HomeMy WebLinkAboutContract 58915CSC No. 58915
FORT WORTH
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between World Wide
Technology, LLC ("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-4299 and
5. Exhibit D — DIR-TSO-4299 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-4299, then Exhibit A — City's Terms and Conditions shall control, but only to the extent
allowable under the DIR-TSO-4299.
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 December 17, 2023 to coincide with the Cooperative
Purchase Agreement. This Agreement may be amended to reflect the successive DIR Cooperative
Agreement to DIR-TSO-4299 and be renewed annually in accordance with the terms of that DIR
Cooperative Agreement.
[signature page following]
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
The undersigned represents and warrants that he or she has the power and authority to execute
h Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
Vim... &),A --
By: Valerie Washington (Feb 21, 202309:41 CST)
Name: Valerie Washington
Title: Assistant City Manager
Date: Feb 21, 2023
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
4,d44UUQ��
"0�FORro
ATTEST: �A °°°° °°oo �1
P—o oo
oz
o
0 o d
o°° *Ay
nezasapp
ly
By:
Name: Jannette Goodall
Title: City Secretary
SELLER:
World Wide Technology, LLC
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.
i
2 r�
Bobby Lee (Feb 18, 202311:15 CST)
Name: Bobby Lee_
Title: Sr. IT Solutions Manager
FR99Z1]iI017VV111Iall] 7u00619
6FI7��
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0061
Approved: 02/14/2023
Form 1295: 2022-963536
ATTEST:
� 7- By: By:
Name. Gregory Brush Name:
Title: Area VP Public Sector Title:
Date: 2/14/2023
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
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
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
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.
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.
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 nergy 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.
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.
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by FILM M tidth Leg., Regular Session.
OFF10E.USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local GovemmentCode I
gaW RWA*Pd
by a vendorwhe has a business relationship as defined by Section 176.001(1-a) wlth a local
governmental entity and the vendor meets requirements under Section 176.0m(a).
By law this questionnaire must be filedwith the records administratorof 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 Beotion 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 underthis section is a misdemeanor.
11 blame of vendar who has a business relalionstltp with local governmental entity.
World Wide Technology, LLC
Check N/A his box Ifyou are Ming an update to a previously filed questionnaire_
{The law requires that you file an updated completed questionnaire with the appropriate tiling authority not
later than the 7th business day after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
3
Name of focal government officer about wham the information in this sectlon Is being disclosed.
N/A
Name of Officer
This section {item 3 including subparts A, B, G, & 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 Farm CIO as necessary.
A. Is the local government officer named in this section receiving or likely to reeenre taX-Bble income, Other than investment
ncome. from the vendor? N/A
Yes E-1No
B. lathe vendor receiving or Iik* 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?
N/A
F7 Yea F-1 No
G. 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 OF mare?
N/A
Yes F—] No
t]_ describe each employment or business and family relationship with the local government officer named in this secilon.
lu
2/16/2023
Signature- of vendor 6K, g business With the gaverrimeMl entity Date
Adopted 81P2015
EXHIBIT C
TEXAS DEPARTMENT OF INFORMATION RESOURCES
DIR-TSO-4299
Contract Number
DIR-TSO-4299
Certifications/Qualifications: eRale
Vendor Information
EMC Corporation, dba
System Peripherals, Inc.
VendarlD: 1042680009900
HUB Type: Nan HUB d
RFC: DIR-TSO-TRIP-422
Contract Status: Active
Contract Overview
VENDOR CONTACT:
Katherine Dunay G7'
Phone: (512) 72D-3222
Vendor Website C?
Contract Term date: 12117/23 Q
Contract Expiration Date: 12/17123 CT)
DIR CONTACT:
Tiiffanay Waller G�
Phone: (512) 475-4962
EMC, Corp. offers Data Storage, Data Communication & Networking Equipment and Related Services through this
contract. This contract offers EMC products and related services. Contracts may be used by state and local government.
public education, other public entities in Texas, as wetL as public entities outside the state. ReseLlers are avaiLable on
this contract. DIR has exercised the automatic renewal option forthis Contract. This renewaL extends the contract
through 12/17/2023.
