HomeMy WebLinkAboutContract 57875 FORT WORTH CSC No. 57875
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between DLT
Solutions,LLC ("Vendor") and the City of Fort Worth, ("City"), 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—DLT Solutions,LLC DIR-TSO-4236 Pricing Index and DLT Quote 5086402;
3. Exhibit B — Texas Department of Information Resources DIR-TSO-4236; and
4. Exhibit C— Conflict of Interest Questionnaire.
Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.
City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions of
this Agreement. Total payment made annually under this Agreement by City shall not exceed One
Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or
services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City
requests and approves in writing the additional costs for such items, services, and/or expenses. City shall
not be liable for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing.
The term of this Agreement shall be effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and ending on October 18, 2022. City shall be able to renew this
agreement for three (3) one-year options by written agreement of the parties.
Vendor agrees that City shall, until the expiration of three(3)years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents,papers and records,
including, but not limited to, all electronic records of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
OFFICIAL RECORD
CITY SECRETARY
Cooperative Purchase FT. WORTH, TX Page 1 of 16
To CITY: To VENDOR:
City of Fort Worth DLT Solutions, LLC
Attn: Valerie Washington, Assistant City ATTN: Legal Department
Manager 2411 Dulles Corner Park, Suite 800
200 Texas Street Herndon, VA 20171
Fort Worth, TX 76102-6314 Facsimile: N/A
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
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, 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
remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Cooperative Purchase Page 2 of 16
No Boycott 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.
Prohibition on Boycotting Energy 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.
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 sig-nature 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.
Cooperative Purchase Page 3 of 16
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:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By: Valerie Washington(Jul 22,2022 15:20 CDT) responsible for the monitoring and administration
Name: Valerie Washington of this contract, including ensuring all performance
Title: Assistant City Manager and reporting requirements.
Date: Jul 22, 2022
APPROVAL RECOMMENDED: By: Steven Vandever(Jul 15,2022 10:18 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
By: APPROVED AS TO FORM AND LEGALITY:
Name: Kevin Gunn
Title: IT Solutions Director
ATTEST: By:
Name: Taylor Paris
Title: Assistant City Attorney
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By: Jannette S.Goodall(Jul23,2022 06:58 CDT) CONTRACT AUTHORIZATION:
Name: Jannette Goodall a a44oan
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Title: City Secretary 9A.o °o0poo
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Digitally signed by Kirk M.Fisher
I Date:2022.07.0718D553-04'00'
By. _
Name: Kirk M. Fisher
Title: Vice President
Date: 07/07/2022
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 4 of 16
Exhibit A
DLT Solutions, LLC DIR-TSO-4236 Pricing Index
DLT Solutions, LLC Quote 5086402
Cooperative Purchase Page 5 of 16
DIR-TSO-4236
DLT SOLUTIONS,LLC
Appendix C-Pricing Index
Per Amendment 1
PRODUCTS
BRAND DIR CUSTOMER Discount%
off MSRP PRODUCTS
AppDynamics Products 10.00%
AppDynamics Support 5.00%
Archibus Products 21.15%
Archibus Support 6.36%
Autodesk Products 10.10%
Autodesk Support 5.50%
Blackboard 2.73%
CloudBees, Inc. 9.00%
CrowdStrike 2.73%
Demisto 5.00%
DLT Solutions 13.38%
Elearningforce America's 2.73%
Flexera Software Products and Support 8.85%
