HomeMy WebLinkAboutContract 58895DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
CSC No. 58895
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between ePlus
Technology, 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-4160; and
5. Exhibit D — DIR-TSO-4160 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-4160, then Exhibit A — City's Terms and Conditions shall control, but only to the extent
allowable under the DIR-TSO-4160.
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 October 2, 2024 to coincide with the Cooperative
Purchase Agreement. This Agreement may be amended to reflect the successive DIR Cooperative
Agreement to DIR-TSO-4160 and be renewed annually in accordance with the terms of that DIR
Cooperative Agreement.
[signature page following)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
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:
Val- IAA.+ ---
By• Valerie Washington (Feb 20, 2023 10,21 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Feb 20, 2023
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
ATTEST:
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: Bobby Lee (Feb 16, 2023 11:08 CST)
Name: Bobby Lee
Title: Sr. IT Solutions Manager
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By:
Name: Jannette Goodall
Title: City Secretary
SELLER:
ePlus Technology, Inc.
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ocuSigned by:�,�, J;
By. Nl.(,(,al� D""" W
Name: Don McLaughlin
Title: Senior VP Contracts
2/14/2023
Date:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0061
Approved: 02/14/2023
Form 1295: 2022-966298
ATTEST:
DocuSigned by:
By. F69ADCE5A52F47C...
Name: Matt Sylvester
Title: �Fector, cow
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
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. Attorneys' 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
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
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 ImmunitX. 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 Liability and Indemnity. 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
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
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.
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
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 Nationality 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 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.
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
18. Right 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 BoycottingEnergy 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.
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
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 httu://www.ethics.state.tx.us/forms/CIO.Ddf.
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.
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
CONFLICT OF INTEREST QUESTtONNAtRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 21 84th Leg— Regular Session.
OFFICE USE ONLY
This questiflnnaire is being filed in accordance with Chapter 176, Loca] GovemmentCDde,
Date ReceMed
by a van dorwho has abus iness relatlonship as defined by Section 176AQ1(t-a)with a local
governmental entity and the vendor meets requirements under Section 176.GGG(a).
By Iaw this questionnaire must be fiiedwith the records administrator of the local governmental
entity not later than the 7th business day after the data 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 Becton 176.006. Local
Government Code.An offense under this section is a misdemeanor.
t Name of vendorwho has a business felatfonshlpwith local governmental entity.
ePlus Technology, inc.
21 H Check this box It -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 frled questionnaire was
incomplete or inaccurate.)
3
Name of Tocal government officer aboutwhom the information In tfils section is being disclosed.
N/A
Nance of Officer
This section (item 3 including subparts A. B. C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional
pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income; other than investment
income, from the vendor?
Yes F-1 No N/A
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 named in this section AND the taxable income is not received from the local governmental entity?
Yes F-1 No N/A
C. Is the filer of this questionnaire employed by 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?
Yes F1 No N/A
D. Desc€ibe each employment or business and family relationship with the local govemment officer named in this section.
N/A
4 DocuSigned by:
Fvbt& h4AWA ti 2/14/2023
Signature of vendor doing business with the governmental ett4ty Dace
Adapted 8.M2015
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
EXHIBIT C
TEXAS DEPARTMENT OF INFORMATION RESOURCES
DIR-TSO-4160
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
Contract Number
DIR-TSO-4160
Vendor Information
Hewlett Packard
Enterprise Company
Vendor ID: 1473298624600
HUB Type: Non HUB 11)
RFO: DIR-TSO-TMP-417
Contract Status: Active
Contract Overview
VENDOR CONTACT:
JackLyn Smith Cr
Phone: (207) 494-6436
Vendor Website Cam'
Contract Term Date: 10/02124 DD
Contract Expiration Date: 10/02124 DD
DIR CONTACT:
Tiflanay Waller Com
Phone: (512) 475-4962
Hewlett Packard Enterprise Company offers servers, storage, networking, support and other technology products and
services through this contract. AvaiLabLe brands include: HPE, Nimble, Micro Focus, Cray, DataDirect and many other
third -party products: See Available Brands on this contract web page. Contracts may he 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 1012f2024.
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
DIR Contract No. DIR-TSO-4160
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
Hewlett Packard Enterprise Company
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 15`h Street, Suite 1300, Austin, Texas 78701, and Hewlett Packard
Enterprise Company (hereinafter "Vendor"), with its principal place of business at 300 Hanover
Street, Palo Alto, CA 94304.
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-417, on 1/12/2018, for Hewlett-Packard Manufacturer
Branded Hardware, Software, Cloud and Related Services and Services. Upon execution of this
Contract, a notice of award for RFO DIR-TSO-TMP-417 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, Software Licensing and Software and Hardware Support
Agreement; Appendix E, SaaS and Nonstop Products and Services Agreement; Exhibit 1, Vendor's
Response to RFO DIR-TSO-TMP-417, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-417,
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 two (2) optional two-year renewal periods. 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 16 (DIR rev 03/2018)
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
DIR Contract No. DIR-TSO-4160
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to servers, storage, networking products
and Related Services 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.B 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.Babove.
B. Services
Services available under this Contract are limited to HIDE branded technical and technology
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 1.13 above.
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.
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 (0.75%). 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.
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. 151h St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-1647
Facsimile: (512) 475-4759
Email: keIIV.Darker( dir.texas.eov
If sent to the Vendor:
Mary A. Reuss
Hewlett Packard Enterprise Company
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DIR Contract No. DIR-TSO-4160
US Federal and SLED Contracts Office
One Discovery Square
12010 Sunset Hills Rd, 3rd Floor
Reston, VA 20190
Phone: (512) 319-0011
Email: mary.reuss@hpe.com
Software License, Service and Leasing 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 Licensing and Software and Support
Agreement set forth in Appendix D of this Contract. No changes to the Software Licensing and
Software and Hardware Support 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 the Customer and Vendor may agree to
additional terms and conditions that do not diminish a term or condition in the Software
Licensing and Software and Hardware Support 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 Licensing and Software and Hardware Support Agreement terms and
conditions available to all Customers at all times.
2) Compliance with the Software Licensing and Software and Hardware Support Agreement
is the responsibility of the Customer. DIR shall not be responsible for any Customer's
compliance with the Software Licensing and Software and Hare Support Agreement. If DIR
purchases software licenses for its own use under this Contract, it shall be responsible for its
compliance with the Software Licensing and Software and Hardware and Support 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 HPE Branded
Software. It is the Customer's responsibility to read the Shrink/Click-wrap License
Agreement and determine if the Customer accepts the license terms. If the Customer does
not agree with the license terms, then 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 which the parties shall agree to in writing.
C. Service Agreements
Services provided under this Contract shall be in accordance with the Software Licensing and
Software and Hardware Support Agreement as set forth in Appendix D and the SaaS and
Nonstop Products and Services Agreement as set forth in Appendix E of this Contract. No
changes to the Software Licensing and Software and Hardware Support Agreement or the
SaaS and NonStop Products and Services Agreement terms and conditions may be made
unless previously agreed to by Vendor and DIR.