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
EMC Corporation; dtra System Peripherals, Inc.
1. Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas, acting
by and through the Department of Information Resources (hereinafter "DIR") with its principal
place of business at 300 West 151h Street, Suite 1300, Austin, Texas 79701, and EMC Corporation,
dba System Perrpherafs, Inc. (hereinafter "Vendor'), with its principal place of business at 175
South Street, Hopkinton, Massachusetts 01749.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of Texas
❑IR Issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily,
Request for Offer (RFO) DIR-TSO-TMP-422, an March 20, 2019, for Oata Storage, Data
Communications & Networking Equipment and Related Services. Upon execution of this
Contract, a notice of award for RFC) DIR-TSO-TMP-422 shall be posted by ❑IR on the Electronic
State Business Daily,
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence snail he as follows: this
Contract; Appendix A, Standard Terms and Conditions For Products and Related Services
Contracts; Appendix 5, Vendor's Historically Underutilized Businesses Subcontracting Plan;
Appendix C, Pricing Index; Appendix D, Support Service and Professional .Service Agreement;
Appendix E, Master Operating Lease Agreement; Appendix F, Master Lease Agreement; Exhibit 1,
Vendor's Response to RFO DIR-TSO-TMPA22, including all addenda; and Exhibit 2, RFO DIR-TSO-
TMP-422, including all addenda; are incorporated by reference and constitute the entire
agreement between DIR and Vendor governing purchase transactions. For Lease transactions
under this Contract the order of precedence shall be as follows: this Contract, Appendix E, Master
Operating Lease Agreement; Appendix F, Master Lease Agreement, as applicable depending on
the type of lease; 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. Support Service and Professional Services Agreement;
Exhiblt 1, Vendor's Response to RFO DIR-TSO-TMP-422, including all addenda; and Exhibit 2, RFO
DIR-TSO-TMP-422, including all addenda; are incorporated by reference and constitute the entire
agreement between ❑IR and Vendor governing lease 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 Appendix F, then Exhibit 1, and finally Exhibit 2. In the event of a conflict
between the documents listed in this paragraph related to lease transactlons, the controlling
Department of lrrformobon Aesowces Page 1 of 24 (131R rev 03/21318)
DIR Contract No. DIR-T5O4299
Vendor Contract No.
document shall be this Contract, then Appendix E or Appendix F, depending on the type of lease
transaction, then Appendix A, then Appendix B, then Appendix C, then Appendix D, then Exhibit
1, and finally Exhibit 2, In the event and to the extent any provisions contained in multiple
documents address the same or substantially the same subject matter but do not actually conflict,
the more recent provisions shall be deemed to have superseded earlier provisions.
2. Term of Contract
The initial term of this Contract shall be two (2) years commencing on the last date of approval by
DIR and Vendor, with one (1) optional two-year renewal and one (1) optional one-year renewal
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.
3. Product and Service Offerings
A. Prod ucts
Products available under this Contract are limited to Data Storage, Data Communications &
Networking Equipment as specified in Appendix C, Pricing Index. Vendor may incorporate
changes to their product offering; however, any changes must be within the scope of products
awarded based on the posting described in Section 1.13 above. Vendor may not add a
manufacturer's product line which was not included in the Vendor's response to the
solicitation described in section 1.Babove.
B. Services
Services available under this Contract are limiters to Data Storage, data Communications &
Networking related services as specified in Appendix C, Prlcing 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
Pricingto the ❑I R 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.
5. DIR Administrative Fee
A] The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to
Customers pursuant to this Contract is three quarters of one percent (75%). Payment will be
calculated for all sales, net of returns and credits. For example, the administrative fee for sales
totaling $100,000 shall be $750.00.
Bj 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.
Deparrrneer of krfarmo[ron RESO IELS Page 2 of 24 (DIR rev 03/21318)
❑1R Contract No. DIR-TSO-4299
Vendor Contract No.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
If sent to the State:
Kelly A Parker, CTPM, CTCM
Director, Cooperative Contracts
Department of Information Resources
300 W. 15"1 St., Suite 1300
Austin, Texas 78701
Phone; (512)475-1647
Facsimile: (512) 475-4759
Email: kelly.parker@dir.texas.gov
If sent to the Vendor:
Tiffany Pabst
EMC Corporatlon, dba System Peripherals, Inc.
