provides notice to the other party 60 days in advance of the renewal date stating that the party
wishes to discuss modification of terms or not renew. Additionally, the parties by mutual
agreement may extend the term for up to ninety (90) additional calendar days.
Department of Information Resources Page 1 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 12 of 33
DIR Contract No. DIR-TSO-4167
Vendor Contract No.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Cisco branded products and services and
third -party products that complement the Cisco branded products and services as specified
in the Appendix C, Pricing Index. Vendor may incorporate changes to their product offering;
however, any changes must be within the scope of products awarded based on the posting
described in Section 1.13 above. Vendor may not add a manufacturer's product line which was
not included in the Vendor's response to the solicitation described in Section 1.6 above.
B. Services
Services available under this Contract are limited to Cisco branded services as specified in
Appendix C, Pricing Index and Appendix E, Services Agreement. Vendor may incorporate
changes to their service offering; however, any changes must be within the scope of services
awarded based on the posting described in Section 1.13 above.
C. Emerging Technologies and Future Acquisitions
DIR recognizes that technology is ever -evolving and advancing. DIR reserves the right to
consider the addition of emerging technologies such as next generation, enhancements and
upgrades for products or services that are within the scope of the Cisco Branded Products and
Services RFO DIR-TSO-TMP-425. Vendor may propose such products and services throughout
the term of the Contract with pricing and terms to be negotiated upon DIR's acceptance. Any
determination or acceptance of additions will be at DIR's sole discretion. In addition, DIR and
Vendor may mutually agree to add future acquisitions by Cisco to the Contract, with product
and service terms, conditions and pricing to be mutually agreed upon in writing by contract
amendment.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 9, Pricing, Purchase Orders,
Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR
Administrative Fee.
S. DIR Administrative Fee
A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to
Customers pursuant to this Contract is three-quarters of one percent (.75%). Payment will be
calculated for all sales, net of returns and credits. For example, the administrative fee for sales
totaling $100,000 shall be $750.00.
B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to
change this fee upwards or downwards during the term of this Contract, upon thirty (30) calendar
days written notice to Vendor without further requirement for a formal contract amendment.
Any change in the administrative fee shall be incorporated in the price to the Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
Department of Information Resources Page 2 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 13 of 33
DIR Contract No. DIR-TSO-4167
Vendor Contract No.
If sent to the State:
Kelly A Parker, CTPM, CTCM
Director, Cooperative Contracts
Department of Information Resources
300 W. 1511 St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-1647
Facsimile: (512) 475-4759
Email: kellv.oarker@dir.texas.eov
If sent to the Vendor:
Lynne Coughlan
Cisco Systems, Inc.
170 West Tasman Drive
San Jose, California 95134
Phone: (617) 951- 6755
Facsimile: (703) 842 - 8684
Email: Icoughla@cisco.com
Software License, Service and Leasing Agreements
A. Software License Agreement
1) Customers acquiring software licenses to Cisco branded products under the Contract shall
hold, use and operate such software subject to compliance with the End User License
Agreement set forth in Appendix D of this Contract. No changes to the End User License
Agreement terms and conditions may be made unless previously agreed to between Vendor
and DIR. Customers may not add, delete or alter any of the language in Appendix D; provided
however, that a Customer and Vendor may agree to additional terms and conditions that do
not diminish a term or condition in the Software License Agreement, or in any manner lessen
the rights or protections of Customer or the responsibilities or liabilities of Vendor. Order
Fulfiller shall make the Software License Agreement terms and conditions available to all
Customers at all times.
2) Compliance with the End User License Agreement is the responsibility of the Customer.
DIR shall not be responsible for any Customer's compliance with the End User License
Agreement. If DIR purchases software licenses for its own use under this Contract, it shall be
responsible for its compliance with the End User License Agreement terms and conditions.
B. Shrink/Click-wrap License Agreement
Regardless of any other provision or other license terms which may be issued by Vendor after
the effective date of this Contract, and irrespective of whether any such provisions have been
proposed prior to or after the issuance of a Purchase Order for products licensed under this
Contract, or the fact that such other agreement may be affixed to or accompany software
upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall
supersede and govern the license terms between Customers and Vendor for Cisco branded
products. It is the Customer's responsibility to read the Shrink/Click-wrap License
Agreement and determine if the Customer accepts the license terms as amended by this
Department of Information Resources Page 3 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 14 of 33
DIR Contract No. DIR-TSo-4167
Vendor Contract No.
Contract. If the Customer does not agree with the license terms, Customer shall be
responsible for negotiating with the reseller to obtain additional changes in the
Shrink/Click-wrap License Agreement language from the software publisher. For third -
party products included in the Appendix C Pricing Index, Vendor will provide the applicable
third -party software license agreements to Customer.
C. Service Agreement
Services provided under this Contract shall be in accordance with the Service Agreement as
set forth in Appendix E of this Contract. No changes to the Service Agreement terms and
conditions may be made unless previously agreed to by Vendor and DIR.
D. Conflicting or Additional Terms
In the event that conflicting or additional terms in Vendor Software End User License
Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or
supplemental documents amend or diminish the rights of DIR Customers or the State, such
conflicting or additional terms shall not take precedence over the terms of this Contract.
In the event of a conflict, any linked documents may not take precedence over the printed or
referenced documents comprising this contract; provided further that any update to such
linked documents shall only applyto purchases or leases of the associated Vendor product or
service offering after the effective date of the update; and, provided further, that, if Vendor
has responded to a solicitation or request for pricing, no update of such linked documents on
or after the initial date of Vendor's initial response shall apply to that purchase unless Vendor
directly informs Customer of the update before the purchase is consummated.
In the event that different or additional terms or conditions would otherwise result from
accessing a linked document, agreement to said linked document shall not be effective until
reviewed and approved in writing by Customer's authorized signatory.
Vendor shall not without prior written agreement from Customer's authorized signatory,
require any document that: 1) diminishes the rights, benefits, or protections of the Customer,
or that alters the definitions, measurements, or method for determining any authorized
rights, benefits, or protections of the Customer; or 2) imposes additional costs, burdens, or
obligations upon Customer, or that alters the definitions, measurements, or method for
determining any authorized costs, burdens, or obligations upon Customer.
If Vendor attempts to do any of the foregoing, the prohibited documents will be void and
inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor
will nonetheless be obligated to perform the contract without regard to the prohibited
documents, unless Customer elects instead to terminate the contract, which in such case may
be identified as a termination for cause against Vendor.
The foregoing requirements apply to all contracts, including, but not limited to, contracts
between Customer and Vendor's resellers who pass through product documents and
obligations from the Manufacturer or Publisher.