Flexera Software Training 2.74%
Informatica 18.21%
McAfee 6.00%
Nuix USG Inc. 2.70%
One Identity Product and Support 10.37%
One Identity Services 8.19%
Palo Alto Networks, Inc. Product 5.01%
Palo Alto Networks, Inc.Training and Support 2.01%
Pluralsight Holdings, LLC 2.74%
Polyverse Corporation 4.28%
Quest 4.70%
Red Hat 20.60%
Software AG 17.60%
SolarWinds 17.10%
Sumo Logic 2.73%
Titus Inc. 5.30%
Tripwire, Inc. 2.60%
Veritas Technologies LLC Products 10.00%
Veritas Technologies LLC Support 5.00%
Veritas Technologies LLC Training 8.00%
Cooperative Purchase Page 6 of 16
DIR-TSO-4236
DLT SOLUTIONS,LLC
Appendix C-Pricing Index
Per Amendment 1
TECHNICAL SERVICES Hourly Rates
TITLE DESCRIPTION DIR CUSTOMER Discount%
off MSRP PRODUCTS
Technical Support Services 13.38%
Installation 13.38%
Configuration 13.38%
Technical Expert 1 13.38%
Technical Expert ll/Senior Technical Expert 13.38%
Technical Expert III/Principal Technical Expert 13.38%
Technical Expert IV/Technical Manager 13.38%
Technical Expert V/Sr.Technical Director 13.38%
IT Architect 1 13.38%
IT Architect II 13.38%
IT Architect III 13.38%
IT Architect IV 13.38%
Project Assistant 1 13.38%
Project Engineer 1 13.38%
Project Engineer II 13.38%
Project Engineer III 13.38%
Project Engineer IV 13.38%
Project Engineer V 13.38%
Project Manager 1 13.38%
Project Manager II 13.38%
Project Manager III 13.38%
System Administrator 1 13.38%
System Administrator II 13.38%
System Administrator III 13.38%
System Administrator IV 13.38%
System Administrator V 13.38%
Subject Matter Expert 1 13.38%
Subject Matter Expert II 13.38%
Subject Matter Expert III 13.38%
Subject Matter Expert IV 13.38%
Subject Matter Expert V 13.38%
Cooperative Purchase Page 7 of 16
Exhibit B
DLT Solutions LLC DIR-TSO-4236
htti)s:Hdir.texas.2ov/contracts/dir-tso-4236
Contract Number
Contract Term Date: 10/18123 (Y)
Df l R—TS O—4 2 3 f�6 Contract Expiration Date: 10/18/25 Q7
Vendor Information
DLT Solutions, LLC VENDOR CONTACT: DIR CONTACT:
Michael Bekampis Ca Mario Gutierrez Gr
Vendor ID: 1541599882000 Phone: (412) 605-7247 Phone: (512) 463-8989
HUB Type: Non HUB DD Fax: (866) 708-9127
RFD: DIR-TSO-TMP-416 Vendor Website Cr
Contract Status: Active
Contract Overview
DLT Solutions, LLC offers a variety of software brands under this contract: AppDynamics,Archibus,AutoDesk,
Blackboard, CLoudBees,CrowdStrike,Demistro, ELearningForce, Flexera, Informatic,McAfee, Nuix, One Identity, PaLo
Alto, PLuraLsight. PoLyverse, Quest,Red Hat,Software AG,Sur-no Logic,Titus,Tripwire and Veritas. DLT also provide
related and technical services to support the software brands provided. Some of the services are instaLlation,
configuration, maintenance and support,project management,system engineering and Technical support services. DLT
Contracts may be used by state and Local government,public education, other public entities in Texas,as well as public
entities outside the state. DIR has exercised the automatic renewal option for this Contract.This renewal extends the
contract through 10/18/2023,
Cooperative Purchase Page 8 of 16
Quote: 5086402
LT
Reference: 1696283
ADUPrice Quotation Date: 06/14/2022
A TECH DATA COMPANY Expires: 07/14/2022
Nori Sanchez From: Andrew Daugherty
Ft Worth City of(TX) DLT Solutions, LLC
200 Texas Street 2411 Dulles Corner Park
Fort Worth,TX 76102 Suite 800
Herndon,VA 20171
Phone: (817)392-2854 Phone: (703) 708-9609
Fax: Fax: (703) 708-9609
Email: nori.sanchez@fortworthtexas.gov Email: andrew.daughe y
# DLT Part No. Contract 41F 31 Unit Price Ext. Price
L19701-1004940 S-TX-MVEND-DIR-S 1,676.64 $1,676.64
AutoCAD-including specialized toolsets AD Government New Single-user E01wnual Subscription
Total $1 ,676.64
The pricing above is a Rough Order of Magnit (ROM). This uld not be construed or interpreted to be a
binding proposal. This is for budgetary and p it urposes only. Upon receipt of a Request for Proposal or
Quote, DLT will respoyitha icial binding proposal or quotation.