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D. Master Lease Agreement
DIR and Vendor agree that a Master Lease Agreement may be added to the Contract by
amendment upon agreement of terms and conditions of both parties.
E. 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 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 a reseller who attempts to pass through documents and obligations
from its Manufacturer or Publisher.
Authorized Exceptions to Appendix A, Standard Terms and Conditions for Products and Related
Contracts, as listed below are hereby added as follows:
A. Section 3. Definitions is hereby replaced in its entirety as follows:
A. Customer - 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
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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.
B. Compliance Check — an audit of Vendor's compliance with the Contract may be
performed by, but not limited to, a third party auditor, DIR Internal Audit department, or
DIR contract management staff or their designees.
C. Contract — the document executed between DIR and Vendor into which this Appendix A
is incorporated.
D. CPA — refers to the Texas Comptroller of Public Accounts.
E. Day - shall mean business days, Monday through Friday, except for State and Federal
holidays, unless otherwise specified as calendar days. If the Contract calls for
performance on a day that is not a business day, then performance is intended to occur
on the next business day.
F. Order Fulfiller — the party, either Vendor or a party that may be designated by Vendor,
who is fulfilling a Purchase Order pursuant to the Contract.
G. Purchase Order or 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).
H. State — refers to the State of Texas.
I. Affiliate of a party means an entity controlling, controlled by, or under common control
with, that party.
J. HPE Branded means Products and Services bearing a trademark or service mark of any
Hewlett Packard Enterprise Company or Affiliate.
K. Product means hardware and software listed in DIR-TSO-4160 Appendix C Pricing Index at
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the time of HPE's acceptance of Customer purchase order, and including products that
are modified, altered, or customized to meet Customer requirements ("Custom
Products") only if the Custom Support Service is detailed and listed in accordance with
Appendix C Pricing Index.
L. Technical Service means integration or other technical orcustomizable services performed
by HPE under a Statement of Work or other Supporting Materials only if the Technical
Service is detailed and listed in accordance with Appendix C Pricing Index.
M. Service means Support and Technical Services as detailed and listed in accordance with
Appendix C Pricing Index.
N. Specification means technical, information about Products published in HPE Product
manuals, user documentation, and technical data sheets in effect on the date HPE delivers
Products to Customer.
O. Support means hardware maintenance and repair, software maintenance, training,
installation and configuration, and other standard support services provided by HPE, and
includes "Custom Support," which is any agreed non-standard Support as described in a
Statement of Work only if the Custom Support Service is detailed and listed in accordance
with Appendix C Pricing Index.
P. Supporting Material may include (as examples) product lists, hardware or software
specifications, standard or negotiated service descriptions, data sheets and their
supplements, and Statements of Work, published warranties and service level
agreements, and may be available to Customer in hard copy or by accessing a designated
Vendor website.
B. Section 4. General Provisions, B. Modification of Contract Terms and/or Amendments,
2) is hereby replaced in its entirety as follows:
2) Customers shall not have the authority to modify the terms of the Contract; however,
additional Customer terms and conditions that do not conflict with the Contract and are
acceptable to Order Fulfiller may be added in a Purchase Order or Statement of Work and
given effect. No additional term or condition added in a Purchase Order issued by a
Customer can conflict with or diminish a term or condition of the Contract. Pre-printed
terms and conditions on any Purchase Order issued by Customer hereunder will have no
force and effect. In the event of a conflict between a Customer's Purchase Order and the
Contract, the Contract term shall control.
C. Section 5. Intellectual Property Matters, A. Definitions, 1) is hereby replaced in its
entirety as follows:
1) "Work Product" or "Deliverables" means any and all Deliverables produced by Vendor
for Customer under a Statement of Work issued pursuant to this Contract, including any
and all tangible items or things that have been prepared, created, developed, invented or
conceived at any time following the effective date of the Contract.
D. Section 5. Intellectual Property Matters, A. Definitions, 3) is hereby replaced in its
entirety as follows:
3) "Statement of Work" means a document signed by Customer and Vendor
describing a specific set of activities and/or deliverables.
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E. Section 5. Intellectual Property Matters, A. Definitions, 4) is hereby replaced in its
entirety as follows:
4) 'Third Party IP" means the Intellectual Property Rights of any third party not a party
to this Contract.
F. Section 5. Intellectual Property Matters, A. Definitions, 5) is hereby replaced in its
entirety as follows:
5) "Vendor IP" means, as between Vendor and Customer, Vendor's ownership of all
materials, software (whether written or machine-readable) and the copyrights patents,
trademarks, trade secrets and all other (a) owned by or licensed to Vendor or one of its
Affiliates prior to the Effective Date of the Contract; (b) all Intellectual Property Rights
developed by Vendor or one of its Affiliates outside the scope of this Contract, and (c) all
modifications, enhancements, and derivative works thereof.
G. Section 5. Intellectual Property Matters, B. Ownership is hereby replaced in its entirety
as follows:
B. Ownership
As between Vendor and Customer,
a) The Deliverable(s) and all Intellectual Property Rights associated with the
Deliverable(s) will be owned by the Vendor at creation and will not be considered
works made for hire. The Vendor grants to the Customer a non-exclusive, royalty -free,
site -wide, irrevocable license to use, copy, and distribute the Deliverable(s) and related
documentation according to the terms and conditions of this Contract and Supporting
Materials. For the purposes of this license, "site -wide" includes any Customer office
regardless of its physical location. Customer may further sublicense those Deliverables
to its Affiliates or third party service providers, strictly in furtherance of Customer's
internal use.
b) Customer may modify the Deliverable(s) and may combine such with other
programs or materials to form a derivative work. Customer will own and hold all
copyright, trademark, patent and other intellectual property rights in any derivative
work, excluding any rights or interest in the Deliverable(s) other than those granted in
this Contract.
c) The Customer may copy the Deliverable(s) to multiple hard drives or networks.
d) The Customer may copy the Deliverable(s) in the course of routine backups for the
purpose of recovery.
e) In the event that the Vendor ceases to conduct business, or ceases to support the
Deliverable(s), the Customer's license will not cease. The license may be terminated if
used in a manner that would violate the terms of this Contract and Supporting
Material.
f) Notwithstanding the license grants, any Third Party IP incorporated into any licensed
Deliverable(s) will be subject to the license terms applicable to such Third Party IP.
g) The Customer and the Vendor will continue to own their respective Intellectual
Property Rights developed before entering into the Contract or developed outside the
scope of this Contract, and all modifications or derivative works thereof. Any software
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licensed through the Vendor and sold to the Customer will be licensed directly to the
Customer.