3017 Douglas Blvd., Ste 300
Roseville, CA 95661
Phone: 774-350-8224
Email: tiffany.pabst@dell.com
7. Software License, Service and Leasing Agreements
A. Software License Agreement
1) Customers acquiring software Ilcenses under the Contract shall hold, use and operate
such software subject to compliance with the Software License Terms below and the End User
License Agreement (FULA). No changes to the Software License Agreement terms and
conditions may be made unless previously agreed to between Vendor and DIR. Customers
may not add, delete or alter any of the language in the Software License Terms and EULA,
however, that the Customer and Vendor may agree to additional terms and conditions that
do not diminish a term or condition In the Software License Terms, or in any manner lessen
the rights or protections of Customer or the responsibilities or liabilities of Vendor. order
FuIfIIler5hall make the Software License Agreement Terms available to all Customers at all
times.
zj Compliance with the Software License Terms is the responsibility of the Customer. DIR
shall not be responsible for any Customer's compliance with the Software License Terms. If
DIR purchases software licenses for its own use under this Contract, it shall be responsible for
Its compliance with the Software license Term or shrink/click wrap license agreement, as
applicable.
3) Shrink/Click-wrap License Agreement
It is the Customer's responsibility to read the Shrink/Click-wrap License Agreement and
determine if the Customer accepts the license terms as amended by this Contract. If the
Customer does not agree with the license terms, Customer shall be responsible for
negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License
Agreement language from the software publisher.
Department of information Aasowces Page 3 of 24 (DIR rev 0312018)
❑IR Contract No. DIR-TSO-4299
Vendor Contract No.
B. Software License Terms.
Definitions:
a) "Documentation" means the then -current, generally available, written user
manuals and online help and guides provided by EMC for Products_
b) "Products" mean "Equipment" (which is the EMC branded hardware delivered by
EMC to Customer) and/or "Software" (which is any programming code provided by
EMC to Customer as a EMC branded standard product, also including microcode,
firmware and operating system software).
c) Product Notice" means the Product and Services related information posted at the
applicable EMC website at the time of the EMC quote, currently located at
http!//www.emc.com/products/warranty maintenance/index.'m.
d) "Software Release" means any subsequent version of Software provided by FMC
after initial Delivery of Software, but does not mean a new Product.
e) General License Grant. Vendor grants to Customer a non-exclusive, non-
transferable (except as specified in this Contract) license to use the Software and the
Documentation during the period of the license solely for Customer`s internal
business operations, and subject to the provisions of this Contract. Unless otherwise
indicated in this Contractor or the applicable quote, licenses granted to Customer
will be perpetual, will be For use of object code only, and will commence an either
delivery of the physical media or the date Customer is notified of availability for
electronic download. lase of Software may require Customer to complete Vendor's
then current product registration process, if any, to obtain and input an
authorization key or license file.
f) Licensing Models. Software is licensed for use only in accordance with the
commercial terms and restrictions of the Software's relevant licensing model, which
are stated in the Product Notice and/or Vendor quote. For example, the licensing
model may provide that Software is licensed for use solely (1) for a certain number
of licensing units; (Ii) on or in connection with a certain piece equipment, CPU,
network or other hardware environment; and/or (iii) for a specified amount of
storage capacity. Microcode, firmware or operating system software needed by the
Equipment with which it is shipped to perform its basic functions, is licensed for use
solely on such Equipment.
g) Copying Permitted. Customer may copy the Software and Documentation as
necessary to install and run the quantity of copies licensed, but otherwise for
archival purposes Only,
h) License Restrictions. Without Vendor's prior written consent, Customer must not,
and must not allow any third party to: (i) use Software in an application services
provider, service bureau, or similar capacity for third parties; (il) disclose to any third
party the results of any benchmarking testing or comparative or competitive
analyses of Vendor's Products done by or on behalf of Customer; (Ill make available
Software in any form to anyone other than Customer's employees or contractors
reasonably acceptable to Vendar and which require access to use Software on behalf
of Customer in a matter permitted by this Contract, (ivj transfer or sublicense
Software or Documentation to any third party; (v) use Software In conflict with the
terms and restrictions of the Software's licensing model and other requirements
specified in the Product Notice and/or Vendor quote, (vi) except to the extent
Department of Information Aesowces Page 4 of 24 (DIR rev 0312018)
DIR Contract No. DIR-T50-4299
Vendor Contract No.