Contract#: DIR-TSO-4236
DUNS#: 78-6468199
Federal ID: 54-1599882 0
CAGE Code: OSOH9
FOB: Destination
Contract Term: 10/18/2019- 10/18/2023
Ship Via: Fedex Ground/UPS
Payment Terms: Net 30 days
THIS QUOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF CONTRACT NUMBER DIR-TSO-4236.
CUSTOMER IS DIRECTED TO INCORPORATE (BY REFERENCE) THIS QUOTE IN ANY RESULTING
TASK/DELIVERY ORDER OR AWARD. THE TERMS OF THE AFOREMENTIONED CONTRACT ARE THE
ONLY CONTROLLING TERMS AND ANY TERMS OR CONDITIONS CONTAINED IN AN ORDER, AWARD OR
OTHER INSTRUMENT OF BUYER, WHICH ARE IN ADDITION TO OR INCONSISTENT WITH ANY OF THE
TERMS OR CONDITIONS CONTAINED IN THOSE REFERENCED HEREIN, SHALL NOT BE BINDING ON DLT
OR ITS MANUFACTURERS AND SHALL NOT APPLY UNLESS SPECIFICALLY AGREED TO IN WRITING BY
DLT.
CPARs requests should be sent to the attention of AJ Ezersky at cpars@dlt.com.
PLEASE DLT Solutions, LLC DLT Solutions, LLC
PAYME TO• Bank of America P.O.Box 743359
ABA#111000012 Atlanta,GA 30374-3359
Acct#4451063799
Customer orders subject to applicable sales tax.
DLT CONFIDENTIAL Page 1 of 2
Quote: 5086402
LT
Reference: 1696283
ADUPrice Quotation Date: 06/14/2022
A rF H DATA COMPANY Expires: 07/14/2022
Documentation to be submitted to validate Invoice for payment:
a. Authorized Services shall be invoiced with a corresponding time report for the period of performance identifying names,
days, and hours worked.
b. Authorized reimbursable expenses shall be invoiced with a detailed expense report, documented by copies of supporting
receipts.
c. Authorized Education or Training shall be invoiced with a Report identifying date and name of class completed, and where
applicable the name of attendees.
DLT CONFIDENTIAL Page 2 of 2
DIR Contract No. DIR-TSO-4236
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
DLT SOLUTIONS,LLC
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 15th Street,Suite 1300,Austin,Texas 78701,and DLT Solutions,LLC
(hereinafter"Vendor"),with its principal place of business at 2411 Dulles Corner Park,Suite 800
Herndon,Virginia 20171.
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-416, on 2/26/2018,for Software Products,Software as a
Service, and Enterprise Resource Planning Software Modules Products and Services. Upon
execution ofthis Contract,a notice of award for RFO DIR-TSO-TMP-416 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 (Polyverse); Exhibit 1,
Vendor's Response to RFO DIR-TSO-TMP-416,including all addenda;and Exhibit 2,DIR-TSO-TMP-
416,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 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 term of this Contract shall be two(2)years commencing on the last date of approval by DIR
and Vendor.Prior to expiration of the original term,the contract will renew automatically in two
(2)year increments for two additional terms 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 6 (DIR rev 03/2018)
Cooperative Purchase Page 9 of 16
DIR Contract No. DIR-TSO-4236
Vendor Contract No.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Software,Software as a Service(SaaS),
Software Subscription's, service as specified in 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 1.13 above.
B. Services
Services available under this Contract are limited to Software Products Related Services and
Software Services as specified in Appendix C,Pricing Index.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 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 technology such as next generation,enhancements and
upgrades for products and services that are within the scope the solicitation described in
Section 1.13 above.Vendor may propose such products and services throughout the term of
the contract. Pricing and terms will be negotiated upon DIR acceptance.Any determination
will be at DIR's sole discretion and any decision will be final.In addition,Texas DIR and Vendor
may mutually agree to add future acquisitions of Vendor to the contract.Subsequent terms
of the acquisition(s)and pricing will be mutually agreed upon in writing and amended under
the contract
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A,Section 8,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 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 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.