H. Section 5. Intellectual Property Matters, C. Further Actions is hereby replaced in its
entirety as follows:
C. Further Actions
Vendor, upon request and without further consideration, shall perform any acts that may
be deemed reasonably necessary or desirable by Customer to evidence more fully the
transfer of ownership and/or registration of applicable Intellectual Property Rights in the
Work Product to Customer including but not limited to the execution, acknowledgement
and delivery of such further documents in a form agreed by the parties.
I. Section 5. Intellectual Property Matters, D. Waiver of Moral Rights is hereby replaced in
its entirety as follows:
D. Waiver of Moral Rights
Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral
Rights in any portion of the Work Product that contains "Customer" content, which
Vendor may now have or which may accrue to Vendor's benefit under U.S. or foreign
copyright or other laws and any and all other residual rights and benefits which arise
under any other applicable law now in force or hereafter enacted. Vendor acknowledges
the receipt of equitable compensation for its assignment and waiver of such Moral Rights.
The term "Moral Rights" shall mean any and all rights of paternity or integrity of the Work
Product and the right to object to any modification, translation or use of the Work
Product, and any similar rights existing under the judicial or statutory law of any country
in the world or under any treaty, regardless of whether or not such right is denominated
or referred to as a moral right.
J. Section 5. Intellectual Property Matters, E. Confidentiality is hereby replaced in its
entirety as follows:
E. Confidentiality
In the performance of the Services hereunder, either party may receive or have access to
documents, technical information, information about product plans and strategies,
promotions, customers, and related technical, financial or business information, which
the disclosing party considers to be the confidential information of that party or its third
party contractors or suppliers ("Confidential Information"). The following will apply to
any such Confidential Information to the extent consistent with the Texas Public
Information Act and its trade secret exemptions:
1) Before any Confidential Information is disclosed, the parties will first agree to
disclose and receive such information in confidence. If then disclosed, the
Confidential Information will be marked as confidential at the time of disclosure, or if
disclosed orally but stated to be confidential, will be designated as confidential in a
writing by the disclosing party summarizing the Confidential Information disclosed
and sent to the receiving party within thirty (30) days after such oral disclosure;
2) Confidential Information may be used by the receiving party only with respect to
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the performance of its obligations under this Contract, and only by the employees or
contractors of the receiving party and its employees, agents or contractors who have
a need to know such information for purposes of this Contract. The receiving party
will protect, and will ensure that its employees, agents and contractors will protect,
the disclosed Confidential Information by using the same degree of care, but no less
than a reasonable degree of care, to prevent the unauthorized use, dissemination or
publication of the Confidential Information as the receiving party uses to protect its
own confidential information of a like nature;
3) The receiving party's confidentiality obligation will be for a period of three (3)
years after the date of disclosure. IF CUSTOMER REQUIRES ITS'CONFIDENTIAL
INFORMATION TO BE PROTECTED BEYOND THIS PERIOD, CUSTOMER MUST
NEGOTIATE FURTHER TERMS WITH VENDOR, INCLUDING CERTIFICATION AS
COMPLETELY RETURNED OR DESTROYED.
4) The confidentiality obligations of the parties will not extend to information that:
a) was in the receiving party's possession before receipt from the disclosing
party;
b) is or becomes publicly known without breach by the receiving party;
c) is rightfully received by the receiving party from a third party without a
duty of confidentiality;
d) is independently developed or learned by the receiving party;
e) is disclosed by the receiving party with the disclosing party's prior written
approval, or
f) is required to be disclosed pursuant to the Texas Public Information Act
and its trade secret exemptions.
K. Section 5. Intellectual Property Matters, I. Third -Party Underlying and Derivative Works
is hereby replaced in its entirety as follows:
I. Third -Party Underlying and Derivative Works
In all instances, in its' SOW or quote, and before contracting with a customer the Vendor
will disclose the use or incorporation of any Third Party IP into the Work Product or
Deliverables and a description of the ownership and use rights that will be provided to
the Customer. At the time of delivery, the Vendor will provide in writing the name and
use of any Third Party IP, including information regarding the Vendor's authorization to
include and utilize such Third Party IP. The notice shall include a copy of any ownership
agreement or license that authorizes the Vendor to use the Third Party IP, If Vendor
procures any Third Party IP for the State, then Vendor must assign or otherwise transfer
to the State, or afford the State the benefits of, any license rights, including the
manufacturer's warranty, for the Third Party IP.
L. Section 5. Intellectual Property Matters, J. Agreement with Subcontracts is hereby
replaced in its entirety as follows:
J. Agreement with Subcontracts
Vendor agrees that it shall have written agreement(s) that are consistent with the
provisions hereof related to Work Product and Intellectual Property Rights with any
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employees, agents, consultants, contractors or subcontractors providing Services or Work
Product pursuant to the Contract, prior to their providing such Services or Work Product,
and that it shall maintain such written agreements at all times during performance of this
Contract, which are sufficient to support all performance and grants of rights by Vendor.
Copies of such agreements shall be provided to the Customer promptly upon request.
Vendor may redact confidential information, but in any event must provide copies
sufficient to ensure Vendor's compliance with this section.
M. Section 5. Intellectual Property Matters, L. Vendor Development Rights is hereby
replaced in its entirety as follows:
L. Vendor Development Rights
To the extent not inconsistent with Customer's rights in the Work Product or as set forth
herein, nothing in this Contract shall preclude Vendor from developing for itself, or for
others, materials which are competitive with those produced as.a result of the Services
provided hereunder, provided that no Work Product is utilized, and no Intellectual
Property Rights of Customer therein are infringed by such competitive materials.
N. Section 7. Contract Fulfillment and Promotion, C. Product Warranty and Return Policies
is hereby replaced 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 than warranty and return policies for other similarly situated
Customers for like products, or more costly consistent with section 8.C.3.
O. Section B. Pricing, Purchase Orders, Invoices, and Payments, C. Customer Price, 3) is
hereby replaced in its entirety as follows:
3) During the Contract term, if pricing for products, specific product configurations, or
services available under this Contract is provided by the Vendor at a lower price to: (i) an
eligible Texas Customer who is not purchasing those products, specific product
configurations, or services under this Contract or (ii) to any other entity or consortia
authorized by Texas law to sell said products and services to eligible Texas Customers,
under like terms and conditions provided for the State for those commodities and services
under this Contract, then the available Customer Price in this Contract shall be adjusted
to that lower price. This requirement only applies to products, specific product
configurations, or services quoted by Vendor for a quantity of one (1) under like terms
and conditions, and does not apply to volume or special pricing purchases. To the extent
that either party identifies and confirms that better pricing is offered by Contractor in
accordance with this section, both parties will utilize best efforts to amend this Contract
within ten (10) days to reflect the lower price. Any Contract price changes pursuant to
this section shall be effective for all transactions between Vendor and DIR Customers
entered into on or after the date that the transaction, including the lower price was
identified.