permitted by applicable mandatory law, modify, translate, enhance, or create
derivative warts from the Software, or reverse assemble or disassemble, reverse
engineer, decompile, or otherwise attempt to derive source code from the Software;
(vii) remove any copyright or other proprietary notices on or in any copies of
Software; or (viii) violate or circumvent any technological restrictions within the
Software or specified in this Contract, such as via software or services_
Software Releases. Software Releases shall be subject to the license terms
applicable to Software.
Records and Audit. Records and Audit shall be in accordance with DIR contract
number DIR-TS4-4299.
k} Termination of License. Termination of licenses shall be in accordance with DIR
contract number DI R-TS0-4299,
Ij Reserved Rights. Vendor reserves all rights not expressly granted to Customer and
does not transfer any ownership rights in any Software.
m} Other License Terms. If a particular Product or component is provided with its awn
license terms ("Separate License Terms"), typically in the form of a (i) "click -to -
accept" agreement included as part of the installation and/or download process, or
(4) "shrink-wrap" agreement included in the packaging for the Product, or (iii) notice
indicating that by installation and/or use thereof the related license terms apply,
then, in case of conflict with the terms of this Contract, such Separate License Terms
shall (a) prevail with regard to Products or components for which Vendor is not the
licensor; and (b) not prevail with regard to a Product or component for which Vendor
Is the licensor.
C, Service Agreement
Services provided under this Contract shall be in accordance with, Support Service and
Professional Services Agreement as set forth in Appendix Dor in a Statement of Work or other
services agreement of this Contract . No changes to the Service Agreement terms and
conditions may be made unless previously agreed to by Vendor and DIR.
D. Master Operating Lease Agreement
DIR and Vendor hereby agree that Vendor is authorized to utilize the Master Operating Lease
Agreement in Appendix E of this Contract for Lessees that are Texas State Agencies or
otherwise authorized to conduct lease transactions through DIR contracts.
E. Master Lease Agreement
DIR and Vendor hereby agree that Vendor is authorized to utilize the Master Lease Agreement
In Appendix F of this Contract for DIR authorized entities as Lessees that are not Texas State
Agencies or otherwise required by statute to utilize the Texas Public Finance Authority for
such leasing transactions. Texas State Agencies that have the requisite capital authority and
who are not required to utilize such authority via the Texas Public Finance Authority may or
may not be eligible to utilize the Master Lease Agreement; each such agency must conferwith
Its own counsel to make this determination.
F. Conflicting or Additional Terms
In the event of a conflict, any linked documents (other than and those referenced in software
license terms in Section 7) may not take precedence over the printed or referenced
BEPUFtnent of lrrfarmutlon RES001CPS Page 5 of 24 (DIR rev 0312018)
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
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 an or
after the initiaf date of Vendor's initial response shall apply to that purchase unless Vendor
directly informs Customer of the update before the purchase Is consummated.
Vendor shall not [without prior written agreement from CustQmer's authorized signatory,]
require any document that. 1) diminishes the rights, benefits, orprotections 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.
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.
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related
Services Contracts.
A. Appendix A, Section 3, Definitions, is hereby replaced in its entirety as follows:
A. Customer - any Texas state agency, unit 4f 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 Institutlon of higher
education, as defined by Section 61.003, Education Code, a volunteer fire department,
as defined by Section 152.001, Tax Code, and those state agencies purchasing from a DIR
contract through an Interagency Agreement, as authorized by Chapter 771, Texas
Government Code, any local government as authorized through the Interlocal
Cooperation Act, Chapter 792, Texas Government Code, and the state agencies and
political subdivisions of other states as authorized by Section 2054.0555, Texas
Government Code and, except for telecommunications services under Chapter 2170,
Texas Government Code, assistance organizations as defined in Section 2175-401, Texas
Government Code to mean:
1) A nonprofit 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;
Depnrdnent of lrrfarmnbon Pesowces Page 6 of 24 (DIR rev 03/21318)
DIR Contract No. DIR-T5O4299
Vendor Contract No.