Department of Information Resources Page 4 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 15 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related
Services Contracts.
A. Appendix A, Section 3, Definitions, A. Customer, is hereby restated in its entirety as follows:
A. Customer - the any Texas state agency, unit of local government, institution of higher
education as defined in Section 2054.003, Texas Government Code, the Electric Reliability
Council of Texas, the Lower Colorado River Authority, a private school, as defined by Section
5.001, Education Code, a private or independent institution of higher education, as defined by
Section 61.003, Education Code, a volunteer fire department, as defined by Section 152.001,
Tax Code, and those state agencies purchasing from a DIR contract through an Interagency
Agreement, as authorized by Chapter 771, Texas Government Code, any local government as
authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and
the state agencies and political subdivisions of other states as authorized by Section
2054.0565, Texas Government Code and, except for telecommunications services under
Chapter 2170, Texas Government Code, assistance organizations as defined in Section
2175.001, Texas Government Code to mean:
1) A non-profit organization that provides educational, health or human services or
assistance to homeless individuals;
2) A nonprofit food bank that solicits, warehouses, and redistributes edible but
unmarketable food to an agency that feeds needy families and individuals;
3) Texas Partners of the Americas, a registered agency with the Advisory Committee
on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the
Agency for International Development;
4) A group, including a faith -based group, that enters into a financial or non -financial
agreement with a health or human services agency to provide services to that agency's
clients;
5) A local workforce development board created under Section 2308.253;
6) A nonprofit organization approved by the Supreme Court of Texas that provides
free legal services for low-income households in civil matters;
7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the
commissioner of agriculture as the foundation's successor entity under Section 74.1011,
Texas Agriculture Code;
8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes
used computer equipment to public school students and their families; and
9) A nonprofit organization that provides affordable housing -Customer's fiscal form
or format, which is used when making a purchase (e.g., formal written Purchase Order,
Procurement Card, Electronic Purchase Order.
Notwithstanding the above, nothing in the definition of Customer shall require Vendor to offer
products and services to state agencies and political subdivisions of other states as authorized
under Chapter 2170, Texas Government Code.
B. Appendix A, Section 3, Definitions, G. Purchase Order, is hereby restated in its entirety as
follows:
Department of Information Resources Page 5 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 16 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
G. Purchase Order - the Customer's fiscal form or format, which is used when making a
purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order,
or other authorized instrument). The terms of this agreement supersedes any terms printed
on Customer's Purchase Order and any Purchase Order terms are null and void.
C. Appendix A, Section 4, General Provisions, D. Assignment, is hereby restated in its entirety as
follows:
D. Assignment
DIR or Vendor may assign the Contract without prior written approval to: i) a successor in
interest (for DIR, another Texas state agency as designated by the Texas Legislature), or ii) a
subsidiary, parent company or affiliate, or iii) as necessary to satisfy a regulatory requirement
imposed upon a party by a governing body with the appropriate authority. Assignment of the
Contract under the above terms shall require written notification by the assigning party. Any
other assignment by a party shall require the written consent of the other party. Each party
agrees to cooperate to amend the Contract as necessary to maintain an accurate record of the
contracting parties.
D. Appendix A, Section 4, General Provisions, E. Survival, is hereby restated in its entirety as
follows:
E. Survival
All applicable software license agreements, warranties or service agreements that were
entered into between Vendor and a Customer under the terms and conditions of the Contract
shall survive the expiration or termination of the Contract. All Purchase Orders issued and
accepted by Vendor or Order Fulfiller shall survive expiration or termination of the Contract
for the term of the Purchase Order, unless the Customer terminates the Purchase Order prior
to acceptance by Vendor or its Order Fulfiller. However, regardless of the term of the Purchase
Order, no Purchase Order shall survive the expiration or termination of the Contract for more
than five years, unless Customer makes an express finding and justification for the longer term.
The finding and justification must either be included in the Purchase Order, or referenced in it
and maintained in Customer's procurement record. Rights and obligations under this Contract
which by their nature should survive, including, but not limited to the DIR Administrative Fee;
and any and all payment obligations invoiced prior to the termination or expiration hereof;
obligations of confidentiality; and, indemnification, will remain in effect after termination or
expiration hereof.
E. Appendix A, Section 5, Intellectual Property Matters, is hereby restated in its entirety as
follows:
This contract does not contemplate, authorize or support acquisition of custom software
products or services or the creation of intellectual property. If Vendor and Customer seek to
contract for such product or service, they must use a separate contract or seek amendment
with DIR of this contract. If DIR and Vendor decide to authorize customized software or
hardware products or the creation of intellectual property, then the terms and conditions of
ownership of intellectual property will be negotiated between the parties at such time.
Department of Information Resources Page 6 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 17 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
F. Appendix A, Section 7, Contract Fulfillment and Promotion, A. Service, Sales and Support of
the Contract, is hereby restated in its entirety as follows:
A. Service, Sales and Support of the Contract
Vendor shall provide service, sales and support resources to serve all Customers throughout
the State. It is the responsibility of the Vendor to sell, market, and promote services available
under the Contract. Vendor shall use its commercially reasonable efforts to ensure that
potential Customers are made aware of the existence of the Contract. All sales to Customers
for services available under the Contract shall be processed through the Contract.
G. Appendix A, Section 7, Contract Fulfillment and Promotion, C. Product Warranty and Return
Policies, is hereby restated in its entirety as follows:
C. Product Warranty and Return Policies
Order Fulfiller will adhere to the Vendor's then -currently published policies concerning product
warranties and returns. Product warranty and return policies for Customers will not be more
restrictive or more costly than warranty and return policies for other similarly situated
Customers for like products. Warranty and returns for third -party products will be subject to
the separate policies and terms set forth by the applicable third -party, provided said policies
and terms were provided to Customers prior to acceptance by Customer of the third -party
products. Vendor/Order Fulfiller will assign any such warranty and return rights to Customer,
to the extent applicable.
H. Appendix A, Section 7, Contract Fulfillment and Promotion, E. Internet Access to Contract
and Pricing Information, is hereby restated in its entirety as follows:
E. Internet Access to Contract and Pricing Information
1) Vendor Website
Within thirty (30) calendar days of the effective date of the Contract, Vendor will establish and
maintain a website specific to the product and service offerings under the Contract which is
clearly distinguishable from other, non-DIR Contract offerings at Vendor's website. The
website must include:
a) the products and services awarded (alternatively, categories);
b) description of product and service (categories) awardedi
c) a current price list or mechanism (for example, a services calculator or product
builder) to obtain specific contracted pricing;
d) discount percentage (%) off MSRP or List Price;
e) designated Order Fulfillers;
f) contact information (name, telephone number and email address) for Vendor and
designated Order Fulfillers;
g) instructions for obtaining quotes and placing Purchase Orders;
h) warranty policies;
i) return policies;
j) the DIR Contract number with a hyperlink to the Contract's DIR webpage;
k) a link to the DIR "Cooperative Contracts" webpage; and
I) the DIR logo in accordance with the requirements of this Section.