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Section 10. Vendor Responsibilities, A. Indemnification, 2) is hereby replaced 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
ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND
ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any
acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers,
or suppliers of subcontractors in the execution or performance of the Contract and any
Purchase Orders issued under the Contract. 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 OFTHE
ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY
WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
Q. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements, a) is hereby
replaced in its entirety as follows:
a) VENDOR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND
CUSTOMERS, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS,
AND/OR ASSIGNEES FROM ANY AND ALL THIRD PARTY CLAIMS, WHICH PERTAIN TO HIDE
BRANDED PRODUCTS AND SERVICES, INVOLVING 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 COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES,
VENDOR —NEGOTIATED SETTLEMENT AMOUNTS, AND COURT -AWARDED DAMAGES. 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 OFTHE ATTORNEY GENERAL.
R. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements, b) is hereby
replaced in its entirety as follows:
b) Vendorshall have no liability underthis section if the alleged infringement is caused in
whole or in part by: (i) use of the product or service fora purpose or in a manner for which
the product or service was not designed, (ii) any modification made to the product
without Vendor's written approval, (iii) any modifications made to the product by the
Vendor pursuant to Customer's specific instructions, (iv) any intellectual property right
owned by or licensed to Customer, (v) any use of the product or service by Customer that
is not in conformity with the terms of any applicable license agreement, or (vi) use of the
product or service in combination with product or services not provided under the
Contract.
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S. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements, d) is hereby added
in its entirety as follows:
d) Vendor will transfer to Customer any third party intellectual property infringement
indemnification for non -HP Branded Products, Software, and Services delivered under
the Contract and transferable to Customer.
T. Section 10. Vendor Responsibilities, K. Limitation of Liability is hereby replaced in its entirety
as follows:
K. Limitation of Liability
For any claims or cause of action arising under or related to the Contract: i) to the extent
permitted by the Constitution and the laws of the State, none of the parties shall be
liable to the other for any indirect, punitive, special, or consequential costs or damages
whether arising in contract, tort (including negligence) orotherwise, even if it is advised
of the possibility of such damages; and ii) Vendor's liability for damages of any kind to
the Customer shall be limited to the greater of $1,000,00 or a sum equal to three (3)
times the total amount paid to Vendor by Customer for all Orders placed by Customer
under the Contract during the twelve months immediately preceding the accrual of the
claim or cause of action. However, this limitation of Vendor's liability shall not apply to
claims of bodily injury; violation of intellectual property rights including but not limited
to patent, trademark, or copyright infringement as set forth in Appendix A, Section
10.A.3 ("Infringements").
U. Section 11. Contract Enforcement, B. Enforcement, 1) Termination for Non -Appropriation
by Customer, is hereby replaced in its entirety as follows:
1) Termination for Non -Appropriation
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 111) 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,
Customer will make reasonable efforts to provide Vendor with (30) calendar days written
notice of intent to terminate however, failure to do so will not change Customer's liability
or responsibility as set forth in 11.13.1.b., below. 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, nor shall it be liable for any damages or any other amounts which are caused by
or associated with such termination.
Department of Information Resources Page 12 of 16 (DIR rev 03/2018)
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
DIR Contract No. DIR-TSO-4160
b) Termination for Non -Appropriation by DIR
DIR may terminate Contract if funds sufficient to pay its obligations under the Contract
are not appropriated: by the i) Texas legislature, or ii) 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 thirty (30) calendar days written notice of intent to terminate. In
the event of such termination, DIR 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 (except for Products shipped and Support and Services performed to the extent
funds are available for payment), nor shall it be liable for any damages or any other
amounts which are caused by or associated with such termination.
V. Section 11. Contract Enforcement, B. Enforcement, 4) Termination for Cause, b) is hereby
replaced in its entirety as follows:
b) Purchase Order
Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence of a
material breach of any term or condition: (i) of the Contract, or (ii) included in the
Purchase Order in accordance with 4.b.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 thirty (30) 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 or terminate 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 relates or may relate to vendor
provision of goods or services to the Customer.
W. Section 14. Additional Terms are hereby added in its entirety as follows:
14. Additional Terms
A. Products
a) Title. Risk of loss or damage and title for Hardware Products will pass upon delivery
to, and acceptance by, Customer or its designee. Where permitted by law, Vendor
retains a security interest in Products sold until full payment is received.
b) Delivery. Vendor will use all commercially reasonable efforts to deliver Products in
a timely manner. Vendor may elect to deliver Software and related product/license
information by electronic transmission or via download.
c) Installation. If Vendor is providing installation with the Product purchase, Vendor's
site guidelines (available upon request) will describe Customer requirements. Vendor
will conduct its standard installation and test procedures to confirm completion and
acceptance by customer.
d) Product Performance. All HPE Branded Hardware Products are covered by
Vendor's limited warranty statements that are provided with the products or
Department of Information Resources Page 13 of 16 (DIR rev 03/2018)
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
DIR Contract No. DIR-TSO-4160
otherwise made available. Hardware warranties begin on the date of delivery or if
applicable, upon completion of Vendor installation, or (where Customer delays
Vendor installation) at the latest 30 days from the date of delivery. Non -Vendor
branded products receive warranty coverage as provided by the relevant third party
supplier.
e) Product Warranty Claims. When Vendor receives a valid warranty claim for a
Vendor Hardware or Software Product, Vendor will either repair the relevant defect
or replace the Product. If Vendor is unable to complete the repair or replace the
Product within a reasonable time, Customer will be entitled to a full refund upon the
prompt return of the product to Vendor (if Hardware) or upon written confirmation
by Customer that the relevant Software product has been destroyed or permanently
disabled. Vendor will pay for shipment of repaired or replaced Hardware or Software
Products to Customer. If under warranty, shipment cost will be Vendor's
responsibility.
B. Services
a) Technical Services. Vendor will deliver any ordered Technical, training or other
Services as described in the applicable Supporting Material.
b) Technical Services Acceptance. The acceptance process (if any) will be described
in the applicable Supporting Material, will apply only to the Deliverables specified,
and shall not apply to other Products or Services to be provided by Vendor.
c) Services Performance. Services are performed using generally recognized
commercial practices and standards. Customer agrees to provide prompt notice of
any such Service concerns and Vendor will re -perform any Service that fails to meet
this standard.
d) Services with Deliverables. If Supporting Material for Services defines specific
Deliverables, Vendor warrants those Deliverables will conform materially to their
written specifications for 30 days following delivery. If Customer notifies Vendor of
such a non -conformity during the 30-day period, Vendor will promptly remedy the
impacted Deliverables or refund to Customerthe fees paid for those deliverables and
Customer will return those Deliverables to Vendorvia freight pre -paid and charged to
Vendor.
e) Dependencies. Vendor's ability to deliver Services will depend on Customer's
reasonable and timely cooperation and the accuracy and completeness of any
information from Customer needed to deliver the Services.
f) Change Orders. Vendor and Customer each agree to appoint a project
representative to serve as the principal point of contact in managing the delivery of
Services and in dealing with issues that may arise. Requests to change the scope of
Services or Deliverables will require a change order signed by both parties.