5) 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;
Sj 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 - shail mean business days, Monday through Friday, except for State and Federal
holldays, 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 — means the party, either Vendor or a party that may be designated by
Vendor as a Reseller, who is authorized to quote and fulfill -a Purchase Order and receive
payment pursuant to the Contract.
G. Purchase Order - means 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). NelCher Vendor or Customer is or shall
be bound by a terms and conditions imprinted on or embedded in orders, order
acknowledgements or other communications between the parties relating to orders-
H. State — refers to the State of Texas.
1. Documentation means the then -current, generally available, written user manuals and
online help and guides provided by EMC for Products.
J. Products mean "Equipment" (which is the EMT` branded hardware delivered by EMC to
Customer) and/or "Software" (which is any programming code provided by EMC to
Customeras an EMC branded standard product, also including microcode, firmware and
operating system software).
K. Reseller means any third party approved by Vendor to sell to Customers under this
Contract. Vendor will flow the terms and conditions of this Contract to its Resellers
authorized under this Contract except, the pricing Reseller resales to Eligible Customers
will be established by the Reseller. Reseller will not resale products or services that
exceed the maximum price as set forth in Appendix C, Pricing Index, of this Contract.
B. Appendix A, Section 4. General Provision, E. Survival, is hereby replaced In its entirety as
follows:
All applicable software license agreements, warranties or service agreements that were
entered into between Vendor and a Customer under the terms and conditions of the
Contract prior to expiration or termination of the Contract shall survive the expiration
or termination of the Contract. All Purchase Orders, Statements of Work or Service
Agreements issued to and accepted by Vendor or order Fulfiller shall survive expiration or
termination of the Contract for the term of the Purchase Order, Statement of Work or
Departrnent of Information ResotircLs Page 7 of 24 (DIR rev 03171318)
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
service agreement unless the Customer terminates the Purchase Order, Statement of Work
or Service Agreement sooner. However, regardless of the _term of the Purchase order, no
Purchase Order shall survive the expiration or termination of the Contract for more than five
years, unless Customer Incudes a statement of its internal approval of such longer period on
the Purchase Order. Rights and obligations under this Contract which by their nature should
survive will apply to such Purchase Order that survives after expiration or termination of the
Contract, including, but not limited to the DIR Administrative Fee; and any and all payment
obligations that occurred prior to the termination or expiration hereof; obligations of
confidentiality; and, indemnification, will remain in effect after termination or expiration
hereof,
C. Appendix A, Section S. Intellectual Property Matters, A. Definitions, is hereby replaced in its
entirety as follows_
A. Definitions.
1] "Work Product" means any and all reports, analyses, scripts, code or other work results
which have been developed by Vendor for Customer within the framework of fulfilling
obligations by Vendor for Customer under a Statement of Work issued pursuant to this
Contract.
xj "Property Rights" rnean all patents, copyrights, trade secrets, methodologies, ideas,
concepts: inventions, know -haw, techniques or other intellectual property rights of a party.
3) "Statement of Work" means a document signed by Customer and Vendor describing a
specific set of activities and/or deliverables, Which may include Work Product and Property
Rights, that Vendor is to provide Customer, issued pursuant to the Contract.