Department of Information Resources Page 7 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 18 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
If Vendor does not meet the webpage requirements listed above, DIR may cancel the contract
without penalty, provided however, that Vendor is provided written notice of the website's
non-compliance, and Vendor fails to correct such non-compliance withing thirty (30) calendar
days.
2) Accurate and Timely Contract Information
Vendor warrants and represents that the website information specified in the above paragraph
will be accurately and completely posted, maintained and displayed in an objective and timely
manner. Vendor, at its own expense, shall correct any non -conforming or inaccurate
information posted at Vendor's website within thirty (30) business days after written
notification by DIR.
3) Website Compliance Checks
Periodic compliance checks of the information posted for the Contract on Vendor's website
will be conducted by DIR. Upon request by DIR, Vendor shall provide verifiable documentation
that pricing listed upon this website is compliant with the pricing as stated in Section 4 of the
Contract.
4) Website Changes
Vendor hereby consents to a link from the DIR website to Vendor's website in order to facilitate
access to Contract information. The establishment of the link is provided solely for convenience
in carrying out the business operations of the State. DIR reserves the right to terminate or
remove a link at any time, in its sole discretion, without advance notice, or to deny a future
request for a link. DIR will provide Vendor with subsequent notice of link termination or
removal. Vendor shall provide DIR with timely written notice of any change in URL or other
information needed to access the site and/or maintain the link.
5) Use of Access Data Prohibited
If Vendor stores, collects or maintains data electronically as a condition of accessing Contract
information, such data shall only be used internally by Vendor for the purpose of implementing
or marketing the Contract, and shall not be disseminated to third parties or used for other
marketing purposes. The Contract constitutes a public document under the laws of the State
and Vendor shall not restrict DIR or Customer access to Contract terms and conditions
including pricing, i.e., through use of restrictive technology or passwords.
6) Responsibility for Content
Vendor is solely responsible for administration, content, intellectual property rights, and all
materials at Vendor's website. DIR reserves the right to require a change of listed content if, in
the opinion of DIR, it does not adequately represent the Contract.
I. Appendix A, Section 7, Contract Fulfillment and Promotion, G. Vendor and Order Fulfiller
Logo, is hereby restated in its entirety as follows:
G. Vendor and Order Fulfiller Logo
In the event DIR should need use of Vendor's or Order Fulfiller's Logos, mutually agreed upon
criteria will be coordinated with Vendor.
Department of Information Resources Page 8 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 19 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
J. Appendix A, Section 8, Pricing, Purchase Order, Invoices, and Payments, C. Customer Price,
is hereby restated in its entirety as follows:
C. Customer Price
1) The price to the Customer shall be calculated as follows:
Customer Price = (MSRP or List Price— Customer Discount as set forth in Appendix C,
Pricing Index) x (1 + DIR Administrative Fee, as set forth in the Contract).
2) Customers purchasing products and services under this Contract may negotiate more
advantageous pricing or participate in special promotional offers. In such event, a copy of such
better offerings shall be furnished to DIR upon request.
3) If pricing for Vendor's products or services available under this Contract are provided by
Vendor at a lower price to: (i) an eligible Customer in Texas who is not purchasing those
products or services under this Contract or (ii) any other Texas entity or consortia authorized
by Texas law to sell said products and services to eligible Customers, then the available
Customer Price in this Contract shall be adjusted to that lower price prospectively. This
requirement applies to products or services quoted directly by Vendor for a quantity of one (1)
under like terms and conditions, and does not apply to volume or special pricing purchases.
Upon either Customer's notice to Vendor, or Vendor's notice to Customer that the party(ies)
have become aware of this pricing differential and the pricing differential has been confirmed
by Vendor or Customer provides reasonable confirmation to Vendor, this Contract shall be
amended within ten (10) business days to reflect the lower price.
K. Appendix A, Section 8, Pricing, Purchase Orders, Invoices, and Payments, G. Changes to
Prices, is hereby replaced in its entirety as follows:
G. Changes to Prices
Vendor may change the price of any product or service at any time, based upon changes to the
MSRP, but discount levels shall remain consistent with the discount levels specified in this
Contract.
Vendor may revise its pricing (but not its discount rate, if any, and not the products or services
on its contract pricing list) by posting a revised pricing list. Such revised pricing lists are subject
to review by DIR. If DIR finds that a product's or service's price has been increased
unreasonably, DIR may request Vendor to reduce its pricing for the product or service to the
level published before the revision. Vendor must reduce its pricing or remove the product or
service from its pricing list within thirty (30) calendar days. Failure to do so will constitute an
act of default by Vendor.
L. Appendix A, Section 8, Pricing, Purchase Orders, Invoices, and Payments, K. Transfer of Title,
is hereby added to this section as follows:
K. Transfer of Title
Transfer of Title shall occur upon acceptance of goods. Customer shall have five (5) business
days after receipt to accept products. Absent written rejection within five (5) business days,
Department of Information Resources Page 9 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 20 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
products will be deemed accepted, without waiving the right to return products as set forth
under Vendor and product warranty provisions.
M. Appendix A, Section 9, Contract Administration, B. Reporting and Administrative Fees, is
hereby restated in its entirety as follows:
1) Reporting Responsibility
a) Vendor shall be responsible for reporting all products and services purchased under
the Contract. Vendor shall file the monthly reports, subcontract reports, and pay the
administrative fees in accordance with the due dates specified in this section.
b) DIR shall have the right to verify required reports and to take any actions necessary
to enforce its rights under this section, including but not limited to, compliance checks of
Vendor's applicable Contract books at DIR's expense. Vendor will provide all required
documentation at no cost.