C. Support Services
HPE's support services will be described in the applicable Supporting Material, which will
cover the description of HPE's offering, eligibility requirements, service limitations and
Customer responsibilities, as well as the Customer systems supported.
D. Eligibility
HPE's service, support and warranty commitments do not cover claims resulting from:
Deportment of Information Resources Page 14 of 16 (DIR rev 03/2018)
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
DIR Contract No. DIR-TSO-4160
a) improper use, site preparation, or site or environmental conditions or other non-
compliance with applicable Supporting Material;
b) Modifications or improper system maintenance or calibration not performed by
HPE or authorized by HPE;
c) failure or functional limitations of any non-HPE software or product impacting
systems receiving HP support or service;
d) malware (e.g. virus, worm, etc.) not introduced by HPE; or
e) abuse, negligence, accident, fire or water damage, electrical disturbances,
transportation by Customer, or other causes beyond HPE's control.
F. Compliance With Laws
Each party shall, in the performance of all of its rights and obligations under this Contract,
comply with all applicable laws.
G. Remedies
HPE specifically disclaims implied warranties of merchantability, fitness for a particular
purpose, title and non -infringement.
Remainder of page intentionally left blank
Deportment of Information Resources Page 15 of 16 (DIR rev 03/2018)
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
DIR Contract No. DIR-TSO-4160
This Contract is executed to be effective as of October 2, 2018.
Hewlett Packard Enterprise Company
Authorized By: Signature on File
Name: Mary A. Ruess
Title: Contract Negotiator
Date: September 25, 2018
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: September 30. 2018
Office of General Counsel: DB September 28, 2018
Deportment of Information Resources Page 16 of 16 (DIR rev 03/2018)
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
EXHIBIT D
Texas Department of Information Resources DIR-TSO-4160
Pricing Index
Texas Department of Information Resources
DIR Contract Number DIR-TSO-4160 Appendix C, Pricing Index
Hewlett Packard Enterprise Company
Amendment 2
BRAND
Hewlett Packard Enterprise Manufacturer BRANDED PRODUCTS
PRODOCTCATEGORV Product DescrlPtlen DID Customer DE1111- eft MSRP
$ervers
Hewlett Packartl Enterprise
INDUSTRYSTANDARD SERVERS
Entry Level DLIP an d M UD/1DD serves servers a nd Dptlens IPT LA]
24. R.
Hewlett Paek,ld Enterprise
INl15TRY STANDARD SERVERS
Core DL300/CLSDD S ones Servers) PL SY]
31. R.
H ewlett Packard Enter L
INDI-STRYSTANDARD SERVERS
Blade Servers And D dons PL
31. Rw
Hewlett Packartl Enterprise
INDUSTRY STANDARD SERVERS
Apollo Servers, Saleable Datacenter Infrastructure (PLTN, PLPC)
31. DWS
H ewlett Packartl Enter cis
IN D C STRV STAN CARD 5E RVE RE
Moonsho[antl Etl eine ServerA Ilan les PL52 PL2M
31. R.
H ewlett Paekard Enterprise
INDUSTRY STANDARD SERVERS
Manufatturin Servlas,F 1R Express l PLSI]
24. DW
Hewlett Packartl Enterprise
INDLITRV STANDARD SERVERS
Shared Optl Dns Iles[ of PIT SL PT SHI
31, DW
Hewlett Packard Enterrise
INDLITRV STANDARD SERVERS
311de1-11 C111-PIT LZ
29 D.
Hewlett Packartl Enter cis
INDUSTRY STANDARD SERVERS
Thirtl Part Software D[her[han Microsoft PL 13
31, A.
Hewlett Pa[ kard Enterprise
INDUSTRY STANDARD SERVERS
SMARTBIIV ED, SSiC
Pit.
Hewlett Packartl EnteMrise
INDUSTRY STANDARD SERVERS
Non-0I1111ntableaVllcroservers PIT LA), VIlosoR Dpereting
S stPms PL 11),Eas Con neR Software (IT S3
O,P"
Hewlett Packartl EnteMrise
M I551ON CRITICAL SERVERS
HPElnte riry 5111ttbn IPL 1X]
34, DD
Hewlett Pa[kartl Enterprise
MISSION CRITICAL SERVERS
Dpe B CS ftware IE WA, Llnux& W Indows reGng Environment]
PL23 So
34, A.
Hewlett Packard EnterpnsP
M ISSION CRITICAL SERVERS
BCS Software Blue&Wind." pectin Environment PL 23)
Hewlett Packard Enter rise
MISS ION CRITICAL SERVERS
In aid Platforms PL HA
26. DD%
Hewlett Packartl Enter rise
MISSION CRITICAL SERVERS
Non-Stp Enter rise PLNW
SE. A.
Hewlett Packard Enterprise
W IPL RGI
29. DW
H ewlett Paeka,d Enter rise
MISSION CRITICAL SERVERS
BLS BIatle9 PLTO
34. R.
Hewlett Packard Enter rise
MISSION CRITICAL SERVERS
SCS-S-St, PLTR
29. DW1
Hewlett Racka tEnterprise
MISSION CRITICAL SERVERS
Syner Infas[iv cture PL SE)
31. DD%
Hewlett Packard Enter rise
MISSION CRITICAL SERVERS
Synrsy Option IPL SJ
31. DDM
H ewlett Packartl Enter rise
MISSION CRITICAL SERVERS
O -, PL. FS
H ewlett Paekald Enterprise
MI55IDN CRITICAL SERVERS
Cpnv dSystems IPL FEI
SIR R.
Hewlett Packartl Enter rise
M ISSION CRITICAL SERVERS
Sim IVI PL SE
40, D.
Hewlett Packartl Enterrlse
MISSIONCRITICALSERVERS
H erConvered Dther PL58
4D, A.
5-64,
Hewlen Pa[kartl Enter rise
HPE XP Store eSolull ons
XP Software-12DDD 1DDDD 11241265124B
44, D.
Hewlett Packartl Enterprise
HPE XP Stpr6 e5olutl ons
XP Arrays-12DDD, IDDD1,11 24/126
44, D.
Hewleii Packartl Enterprise
APE XP Store e5olutl ons
XP Array lip ratles- 12 PER, IDDDD, 1D24/12R, 512/4B/256
44, D.
Hewlett Packartl Enter cis
HP EXP 2 DDDD IDDDD& P9xxx St2SP Solutions
XP 2222224222& 2xxx Software
39. A.
Hewlett Packartl Enterprise
LIP ARE 2DDDDJI_R a P9xxx Store e Solutions
XP 2DDDDf24DDD&P9xxx Hartlware
39, A.