Department of Information Resources Page 2 of 6 (DIR rev 03/2018)
Cooperative Purchase Page 10 of 16
DIR Contract No. DIR-TSO-4236
Vendor Contract No.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
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)47SA759
Email: kelly.parker@dir.texas.gov
If sent to the Vendor:
Joe Donohue
Chief Financial Officer
DLT Solutions,LLC
2411 Dulles Corner Park
Suite 800
Herndon,Virginia 20171
Phone:(703)708-9127
Facsimile:(866)708-6707
Email:joe.donohue@dlt.com
7. Software License and Service Agreements
A. Software License Agreement
1) Customers acquiring software licenses under the Contract shall hold, use and operate
such software subject to compliance with the Software End User License Agreement set forth
in Appendix D, of this Contract. No changes to the Software License Agreement terms and
conditions may be made unless previously agreed to between Vendor and DIR.Order Fulfiller
shall make the Software License Agreement terms and conditions available to all Customers
at all times.
2) 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 End User License Agreement, or in any
manner lessen the rights or protections of Customer or the responsibilities or liabilities of
Vendor.
3) Compliance with the Software End User License Agreement is the responsibility of the
Customer. DIR shall not be responsible for any Customer's compliance with the Software
License Agreement. If DIR purchases software licenses for its own use under this Contract,it
shall be responsible for its compliance with the Software License Agreement terms and
conditions.
Department oflnformation Resources Page 3 of 6 (DIR rev 03/2018)
Cooperative Purchase Page 11 of 16
DIR Contract No. DIR-TSO-4236
Vendor Contract No.
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. It is the
Customers responsibility to read the Shrink/Click-wrap License Agreement and determine
if the Customer accepts the license terms as amended by this 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.
C. Conflicting or Additional Terms
In the event that conflicting or additional terms in Vendor Software 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 apply to 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 Customers 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 a reseller who attempts to pass through documents and obligations
from its Manufacturer of Publisher.
Department of Information Resources Page 4 of 6 (DIR rev 03/2018)
Cooperative Purchase Page 12 of 16
DIR Contract No. DIR-TSO-4236
Vendor Contract No.
8. Authorized Exceptions to Appendix A,Standard Terms and Conditions for Product and Related
Services Contracts.
A. Appendix A,Section 5,Intellectual Property is hereby deleted and replaced in its entirety as
follows:
This contract does not contemplate,authorize or support acquisition of custom software products
or services.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;then the intellectual property language will
be negotiated and applied.
(Remainder of page left blank intentionally)
Department of Information Resources Page 5 of 6 (DIR rev 03/2018)
Cooperative Purchase Page 13 of 16
DIR Contract No. DIR-TSO-4236
Vendor Contract No.
This Contract is executed to be effective as of the date of last signature.
DLT Solutions,LLC
Authorized By: Signature on File
Name: Joe Donohue
Title: CFO
Date: 10/16/19
The State of Texas,acting by and through the Department of Information Resources
Authorized By: Signature on file
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 10/18/22019
Office of General Counsel: Signature on File Date:10/17/2019
Department of Information Resources Page 6 of 6 (DIR rev 03/2018)
Cooperative Purchase Page 14 of 16
Exhibit C
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICEUSEONLY
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.
2
❑ 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.)
3 Name of local government officer about whom the information is being disclosed.
Name of Officer
IJ 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 E-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?
Yes F-1 No
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.
6
❑ Check this box if the vendor has.given the local government officer or afamily 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).
7
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Cooperative Purchase Page 15 of 16
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference,below are some of the sections cited on this form.
Local Government Code§176.001(1-a):"Business relationship"means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal,state,or local governmental entity or an
agency of a federal,state,or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public;or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by,and reporting to,that agency.
Local Government Code§176.003(a)(2)(A)and(B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) thevendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregatevalue of more than$100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed;or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code§176.006(a)and(a-1)
(a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity,or a family member of the officer,described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity,or a family member of the
officer,one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),excluding any
gift described by Section 176.003(a-1);or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity;or
(B) submits to the local governmental entity an application,response to a request for proposals
or bids, correspondence, or another writing related to a potential contract with the local
governmental entity;or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer,described by Subsection(a);
(B) that the vendor has given one or more gifts described by Subsection(a);or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Cooperative Purchase Page 16 of 16