2) Detailed Monthly Report
Vendor shall electronically provide DIR with a detailed monthly report in the format
required by DIR showing the dollar volume of any and all sales under the Contract for the
previous month period. Reports shall be submitted to the DIR ICT Cooperative Contracts
E-Mail Box at ict.sales dir.texas.00v. Reports are due on the fifteenth (151h) calendar day
after the close of the previous month period. If the 15th calendar day falls on a weekend
or state or federal holiday, the report shall be due on the next business day. It is the
responsibility of Vendor to collect and compile all sales under the Contract from
participating Order Fulfillers and submit one (1) monthly report. The monthly report shall
include, per transaction: the detailed sales for the period, Order Fulfiller's Company
name, if applicable, Customer name, invoice date, invoice number, description, part
number, manufacturer (brand), quantity, unit price, extended price, Customer Purchase
Order number, contact name, Customer's complete billing address, and other
information as required by DIR. Each report must contain all information required by DIR
and listed above per transaction or the report will be rejected and returned to the Vendor
for correction in accordance with this section. Vendor shall report in a manner required
by DIR which is subject to change dependent upon DIR's business needs. Failure to do so
may result in contract termination.
3) Historically Underutilized Businesses Subcontract Reports
a) Vendor shall electronically provide each Customer with Vendor's applicable Order
Fulfiller's relevant Historically Underutilized Business Subcontracting Report, pursuant
to the Contract, as required by Chapter 2161, Texas Government Code. Reports shall
also be submitted to DIR.
b) Reports shall be due in accordance with the CPA rules.
4) DIR Administrative Fee
a) An administrative fee shall be paid by Vendor to DIR to defray the DIR costs of
negotiating, executing, and administering the Contract. The maximum administrative fee
is set by the Texas Legislature in the biennial General Appropriations Act. DIR will review
Vendor monthly sales reports, close the sales period, and notify the Vendor of the
administrative fee no later than the fourteenth (14th) day of the second month following
the date of the reported sale. Vendor shall pay the administrative fee by the twenty-fifth
Department of Information Resources Page 10 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 21 of 33
DIR Contract No. DIR-TSO-4167
Vendor Contract No.
(25th) calendar day of the second month following the date of the reported sale. For
example, Vendor reports January sales by February 15th; DIR closes January sales and
notifies Vendor of administrative fee by March 14th; Vendor submits administrative fee
for January sales by March 25th.
b) DIR may change the amount of the administrative fee upon thirty (30) calendar days
written notice to Vendor without the need for a formal contract amendment.
c) Vendor shall reference the DIR Contract number, reporting period, and administrative
fee amount on any remittance instruments.
d) Notwithstanding the foregoing, DIR shall timely provide to Vendor a report of all
ineligible sales or other reporting discrepancies (including administrative fees), based on
DIR's review of available sales information.
5) Accurate and Timely Submission of Reports
a) The reports and administrative fees shall be accurate and timely and submitted in
accordance with the due dates specified in this section. Vendor shall correct any
inaccurate reports or administrative fee payments within ten (10) business days upon
written notification by DIR. Vendor shall deliver any late reports or late administrative
fee payments within ten (10) business days upon written notification by DIR. If Vendor is
unable to correct inaccurate reports or administrative fee payments or deliver late
reports and fee payments within three (3) business days, Vendor must contact DIR and
provide a corrective plan of action, including the timeline for completion of correction.
The corrective plan of action shall be subject to DIR approval, such approval not
unreasonably withheld.
b) Should Vendor fail to correct inaccurate reports or cure the delay in timely delivery
of reports and payments within the corrective plan of action timeline, DIR reserves the
right to require an independent third party audit of the Vendor's records as specified in
C.3 of this Section, at Vendor's expense. DIR will select the auditor (and all payments to
auditor will require DIR approval).
c) Failure to timely submit three (3) reports or administrative fee payments within any
rolling twelve (12) month period may, at DIR's discretion, result in the addition of late
fees of $100/day for each day the report or payment is due (up to $1000/month) or
suspension or termination of Vendor's Contract.
N. Appendix A, Section 9, Contract Administration, C. Records and Audit, paragraph 3, is hereby
restated in its entirety as follows:
3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records,
books, documents, accounting procedures, practices and any other items relevant to the
performance of the Contract to the DIR Internal Audit department or DIR Contract
Management staff, including the compliance checks designated by the DIR Internal Audit
department, DIR Contract Management staff, the State Auditor's Office, and of the United
States, and such other persons or entities designated by DIR for the purposes of
inspecting, Compliance Checking and/or copying such books and records. Vendor and/or
Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIR
shall provide Vendor and/or Order Fulfillers thirty (30) business days' notice prior to
inspecting, Compliance Checking, and/or copying Vendor's and/or Order Fulfiller's
records. Vendor's and/or Order Fulfillers records, whether paper or electronic, shall be
Department of Information Resources Page 11 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 22 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
made available during regular office hours. Vendor and/or Order Fulfiller personnel
familiar with the Vendor's and/or Order Fulfiller's books and records shall be available to
the DIR Internal Audit department, or DIR Contract Management staff and designees as
needed. Vendor and/or Order Fulfiller shall provide adequate office space to DIR staff
during the performance of Compliance Check. If Vendor is found to be responsible for
inaccurate reports, DIR may invoice for the reasonable costs of the audit, which Vendor
must pay within thirty (30) calendar days of receipt.
O. Appendix A, Section 10, Vendor Responsibilities, A. Indemnification, 2) ACTS OR OMISSIONS,
is hereby restated in its entirety as follows:
2) ACTS OR OMISSIONS
Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR
THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AND/OR
PERMITTED ASSIGNEES, FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR
SUITS, AND ALL RELATED REASONABLE COSTS, ATTORNEY FEES, AND EXPENSES resulting
from bodily injury (including death) or damage to tangible property to the extent arising
out of, or resulting from any negligent acts or omissions, or willful misconduct of the
Vendor or its agents, employees, or subcontractors, in the execution or performance of
the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE
COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE AGENCY
CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON -STATE AGENCY
CUSTOMERS. VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.
VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH
OTHER OF ANY SUCH CLAIM.
P. Appendix A, Section 10, Vendor Responsibilities, A. Indemnification, 3) INFRINGEMENTS, is
hereby restated in its entirety as follows:
3) INFRINGEMENTS
a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR
THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR
DESIGNEES from any and all third -party claims alleging infringement of United States
patents, copyrights, trade and service marks, and any other intellectual or intangible
property rights in connection with the PERFORMANCES OR ACTIONS OF VENDOR
PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH
TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE
TO PAY ALL REASONABLE COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES. THE DEFENSE
SHALL BE COORDINATED BY THE OFFICE OF THE ATTORNEY GENERAL FOR TEXAS STATE
AGENCY CUSTOMERS AND BY CUSTOMER'S LEGAL COUNSEL FOR NON -STATE AGENCY
CUSTOMERS. VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST
OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.