Hewlett Packartl Enterprise
HPE XP 2DDDD/I4DDD& P9xxx Sterae Solutions
XP IDDDD/2,t-V 1-uprad es
39.DW1
Hewlett Packard Enterprise
terp-i-Ilual At—-EnterpriseEVA-V-D
39. R.
Hewlett Packartl Enterprise
APE Enterprise Virtual Array - Enterprise
EVA Cabinets&Accessories, EVAHCD's
39. R.
Hewlett Packard Enterprise
APE E-i-prlse Virtual Ahoy - Enterprise
Veea and 4te 11, servl cos
15, D.
Hewlett Packard Enterprise
APE Enterprise Virtual Army - Enterprise
Vn,
11 A.
Hewlett Packard Enterprise
APE Enterprise Virtual At— - Enterprise
Data 1--lrSW
1D. A.
Hewlett Packard Enter ns
HPE Enter lire Virtual Airy -k4DD Solutions
EVA 44 DD 64DD 84AE&P6xv Attid e Software Protlucts
11 A.
Hewlett Packard Enterpn'se
HP E SPAR Smra eworks Pro J-1,
311R F-Class, E-11-& Common Software
11 A.
Hewlett Packard Enterprise
APE 3PAR Smraeworks Produ¢s
311R F-Class,E-Class, Arrays& lJpratles, Nlmbie Storae
39. A.
Hewlett Packard Enter Hse
HPE 31AR Smra eworks Plotl
3PART II- III Software Nlmbie Stora e
39. A.
Hewlett Packard Enterprise
APE 11AR Stn Pworks protlucts
3PART-Class,S-R-Arays& uprades, NlmblP In,—
39. A.
Hewlett Packard Enter ns
HPE 3PARSmra eworks Protluds
311R Drive Ma Cabinets, Al, Jp odes
39. An
Hewlett Packard Enterprise
HPE3PAR Stpra eworks PrpiVcs
3PAR MI }Ran eArraY Sofrware
39. R.Hewlett
Packartl Enterprise
HPE3PARStpraeworks Protlucts
3PARVd )eArraY&Vp ratles
Hewleii Packartl Enter rise
HPE 3PAR SIora ewpN<s Protlucts
3PA2MIc�Ran , LED & cl
.Dn
Hewlett Packard EnteMrise
HPE 3PARSmra ewoN<s Protlucts
3PAR MId� li,b IAll,
31 An
Hewlett Packard Enterprise
HPE 3PA22mra eworks Protlucts
3PAR Z.,Bxxx
39. R.
Hewlett Packard Enter rise
APE 3PAR
"iireSery Spa
39. R.
Hewlett Packartl Enterprise
APE SPAR Smr eworks Prld-
3PAR Spa
RE
H ewlett Packard EnteMrise
HPE 3PAR Smra ewoN<s Protlucts
SPAR StIR-1
39. An
HewlettPackard Enterprise
APE 3PAR Smra eworks Protlucts
3PAR l0m
39. A.
Hewlett Packard Enterprise
APE SPAR Smraeworks Protlucts
3PAR 2xxx
11 A.
Hewlett Packard EnterpnsP
APE 3PAR Smra eworks Protlucts
HPE M67 1D&M67 2D
39. A.
Hewlett Packard Enterprise
Nlmbie Prpollts&Support
Nimble Cloud Volumes
1E. R.
Hewleii Packard En -rise
HPEStpreeHardware-EnteMrise
CI,stored Ci,e, WAN All,1tpr X-E Famll IBRIY
.Dn
Hewlett Packard Enter rise
HPEStore1-111re-EnteMrise
Ente se Swlt,hi nd Host BusAtla tens
31 An
Hewlett Packartl Enterprise
HPE Storage Hartlware -Enterprise
EVIL, ESL and VLSTape Libraries, D2D
39. R.
Hewlett Packard En Er,Ls
APEStora eHardware-Ent Lr
ESL D3 Libraries
39. A.
Hewlett Packard Enterprise
HPEEura A,rdware-Enterprise
StoreCnee
39. R.
Hewlett Packard Enter rise
HPE Virtual Ara antl DS Hardware&Software Protlucts
Virtual Arta antl DS Hardware
24. A.
Hewlett Packard Enter rise
HPE Virtual Arta arN DS Hardware& Software Protlucts
Power Accesmries
24. A.
Hewlett Packartl Enterprise
ARE 5wrae Hardware-ColAmerclal
HPE Ltil P4DDD SAN 5.1i,-Ls
26, DN
Hewleii Packartl En -rise
APE Store,Hardware-Commercial
Store0nce 2"'/3""
26, Dn
Hewlett Packartl EnteMrise
HPE Store ,Hardware -Commercial
Entry NAS& All In one St orae
24, An
Hewlett Packartl Enterprise
HPE Stora ,Hardware -Commercial
D20DD/P2D00 MSA HW& SW, MSA HDD's, Salable Rle SFare
24. A.
Hewlett Packard Enterprise
HPESrorage Hardware-Commercla
Blatle System Sorage Swltthes, Co mm irclal Switches a n d Swll
24 DD%
Hewlett Packard EnteMrise
HPEStory ,Hardware -Commercial
Tape DnvesanlalA,o,,.r,PsdIDDS,DAT,SDLT,IIItriuml
24. An
Hewlett Packard Enterprise
HPE Stow , Hardware -Commercial
MSL a VSLTape Llbrarles,.Autoloadels
24. A.
ewlett Packard Enterprise
orage Media
orage M edia Pedu Its
Hewlett Packartl Enterprise
P,R ,inns/Smart Buys
SMARTBDV SRI, 11-ei
1, DD%
MI-Ilking
Hewlett Packard En Er,Ls
HPEJAruba NetworWn
HPE--i-kin Switchin and SRN NPtworkin
36. An
Hewlett Packard Enterprise
HPE/Aruba Netwe rWn
HPE Networkln Enterprise R outln And S-6,n
36. A.
Hewlett Packard Enterprise
HPE/Aruba NetworWn
ARENS Wprklns RPutln
38. A.
Hewlett Packartl Enterprise
HPE/Aruba NetworWn
HPE N,[work M-g antl Software
3S. DDx
Hewleii Packartl EnteMrise
HPE/Aruba NeiworWng
HPEN PL "NC'
38, DD%
Hewleii Pa[kartl EnteMrise
APE/Aruba N11-ki nr
HPEN Aruba
SE Dn
Hewleii Packard En -prise
APE/Aruba NI-Ei nr
HPE Network Accessories
3R Dn
Hewlett Packard Enterprise
HPEJAruba Networking
WIN
36. A.
H ewlett Packard Enterprise
HPE/Aruba NetworWn
Netw"r lltl lty
38. R.
Hewlett Paekald Enterprise
HPE/Aruba --king
HPE Te ephpny
D. St.
Hewlett Packard En -prise
NPtworkln Services
Hardware Services
15. DD%
Hewlett Packard Enterprise
NPtworkln SPrvlas
Software Services
15. D2F
Hewlett Packard Enterprise
Networkln Servl cos
Ins[alladon Services
1E. DDM
tither-Mls'Ella P_ "PS'not fit I n other eategmlez]
Hewlett Pa[kard Enter rise HPESare Parts&RefurbishetlSare Parts HPESare Parts&Refurbi,hed Sare Parts O,DA
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
Texas Department of Information Resources
DIR Contract Number DIR-TSO-4160 Appendix C, Pricing. Index
Hewlett Packard Enterprise Company
ARDendment2
RELATED
..AND SERVICE DESCRIPTIONS
SERVICES
Prudurt D—rlt-
DIR Cu stonier Dl:count%oft MSRP
M amtenance and support servRes
Hewlett Packard Enterprise
Financial Services Intl Asset R11111 y
HIE Protluct Return Intl Recycll1 Severe) 11,gl—AVl11lblel
D.R.