4j"Third Party IP" means the Intellectua4 Property Rights of any third party that is not party
to this Contract, and that is not directly or indirectly providing any goods or services to
Customer under this Contract,
5) "Vendor IV' shall mean all tangible or Intangible items or things, Including the Property
Rights therein, created or developed by Vendor, (a) prior to providing any Services or Work
Product to Customer and prior to receiving any documents, materials, information or
funding from or on behalf of Customer relating to the Services or Work Product, or (b) after
the Effective [late of the Contract if such tangible or intangible items or things were
Independently developed by Vendor outside Vendor's provision of Professional Services or
Work Product for Customer hereunder and were not created, prepared, developed, invented
or conceived by any Customer personnel who then became personnel to Vendor or any
of its affiliates or subcontractors, where, although creation or reduction -to -practice is
completed while the person is affiliated with Vendor or its personnel, any portion of same
was created, invented or conceived by such person while affiliated with Customer. Vendor
shall not be limited in developing, using or marketing services or products which are similar
to the Work Product or Professional Services provided hereunder, or, subject to Vendor's
confidentiality obligations to Customer, in using the Work Pmduct or performing similar
Professional Services for any other project.
Department of lrrformatmn Aesowces Page 9 of 24 (DIR rev 0312018)
DIR Contract No. DIR-T50-4299
Vendor Contract No.
6) "Services" mean (i)services for the support and maintenance of Products ("Support
Services") asset forth in the Support Services and Professional Services Agreement, Appendix
❑ to this Contract; or (F) consulting, installation, implementation, or other services that are
not Support Services ("Professional Services") as set forth in the Support Services and
Professional Services Agreement, Appendix ❑ to this Agreement.
D. Appendix A Section 5. Intellectual Property Matters, B. (ownership through L. Vendor
Development right Is hereby replaced in its entirety as follows:
B. Property Rights:
1) Grant of Copyright Rights in Work.
Subject to Customer's payment of the applicable amounts due Vendor and to Vendor's
Proprietary Rights in any underlying intellectual property embodied therein or used by
Vendor to perform Professional Services, Customer shall own all copyright rights to the
portion of Work Product that consists solely of written reports, analyses and other working
papers prepared and delivered by Vendor to Customer in the performance of I:MC's
obligations under the SOW.
2) Grant of License Rights in Work Product.
For the portion a Work Product that consists of scripts and code, Vendor grants Customer a
non-exclusive, non -transferable, irrevocable (except in case of breach of the Contract or SOW)
perpetual right to use, copy and create derivative works from such (without the right to
sublicense) for Customer's internal business operations, as contemplated by the applicable
SOW_ The license granted in this section does not apply to (1) Customer furnished materials,
and (U) any other Products or items licensed, or otherwise provided, under a separate
agreement.
3) Customer Furnished Materials.
Customer does not relinquish any of its rights in materials it furnishes for use by Vendor in
connection with the performance of Professional Servfces. Pursuant to Customer's
Proprietary Rights therein, Customer grants EMC a non-exclusive, non -transferable right to
use such solely for the benefit of Customer in fulfillment of Vendor's obligations under the
SOW.
4) Reservation of Proprietary lights.
Each party reserves for itself all Proprietary Rights that it has not expressly granted to the
other. Vendor shall not be limited in developing, using or marketing services or products
which are similar to the Work Product or Professional Services provided hereunder, or,
subject to Vendor's confidentiality obligations to Customer, in using the Work Product or
performing similar Professional Services for any other projects.
Sy confidentiality.
All documents, information and materials forwarded to Vendor by Customer for use In and
preparation of the Work Product shall be deemed the confidential information of Customer,
and subject to the license granted by Customer to Vendor under subparagraph
Customer Furnished Materials, hereunder. Vendor shall not use, disclose, or permit any
❑epQrtrnent of krfarmntton RESOWE05 Page 9 of 24 (QIR rev 03/2618)
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
person to use or obtain the Work Product, or any portion thereof, in any manner without the
prior written approval of Customer.
6) Vendor License to Use.
Customer hereby grants to Vendor a non -transferable, non-exclusive, royalty -free, fully
paid -up license to use any Work Product solely as necessary to provide the Services to
Customer. Except as provided in this Section, neither Vendor nor any Subcontractor shall
have the right to use the Work Product in connection with the provision of services to its
other customers without the prior written consent of Customer, which consent may be
withheld in Customer's sole discretion.
E. Appendix A, Section 7. Contract Fulfillment and Promotion, A. Services, Sales and Support
of the Contract, is hereby replaced in its entirety as follows:
Vendor shall provide service, sales and support resources available under the Contract to
serve all Customers throughout the State. It is the responsibility of the Vendor to sell,
market, and promote products and services available under the Contract. Vendor shall use
its commercially reasonable efforts to ensure that potential Customers are made aware
of the existence of the Contract.