Notwithstanding the foregoing, such indemnity shall not apply, and Vendor shall have no
liability under this section if the alleged infringement is caused by:
1) Modification of a product by Customer or a third party
Department of Information Resources Page 12 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 23 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
2) The amount or duration of use which Customer makes of the Product, revenue
earned by Customer from services it provides that use the Product, or services
offered by Customer to external or internal customers
3) Combination, operation, or use of a product with non -Cisco products, software
or business processes
4) Customer's use of the products after Vendor informas Customer of modifications
or a change required to avoid such claims and offers to implement those changes
5) Any modifications made to the Product by the Vendor pursuant to Customer's
specific instructions.
b) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor
with notice of an actual or potential claim, Vendor may (or in the case of an injunction
against Customer, shall), at Vendor's sole option and expense: (i) procure for the
Customer the right to continue to use the affected portion of the product or service, or
(ii) modify or replace the affected portion of the product or service with functionally
equivalent or superior product or service so that Customer's use is non -infringing.
Q. Appendix A, Section 10, Vendor Responsibilities, A. Indemnification, 4) Property Damage, is
hereby deleted in its entirety.
R. Appendix A, Section 10, Vendor Responsibilities, B. Taxes/Worker's Compensation/
UNEMPLOYMENT INSURANCE, Paragraph 2), is hereby restated in its entirety as follows:
2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF
TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR
ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND
ALL RELATED COSTS, REASONABLE ATTORNEYS' FEES, AND EXPENSES, RELATING TO TAX
LIABILITY, UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION IN ITS
PERFORMANCE UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF
DEFENSE INCLUDING REASONABLE ATTORNEYS' FEES. THE DEFENSE SHALL BE
COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS
STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT
AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE
OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH
TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
S. Appendix A, Section 10, Vendor Responsibilities, N. Required Insurance Coverage, is hereby
restated in its entirety as follows:
N. Required Insurance Coverage
As a condition of this Contract with DIR, Vendor shall provide certificates of insurance, or
other proof of insurance acceptable to DIR, reflecting maintenance of the listed insurance
coverage within 5 business days of execution of the Contract if the Vendor is awarded
services which require that Vendors employees perform work at any Customer premises
and/or use employer vehicles to conduct work on behalf of Customers. In addition, when
engaged by a Customer to provide services on Customer premises, the Vendor shall, at its
own expense, secure and maintain the insurance coverage specified herein, and shall
Department of Information Resources Page 13 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 24 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
provide certificates of insurance, or other proof of such insurance coverage acceptable to
Customer to the related Customer within five (5) business days following the execution
of the Purchase Order. Vendor may not begin performance under the Contract and/or a
Purchase Order until such proof of insurance coverage is provided to, and approved by,
DIR and the Customer. All required insurance must be issued by companies that have an
A rating and a Financial Size Category Class of VII from A.M. Best and are licensed in the
State of Texas and authorized to provide the corresponding coverage. Required coverage
must remain in effect throughout the term of the Contract and each Purchase Order
issued to Vendor thereunder. The minimum acceptable insurance provisions are as
follows:
1) Commercial General Liability
Commercial General Liability must include $1,000,000 per occurrence for Bodily Injury
and Property Damage, with a separate aggregate limit of $2,000,000; Personal Injury and
Advertising Liability of $1,000,000; Products/Completed Operations Aggregate Limit of
$2,000,000; and Damage to Premises Rented: $50,000. Agencies may require additional
Umbrella/Excess Liability insurance. The policy shall contain the following provisions:
a) Blanket contractual liability coverage for liability assumed under the Contract;
b) Independent Contractor coverage;
c) State of Texas, DIR and Customer included as an additional insured, but only to the
extent of liabilities falling within Vendor's contractual and indemnity obligations pursuant
this Agreement; and
d) Waiver of Subrogation, but only to the extent of liabilities falling within Vendor's
contractual and indemnity obligations pursuant to this Agreement.
2) Workers' Compensation Insurance
WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE MUST
INCLUDE LIMITS CONSISTENT WITH STATUTORY BENEFITS OUTLINED IN THE TEXAS
WORKERS' COMPENSATION ACT (ART. 9308-1.01 ET SEQ. TEX. REV. CIV. STAT) AND
MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,000 BODILY INJURY
PER ACCIDENT, $1,000,000 BODILY INJURY DISEASE PER EMPLOYEE AND $1,000,000 PER
DISEASE POLICY LIMIT.
3) Business Automobile Liability Insurance
Business Automobile Liability Insurance must cover all owned, non -owned and hired
vehicles with a minimum combined single limit of $500,000 per occurrence for bodily
injury and property damage. The policy shall contain the following endorsements in favor
of DIR and/or Customer:
a) Waiver of Subrogation, but only to the extent of liabilities falling within Vendor's
contractual and indemnity obligations pursuant to this Agreement; and
b) State of Texas, DIR and Customer included as an additional Insured, but only to the
extent of liabilities fallingwithin Vendor's contractual and indemnity obligations pursuant
to this Agreement.
T. Appendix A, Section 10, Vendor Responsibilities, X. Use and Protection of Confidential
Information, is hereby added to Appendix A as follows:
Department of Information Resources Page 14 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 25 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
X. Use and Protection of Confidential Information
Customer and Vendor agree that in connection with this Contract and their relationship, they
may come into possession of another party's Confidential Information. The receiving party
shall at all times keep in trust and confidence all such Confidential information received, and
shall not use such Confidential Information other than as expressly authorized by the
disclosing party under this Agreement, nor shall the receiving party disclose any such
Confidential Information to third parties without the disclosing party's written consent.
Notwithstanding the above, Vendor shall be authorized to disclose Customers Confidential
Information to order fulfillers, contractors or employees of a Vendor entity who have a
legitimate business need to have access to such information to fulfill Customers purchase
orders. Notwithstanding any record retention policies and laws, the receiving party shall
immediately return to the disclosing party all Confidential Information (including copies
thereof) in the receiving party's possession, custody, or control upon termination or expiration
of this Agreement. The obligations of confidentiality shall not apply to information which (a)
has entered the public domain, except where such entry is the result of the receiving party's
breach of this Agreement; (b) prior to disclosure hereunder was already rightfully in the
receiving party's possession; (c) subsequent to disclosure hereunder is obtained by the
receiving party on a non -confidential basis from a third party who has the right to disclose such
information to the receiving party. Additionally, the receiving party is authorized to disclose
Confidential Information pursuant to a valid order issued by a court or government agency,
provided that the receiving party provides (1) priorwritten notice to the disclosing parry of such
obligation and (ii) the opportunity to oppose such disclosure. Customer and DIR may disclose
information necessary to comply with the Texas Public Information Act.