Hewlett Pack-Enteryrlse
Maintenance Intl Support Services
upfrpnt/Attached Support Services
26. DD%
Hewlett PackaN Enfiryrlse
Maintenanceantl Support Services
HW Maintenance/Renewals/Day I Support Services(,.dkding
ARUBA, Nonstop & SW Sp, Svcs)
ID. D.
Hewlett—k,d Enteryrlse
mtenance Ild Support Services
HIE SVJ Support Malntenan[e/Renev25(OaY I Suppprt Svcs
[futlln ARVBA&Non s[p
24 D.
Hewlett Packed Enterprise
Maintenanceantl Support Services
HPF HW/SWSuppprt Malntenan[e/Renewals/Day I Support 5vcs-
Nl mble 11—ge
E, DD%
Hewlett Pack-Enterprlae
Malntenan[e Intl S uppprt S ervl[es
HHIEHHW/SW Suppprt Maln[cnan[e/Renewals/DIY1 Sup,-
A,Ub�
11 Dori
Hewlett Park -Enterprise
M—ten — ,d Support Services
HW&SW No —p Support Services
18. D.
Hewlett Nlk-E-1111se
Mllntenanceantl Support Services
Packagetl/Consulling Services
26 D.
Hewlett Pack-Enterorise
Maintenance Intl Supp-.Services
Ed utatipn/Trai ni rig Services
24,M
Hewlett PackaN
bth er Relotetl Services
Hewlett Pack-
onsite Services R-,
Dnsite Labor Rates
See enste Labor Rates fordetllls
BRAND
SERVICE DESCRIPTIONS
Predurt Descrltlen
DIR Customer Discount%eft MSRP
S-1—
HewlettPa[kartlEnterprise
Custom Services- SOW Repulretl
Flexl bl e Caparlry 111—Servl[es 1—, Lake Infrastructure
on-tl emantl
D.
Hewlett Packard Enterri
Curtpm Services-SDW Rewired
Re—ti-Services
IR.
Hewlett PBekartl Enterprise
Custom Services-SDW ReQulretl
J-5'=E
.her Cust-4erv-,Assessment, IYOfesslOrrel Techlc al
R.
THIRD PARTY HARD
DIP Cus —r ❑Iscpunt % efl MSRP
PRODUCTS
PRODUCTS
A.,pn
ls.DDw
eelkin
ls.Dme
Black R-
15.O D?6
C2e --dI
Ca
DON
D0
Npkla
15,00?d
APC S[hnetaer El-,Q
E.
Syn7
15100?6
Trapp Llte
1E oW6
THIRD PARTY SOFTWARE
DIR Customer Discount % off -RP
DDN
1D.E.
V.—
1D E.
Micro Focus
ID.E.
Nokia
30.00?6
APc S[hn eid of Elecml cj
10,0 W%
Synnex
lD.DDw
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
HPE Onsite Labor Rates
Amendment 2
HPE US Expanded Labor Rates and Uplift Fees Quick Reference Guide
Effective October 28, 2020
All rates listed herein are subject to change without notice.
Solution Center Remote Labor Rates
On -Site Labor Rates
Software and Application
Enterprise Servers,
Commercial
Account
Hourly rates
Associated Storage,
Servers
Support
HP-UX, Tru64Unix,
Linux & Novell
Non Stop OS and
for U.S.
Network, and
(ProLiants)
Services
Open VMS, Storage
O/S
Related Applications
excluding
SGI Servers, Non-HPE
and Associated
(ASM)
Microsoft Products
Alaska and
Equipment
Storage
Rates
Per Hour
Per Hour
Rate
Per Hour
Per Hour
Not Available
Puerto Rico
Standard
business hours
$310*
$225
$295
$310
$310
Not Available
M—F 8 am-5 pm
PN# HJ623AC
PN# HJ623AC
PN# HJ628AC
PN# HJ628AC
After Hours
$21
$310
M—F 5 pm-8 am,
Sat, Sun, and
PN# HJJ623AC
PN#H J623AC
$368
PN# HJ628AC
PN#$HJ628AC
Not Available
HPE holidays
(Level 1)
(Level 1)
(Level 1)
(Level 1)
Minimum Hour
Standard Business Hours 8-5 M—F: 1 Hr Min
Charge
After Hours M-F, Saturday, Sunday and Holidays: 2 Hr Min
Software Non-
Std Business Hrs $500
Contract
Not Applicable
PN# HJ632AC(Level 1)
Not Applicable
Not Available
Access Fee
Other Days( Hrs $1500
PN# HJ632AC(Level 2)
Standard
3-5 Business Days
Up to Next Business
Up to Next
Response
within 200miles
Quote Only
Day
Business
Not Available
Day
I
** After hours service is not available for Microsoft.
Standard On -site Response Time
The response time for an on -site per event request (with credit approval) is 3 to 5 business days from the day the call is
accepted and logged by the HPE Solution Center (Within 200 miles of the responding HPE support hub). See the HPE
Per Event Hardware Support Technical Data Sheet for additional details.
Optional Expedited On -Site Response Fees
Depending on local HPE resource availability, customers may purchase expedited response. This service will be
subject to an expedited response fee that will vary depending on when the expedited response request is logged
Expedited /After Hours Response Fees for Non -Contract or for Standard Warranty Customers
requesting service outside their coverage window
(no charge for travel, labor and parts apply if they are already covered under their warranty service level)
Same Day Response
Next Day or Second Day Response
DA Y 3 -5 Business Days
HJ616AC Level
HJ616AC Level 1
Standard Response
Standard business
hours
Not available
$700 Enterprise, Commercial
No additional fee
M—F 8 am-5 m
(Standard Response)
After hours M—F 5prrr
$2500 Enterprise, Commercial
8 am, Sat, Sun and
Not available
($1800+$700)
$1800*
HPE holidays
Page 1
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
HPE Onsite Service Rates
Amendment 2
HPE US Expanded Labor Rates and Uplift Fees Quick Reference Guide
Effective October 28, 2020
All rates listed herein are subject to change without notice.