Vendor shall not disclose, advertise, or publish the terms and conditions of this Agreement
without the prior written consent of the Customer. Any press release or publication by Vendor
regarding this Agreement is subject to prior review and written approval of DIR and Customer.
Customer and DIR may publish the contract and Agreement in its customary manner or as
required bylaw.
U. Appendix A, Section 11, Contract Enforcement, B. Termination, 1) Termination for Non -
Appropriation, a) Termination for Non -Appropriation by Customer, is hereby restated in its
entirety as follows:
a) Termination for Non -Appropriation by Customer
Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the
Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by
the Texas legislature on behalf of state agencies; or iii) by budget execution authority
provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas
Government Code. In the event of non -appropriation, Vendor and/or Order Fulfiller will be
provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the
foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or
services, they are obligated to pay for the product or services or they may return the product
and discontinue using services under any return provisions that Vendor offers. In the event of
such termination, the Customer will not be considered to be in default or breach under this
Contract, nor shall it be liable for any further payments ordinarily due under this Contract
Department of Information Resources Page 15 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 26 of 33
DIR Contract No. DIR-TSG-4167
Vendor Contract No.
(except for products or services accepted before termination, for which return provisions are
provided, which Customer fails to return), nor shall it be liable for any damages or any other
amounts which are caused by or associated with such termination.
V. Appendix A, Section 11, Contract Enforcement, B. Termination, 3) Termination for
Convenience, is hereby restated in its entirety as follows:
3) Termination for Convenience
DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30)
calendar days written notice. A Customer may terminate a Purchase Order or other
contractual document or relationship prior to the delivery of the ordered products or services
by giving the other party thirty (30) calendar days written notice. Notwithstanding the
foregoing, if a Customer issued a Purchase Order and accepted delivery of the ordered
products or services, the Customer is obligated to pay for the product or services in accordance
with the payment and return provisions contained in this Agreement.
W. Appendix A, Section B. Termination, 4. Termination for Cause, b) Purchase Order, is hereby
restated in its entirety as follows:
b) Purchase Order
Customer or Order Fulfiller may terminate a Purchase Order or other contractual document or
relationship upon the occurrence of a material breach of any term or condition: (i) of the
Contract, or (ii) included in the Purchase Order or other contractual document or relationship
in accordance with Section 4.13.2 above, upon the following preconditions: first, the parties
must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt
to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and
the dispute remains unresolved, then the non -defaulting party shall give the defaulting party
ten (10) calendar days from receipt of notice to cure said default. If the defaulting party fails
to cure said default within the timeframe allowed, the non -defaulting party may, at its option
and in addition to any other remedies it may have available, cancel and terminate the Purchase
Order. Customer may immediately suspend a Purchase Order without advance notice in the
event Vendor fails to comply with confidentiality, privacy, security requirements,
environmental or safety laws or regulations, if such non-compliance materially relates to
vendor provision of goods or services to the Customer.
X. Appendix A, Section 11, Contract Enforcement, C. Force Majeure, is hereby restated in its
entirety as follows:
C. Force Majeure
DIR, Customer, Vendor or Order Fulfiller may be excused from performance under the Contract
for any period when performance is prevented as the result of an act of God, strike, war, civil
disturbance, epidemic, or court order, provided that the party experiencing the event of Force
Majeure has prudently and promptly acted to take any and all steps that are within the party's
control to ensure performance and to shorten the duration of the event of Force Majeure. The
party suffering an event of Force Majeure shall provide notice of the event to the other parties
when commercially reasonable. Subject to this provision, such non-performance shall not be
deemed a default or a ground for termination. However, a Customer may terminate a Purchase
Department of Information Resources Page 16 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 27 of 33
DIR Contract No. DIR-TSO-4167
Vendor Contract No.
Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product
or services in a timely manner to meet the business needs of the Customer.
Remainder of page intentionally left blank
Department of Information Resources Page 17 of 18 (DIR rev 03/2018)
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 28 of 33
DIR Contract No. DIR-TSO-4167
Vendor Contract No.
This Contract is executed to be effective as of the date of last signature.
Cisco Systems, Inc.
Authorized By: -*nature on File
Name: Jennifer Pate
Title: Authorized Sienatory
Date: 6/29/2019
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Sienature on File
Name: Hershel Becker / Colleen Berklev. Procurement Director
On Behalf of Hershel Becker
Title: Chief Procurement Officer
Date: 7/3/2018
Office of General Counsel: Sienature on File. 6 2 2 1
Department of Information Resources Page 18 of 18 (DIR rev 03/2018)
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 29 of 33
EXHIBIT D
Texas Department of Information Resources DIR-TSO-4167
Pricing Index
Cisco systems, Inc. Appendix C - Pricing Index (per Amendment 2) DIR-TSO.4167
Cisco Core & Compute Products (Hardware & Customer II be a minimum of
Software) including but not limited to, See posted Pricelist at price will
36.00%less the then -current List Price
Cisco Core & Computt3Jetworking, Wireless and Mobility, Security, Cisco's TX DIR Contract US GPL' 36%
Collaboration, Data Center, Analytics, Video, weboaae as published on Cisco's U.S. Global
Pricelist
Internet of Things, Merakl, etc. on Cism's then -
current U.S. Global Pricelist under the Core &
Compute Categories.
Cisco Market Products including but not limited See posted Pricelist at Customer price will be a minimum of
Cisco Market
to, Cloud Analytics, Cloud Applications and Cisco's TX DIR Contract US GPL' 10% 10.00%less the then -current List Price
Services, Automated Infrastructure, Cloud weboaae as published on Cisco's U.S. Global
Security, Collaboration-rools, etc. on Cisco's then- Pricelist
current U.S. Global Pricelist underthe
Market Category.
Cisco Net Products including but not limited to, See posted Pricelist at Customer price will be 0.00%less the
Cisco Net custom, limited or restricted offers on Cisco's Cisco's TX DIR Contract US GPL" 0% then -current List Price as published on
then -current U.S. Global Pricelist under the Net weboaae Cisco's U.S. Global Pricelist
Category.
r a r r r
Cisco is providing its standard warranty term Wall new hardware and software purchased under the contract, customers may purchase Cisco Smart Net Total
Care Service for an increased level of maintenance support which provides:
Cisco Smart Net Total 1) Global 24 hr/365 day access to experts in the Cisco Technical Assistance Center(TAC);
Care Servlce 2) Self-help support through online communities, resources, and tools;
3) Hardware replacement options, including 2-hour, 4-hour and next business day; and
4) Operating System (OS) software updates. Below is pricing for a 1, 3, and 5 year term of service.
Smart Net Total Care Technical support and flexible hardware See posted Pricelist at
for Government coverage provided by the Cisco Technical Contract
el DIR
(11 year term) Assistance Center(TAC) Contrect weboaae
Customer price will be a minimum
US GPL• 10.00% of 10.00%less the then -current List
Price as published on Cisco's U.S.
Global Pricelist
Document Ref: DCXTQ-6UZMU-FMONU-FXQ4G Page 30 of 33
Cisco Systems, Inc. Appendix C - Pricing Index (per Amendment 2) DIR-TSO-4167
Smart Net Total Care Technical support and flexible hardware See posted Pricelist at Customer price will be a minimum
for Government coverage provided by the Cisco Technical Cisco's TX DIR US GPL` 17.00% of 17.00%less the then -current List
(3 year term) Assistance Center (TAC) Contract weboace Price as published on Cisco's U.S.
Global Pricelist
Smart Net Total Care Technical support and flexible hardware
See posted Pricelist at
Customer price will be a minimum
for Government
coverage provided by the Cisco Technical
Cisco's TX DIR
US GPL•
of21.00%less the then -current List
27.00 %
(5 year term)
Assistance Center (TAC)
Contract weboace
Price as published on Cisco's U.S.
Global Pricelist
Smart Net Total Care
Technical support and flexible hardware
See posted Pricelist at
Customer price will be a minimum
for Education
coverage provided by the Cisco Technical
Cisco's TX DIR
US GPL'
25.00% of25.00%less the then -current List
(1 yearterm)
Assistance Center (TAC)
Contract weboace
Price as published on Cisco's U.S.
Global Pricelist
Smart Net Total Care
Technical support and flexible hardware
See posted Pricelist at
Customer price will be a minimum
for Education
coverage provided by the Cisco Technical
Cisco's TX DIR
US GPL'
28.00%
of28.00%less the then -current ListContract
(3 yearterm)
Assistance Center (TAC)
weboace
Price as published on Cisco's U.S.
Global Pricelist
Smart Net Total Care
Technical support and flexible hardware
See posted Pricelist at
Customer price will be a minimum
for Education
coverage provided by the Cisco Technical
Cisco's TX DIR
US GPL•
30.00% of 30.00%less the then -current List
(5 yearterm)
Assistance Center (TAC)
Contract weboace
Price as published on Cisco's U.S.
Global Pricelist
Other Cisco Technical
All other maintenance support offers not
See Table 1 below and
Customer price will be a minimum
and Maintenance
under Smart Net Total Care Service,
posted Pricelist at Cisco's
US GPL•
10.00% of 10.00%less the then -current List
Services *"
including Support Services for on -premise
Software
Tx DIR Contract weboaee
Price as published on Claw's U.S.
Global Pricelist
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 31 of 33
Cisco Systems, Inc.
Appendix C - Pricing Index (per Amendment 2)
Services includes, but not limited to,
Cisco Services Survey/Design, Implementation,Optimization, See Table 1 below and US GPL* and
(formerly known as Remote, Managed, Technical, Advisory, posted Pricelist at Osco's. SOW -based
Network Architectural Design, Statements of TX DIR Contract webuaze
Advanced Services) Work (SOWs), Combined Services, and other Projects
Deployment or Advisory Services
Limited Partner Services, subject to Cisco's See Table 2 below and
Cisco Reseller/Partner written approval, that enable the posted Pricelist at Cisco's. SOW -based
Services (Limited) "* implementation and/or technical support of TX DIR Contract web— Projects
Cisco Offers/Solutions
See posted Pricelist at
Training Various Training Courses Available Related Cisco's TX DIR US GPL*
to Cisco Offers/Solutions Contract weboaae
DIR-TSO-4167
Customer price will be 0.0% less
0.00% the then -current List Pnce as
published on Cisco's Global
Pricelist
Customer price will be 0.0% less
0.00% the then -current List Price as
published on Ciscu's U.S. Global
Pricelist
Customer price will be 0.0% less
0.00% the then -current List Price as
published on Cisco's U.S. Global
Pricelist
See above under Smart Net Total Care See posted Pricelist at Customer price will be a minimum
Cisco's TX DIR or 10.00%less the then -current List
Support Service Other Technical and Contract wsboaae US GPL* 10.00 % Primas published on Cisco's U.S.
Maintenance Services
Global Pricelist
US GPL is Cisco's thenturrent U.S. Global Pricelist found on Cisco's TX DIR Webpage, http8:!/rryxrw.riytpq.eortsleNu6lttlalutionsfinduetr es/aovemmenHus-povemment-
solutions. omices/resources/aovemment-rantmcts-funding-vehicles/state-local-aovemmeniconlracfslskataoo - exas-d r? 167.html .
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 32 of 33
Cisco Systems, Inc. Appendix C - Pricing Index (per Amendment 2) DIR-TSO-4167
Cisco Services
milt. NTE
Remote NTE
Maintenance Services
$600.00
$525.00
$743.17
$661.17
tD�gYyJovrgyptfS(�ervices
EE.'
Ardc De pn Services
$743.19
$661.19
Statement of Work Services
$743.20
S661.20
Trainin4 Deployment Services
$600.00
$525.00
"The hourly labor rates provided are not to exceed (NTE) rates. Cisco will use the NTE rates to calculate a cost to deliver a statement of work (SOW). Cisco will use the NTE rates,
required level of effort needed to produce the client approved deliverables, and skill set to determine the price of the SOW. For each customized SOW, Cisco will provide a fixed cost
for the agreed upon deliverables. Any travel costs that are incurred for the specific SOW will be billed for separately. Individual hours, or blocks of hours may not be purchased
separately. Because the SOW is offered at a fired price, Cisco does not keep time cards.