Expedited / After Hours Response Fees for Customers with Existing HW Service Contract or
Support Services Coverage - HJ616AC Level 1
To receive a 4 hr or scheduled response on -site from time of call receipt) Sub'ect to Resource Availability
8am 1 m 5m 9m
Existing Coverage
Time service request
received>
24x7x4hr
Monday through Friday
Included in coverage - No charge
Sat, Sun, and HPE holidays
Response
13x5x4hr
Monday through Friday
Included in coverage - No charge
***
$1,800
Response
Sat, Sun, and HPE holidays
$1,800
(M-F 8-9pm)
9x5x4hr Response
Monday through Friday
Included in Coverage -
No Charge
$1,800
(M-F 8-5pm)
Sat, Sun, and HPE holidays
$1800
9x5XNBD
Monday through Friday
$700
$2,500
Next Business
Sat, Sun, and HPE holidays
$2,500
Day
Note: Expedited response is dependent on resource availability.
*** Calls placed during these times may be serviced on the same day depending on resources and estimated completion time.
HPE Per Event Remote Hardware Support
(Provided by the Call Center
Hourly Rates for US
Enterprise
Commercial(ISS)
Standard Business Hours
$265 per hour,
$190 per hour,
M-F 8am — 5pm
1 hr min
.5 hr min
HJ627AC
HJ627AC
$331 per hour,
$238 per hour,
ALL other days and times
2 hr min
.5 hr min
HJ627AC (Level 1)
HJ627AC (Level 1)
Response Time
Up to Next Business Day
Up to Next Business Day
If an HPE on -site per event response is needed complete the call, there is no charge for the remote HW support.
Page 2
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
HPE Onsite Service Rates
Amendment 2
HPE US Expanded Labor Rates and Uplift Fees Quick Reference Guide
Effective October 28, 2020
All rates listed herein are subject to change without notice.
HPE Per Event
Hardware Onsite Travel Zone Char es - Enterprise S stems
HJ631AC Level
1
HJ631AC Level 2
HJ631AC Level
HJ631AC Level 4
HJ620AC
HJ620AC
Zone ��
0
1
2
3
4
5
6
Mileage 2)
0-5
6-25
26-50
51-100
101-200
201-300
300+
Charges
$0
$150
$255
$335
$530
Quote only
Quote only
HPE Per Event Hardware Onsite Travel Zone Charges - Commercial Servers
HJ631AC Level
1
HJ631AC Level 2
HJ631AC Level
HJ631AC Level 4
HJ620AC
HJ620AC
Zone ��
0
1
2
3
4
5
6
Mileage 2)
0-5
6-25
26-50
51-100
101-200
201-300
300+
Charges
$0
$95
$95
$210
$365
Quote only
Quote only
1) Zone Fees do not apply to Nonstop. Nonstop Travel Fees will be calculated on actual travel time incurred (based on the hourly rate)
2) Mileage is measured from the closest HPE Designated support hub to the customer location as a radius
(radial distance). Zone Mileage definitions may vary in some locations.
Installation Services Expedited Response Fees
Not applicable to NonSto 13)
DAY 0
DAY f
DAY 2
DAY 3+
Any Day
Same Day
Next Day
Two Day
Three Day
Additional Charge
Installation
Installation
Installation
Installation
for After -Hours
HJ615AC
HJ615AC
HJ615AC
Installation start
Standard business
Standard business
Standard business
Standard business
(M-F 5pm-8am,
hrs M—F 8 am—
hrs M—F 8 am-5
hrs M—F 8 am-5
hrs M—F 8 am-5 pm
Saturday, Sunday and
5 m
prn
prn
HPE Holidays)
Standard Environment -$700
Enterprise
Custom Quote
$1200
$350
No charge
24x7 Environment- $350
Servers
Mission Critical - Exempt
Commercial
Standard Environment-$700
Servers
24x7 Environment- $350
(ProLiants,
Custom Quote
$900
$350
No charge
Legacy Critical Service,
Blade Servers)
Proactive 24 and 24x7/CTR
Proactive Care Advanced —
Exempt No charge uplift)
Note: Expedited response is dependent on resource availability 3) NonStop Installation Services (INSTALLO-INSTALL9 and INSTALL-
OAH through INSTALL-9AH) quoted with the purchase of a NonStop server will continue to apply.
Page 3
DocuSign Envelope ID: 87FFFB65-4EE8-4FD4-BA6B-OD043A6777FC
HPE Onsite Service Rates
Amendment 2
HPE U.S. On -Site Services Rate Schedule
Labor Rates for:
Time and Materials - Hardware Support
Consulting Services
10/28/2020
All rates listed herein are subject to change without notice.
HPE Pointnext Commercial List Labor Rates
HPE Labor Category
List rate / Hr
Technology Consultant II
$185.00
Technology Consultant III
$256.00
Technology Consultant IV
$311.00
Technology Consultant V
$326.00
Network Engineer II
$185.00
Network Engineer III
$256.00
Network Engineer IV
$311.00
Network Engineer V
$326.00
Storage Engineerll
$185.00
Storage Engineer III
$256.00
Storage Engineer IV
$311.00
Storage Engineer V
$326.00
System Admin III
$256.00
System Admin IV
$311.00
System Admin V
$326.00
Project Manager III
$256.00
Project Manager IV
$316.00
Project Manager V
$326.66
Logistician III
$252.00
Logistician IV
$312.00
Field Engineer III
$231.00
Field Engiineer IV
$280.00
Field Engineer V
$294.00
Note on HPE Pointnext Commercial Labor Rates: List Rates do not include travel and living expenses. These
expenses will be billed separately. Applicable rates may be higher for persons with specific U.S Federal Government
security clearances. Resources will only be engaged via a legal quote/order or executed Statement of Work
between HPE and customer. Details of Roles and Responsibilities will be outlined in quote or Statement of Work.
City of Fort Worth,
Mayor and
Texas
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.
DISCUSSION:
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
Date
RFO
Published
Responses
Due
Presidio, Netsync
and WWT
DIR-TSO-
�4167
7/3/2023
12/20/2017
2/5/2018
Presidio, Netsync
and WWT
DIR-TSO-
�3763
1/10/2024
9/12/2016
10/13/2016
Presidio, Netsync
and WWT ��4299
DIR-TSO-
12/17/2023
3/20/2018
5/4/2018
WWT
WWT and ePlus
DIR-TSO-
�4160
10/2/2024
1/12/2018
2/26/2018
and ePlus ��4288
SO-
DIR-Presidio
WWT
J4444
DIR-CPO-
1/23/2025
3/15/2019
4/25/2019
Netsync andePlus
TIPS
200105
5/31/2023
1/9/2020
2/21/2020
WWT
AR210407
OMNIA
5/31/2026
12/1/2020
1/19/2021
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 City Manager's Office by: Valerie Washington 6192
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Kevin Gunn 2015