8"Ge Onsite NTE Remote NTE
AmountfHour• ArnountlHour-
EUT.10-I&TRy, My
r •r
NOTE: Limited Partner Services for Basic Install and Conflg Include the following:
• Certified and Technical Project Management
• Staging & Implementation Engineering
• Site Survey, High Level Design Review
• Global Implementation Capability
• Configuration Development
• Knowledge Transfer
Acceptance Testing
•Onslte NTE Amount/Hour. Customer Premise Labor Rates Not To Exceed Hourly
"Remote NTE AmountlHour: Vendor Premise Labor Rates Not To Exceed Hourly
Document Ref: DC)(TQ-6UZMU-FMONU-FXQ4G Page 33 of 33
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 02/14/23 M&C FILE NUMBER: M&C 23-0061
LOG NAME: 041NFRASTRUCTURE MULTI -COOP
SUBJECT
(ALL) Authorize Non -Exclusive Purchase Agreements for Information Technology Infrastructure, with Netsync Network Solutions, Inc., Presidio
Networked Solutions Group, LLC, ePlus Technology, Inc., and World Wide Technology LLC using Multiple State of Texas Department of Information
Resources, OMNIA Partners and The Interlocal Purchasing System Cooperative Contracts With a Combined Annual Amount Up to
$11,200,000.00, and Four One -Year Renewal Options with State of Texas Department of Information Resources and OMNIA Partners in the
Amount of $10,000,000.00 for the First Renewal and $6,200,000.00 for the Remainder Renewals for the Information Technology
Solutions Department
RECOMMENDATION:
It is recommended that City Council to authorize non-exclusive purchase agreements for Information Technology Infrastructure with Netsync
Network Solutions, Inc., Presidio Networked Solutions Group, LLC, ePlus Technology, Inc. and World Wide Technology LLC using Multiple State of
Texas Department of Information Resources, OMNIA Partners and The Interlocal Purchasing System Cooperative Contract with a combined annual
amount up to $11,200,000.00, and four one-year renewal options with Texas Department of Information Resources and OMNIA Partners in the
amount of $10,000,000.00 for the first renewal and $6,200,000.00 for the remainder renewals for the Information Technology Solutions
Department.
76144331inL
The Information Technology Solutions Department (ITS) will use these agreements to purchase equipment and services from Netsync Network
Solutions, Inc., Presidio Networked Solutions Group, LLC, ePlus Technology, Inc and World Wide Technology LLC. to support the City's information
technology infrastructure. This infrastructure includes equipment and software supporting the City's servers, data storage, virtual desktop
environment, and network and telephone systems. These agreements will be used to support the refreshes for the equipment that has reached
the end of life cycle as well as new projects for City departments using the following cooperative contracts:
Vendor Co-op Expiration I RFO Responses
Date IPublished I Due
Presidio, Netsync
and WWT
Presidio, Netsync
and WWT
Presidio, Netsync
and WWT
WWT and ePlus
Presidio and ePlus
WWT
Netsync and ePlus
WWT
DIR-TSO- 7/3/2023 12/20/2017 2/5/2018
4167
DIR-TSO-
1/10/2024 9/12/2016 10/13/2016
3763
DIR-TSO-
4299
12/17/2023 3/20/2018 5/4/2018
DIR-TSO- 10/2/2024 1/12/2018 2/26/2018
4160
DIR-TSO- 2/21/2025 2/26/2018 4/9/2018
4288
DIR-CPO- 1/23/2025 3/15/2019 4/25/2019
4444
TIPS 5/31 /2023 1 /9/2020 2/21 /2020
200105
OMNIA 5/31/2026 12/1/2020 1/19/2021
R210407
On September 28, 2021, City Council approved Mayor & Council communication (M&C) 21-0753 authorizing similar agreements for information
technology infrastructure purchases. Due to several larger projects, Infrastructure refresh, Future City Hall, planned American Rescue Plan
Act spend, and ongoing City growth, additional spending authority is being requested. To avoid any confusion, approval of this M&C will eliminate
prior spending authority and contracts authorized under Mayor and Council Communication P-12248, 19-0123, 19-0270, 20-0650 and 21-0753.
Approval of this M&C will allow a total of $11,200,000.00 in expenditures for the initial year, $10,000,000.00 for the first renewal
and $6,200,000.00 for the remainder renewals for projects such as safety and security, new building projects, building upgrades, building
renovations and building expansion projects. These agreements and spending authority will be made available to Radio Services, Desktop,
Hardware and Security divisions to purchase hardware and software for City departments as requested.
On May 24, 2022 Mayor and Council Communication (M&C) 22-0366 and 22-0367 were approved to allocate American Rescue Plan Act (ARPA)
Subtitle M (Coronavirus State and Local Fiscal Recovery Funds) to the Information Technology Solutions (ITS) Department providing up to
$3,675,000.00 and $3,595,000.00 in support of infrastructure, data protection initiatives, information security and cyber security. The Information
Technology Solutions Department (ITS) will use these agreements to purchase equipment and services to support the City's information technology
infrastructure based on initiatives identified in (M&C) 22-0366 and 22-0367.
ITS Department will ensure that each vendor is given equal opportunity to earn a minimum of 10% of the business. No specific contract amount is
guaranteed.
PRICE ANALYSIS - The Texas Department of Information Resources Contracts (DIR), OMNIA Partners (OMNIA) and The Interlocal Purchasing
System Cooperative Contracts offer discounted pricing. Staff has reviewed the pricing and determined it to be fair and reasonable.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a cooperative purchasing agreement
satisfies any state law requiring that the local government seek competitive bids for the purchase of items. DIR, OMNIA and TIPS Contracts are
competitively bid to increase and simplify the purchasing power of government entities.
M/WBE - An MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed
by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been
appropriated.
SUCCESSOR LANGUAGE: The City will initially use these contracts to make purchases authorized by this M&C. The Cooperative Contracts are
set to expire on various dates. If the contracts are extended, this M&C authorizes the City to purchase similar equipment and supplies under the
extended contract. If the contracts are not extended, but DIR, OMNIA and/or TIPS executes new cooperative contracts with substantially similar
terms, this M&C authorizes the City to purchase the same equipment and supplies under the new contracts. If this occurs, in no event will the City
continue to purchase goods and services under the new agreements past 2027 without seeking Council approval.
AGREEMENT TERM: Upon City Council's approval, these agreements will be executed and continue for a term of 12 months in accordance with
approval date of this request. The agreements will renew on an annual basis thereafter. The renewals do not require specific City Council approval
as long as sufficient funds have been appropriated.
RENEWAL TERMS - The Texas Department of Information Resources Contracts (DIR) Agreement may be renewed annually for four (4) one-year
terms for the same annual amount. The Interlocal Purchasing System Cooperative Contracts may be renewed for one-year for the same annual
amount. The OMNIA Partners may be renewed for three (3) one-year terms the the same annual amount. The renewals do not require specific City
Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital and operating budgets, as previously appropriated, in the ITS
Capital Projects Funds for the Technology Infrastructure -IT and the General Fund to support the approval of the above recommendation and
exection of the purchase agreements. Prior to any expenditure being incurred, the Information Technology Services Department has the
responsibility to validate the availability of funds.
Submitted for Citv Manaaer's Office bv: Valerie Washington 6192
Oriainatina Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Kevin Gunn 2015