F. Appendix A, Section 7. Contract Fulfillment and Promotion, C. Product Warranty and Return
Policies, is hereby replaced in its entirety as follows:
Order Fulfiller will adhere to the Vendor's then -currently published policies concerning
product warranties and returns. Product warranty and return policies for Customers will
not be more restrictive or more costly than warranty and return policies for other similarly
situated Customers for like products.
Vendor's Warranty:
1. Product Warranty
A. Equipment and Software Media. Vendor warrants that (i)Equipment, and
Equipment upgrades installed into Equipment, when purchased from Vendor and
operated with normal usage and regular recommended service; and (ii) the physical
media, if any, on which software is provided by Vendor, shall be free from material
defects in materials and workmanship, and perform substantially in accordance with
Documentation provided for Equipment or the physical media until the expiration of
the warranty period. Unless otherwise noted on the Product Notice or Vendor quote,
the warranty coverage for the microcode, firmware or operating system software
that enables Equipment to perform as described in its Documentation shall be no less
than that which applies to such Equipment. To the extent specified in the Product
Notice, Support Services in the form of the Support Option noted on the Product
Notice are included free of charge during the Equipment warranty period. In some
cases, a Support Option upgrade during the Equipment warranty period may be
available by separate purchase.
B. Equipment and Software Media Warranty Duration. Unless otherwise stated on the
Vendor quote, the warranty period from Vendor for Products shall be as set forth at
Department of Information Resources Page 10 of 24 (DIR rev 03/2018)
❑IR Contract No. DIR-TSO-4299
Vendor Contract No.
the Product Notice. Equipment warranty commences upon Delivery. Equipment
upgrades are warranted in the same manner as the Equipment in which the upgrades
are installed from Delivery of the upgrade until the end of the warranty period for the
Equipment into which the upgrades are installed. The warranty for physical media for
Software provided by EMC, if any, is ninety (90) days and commences upon Delivery.
C. Equipment and Software Media Warranty Remedies. Vendor's entire liability and
Customer's exclusive remedies under the Equipment and physical media for Software
warranties described in this Section 5 shall be for Vendor, at its option, to remedy the
non-compliance or to replace the affected Product, and if Vendor is unable to effect
such within a reasonable time, then Vendor shall refund the amount paid by
Customer for the affected Product as depreciated on a straight line basis over a five
(5) year period, upon return of such Product to Vendor. All replaced Products or
portions thereof shall be returned to and become the property of Vendor. If such
replacement is not so returned, Customer shall pay Vendor's then current spare parts
price therefore_ Vendor shall have no liability hereunder after expiration of the
applicable warranty period.
D. Software Warranty, Duration and Remedy. Vendor warrants to Customer that the
Software will, for a period of ninety (90) days following Delivery or notice of
availability for electronic download ("Warranty Period"), substantially conform to the
applicable documentation, provided that the Software. (i ) has been properly installed
and used at all times in accordance with the applicable documentation; and (ii) has
not been modified or added to by persons other than Vendor or its authorized
representative. Vendor will, at its own expense and as Its sole obligation and
Customer's exclusive remedy for any breach of this warranty, either replace that
Software or correct any reproducible error in that Software reported to Vendor by
Customer in writing during the Warranty Period- If Vendor determines that it is unable
to correct the error or replace the Software, Vendor Will refund to Customer the
amount paid by Customer For that Software, in which case the license for that
Software will terminate.
E. Exclusions. Warranty does not cover problems that arise from (i) accident or neglect
by Customer or any third party, (R) any third party items or services with which the
Product is used or other causes beyond Vendor's control; (iii) installation, operation
or use not in accordance with Vendor's instructions or the applicable Documentation;
(iv) use in an environment, in a manner or for a purpose for which the Product was
not designed; (v) modification, alteration or repair by anyone other than Vendor or
its authorized representatives; or (vi) in case of Equipment only, causes not
attributable to normal wear and tear. Vendor has no obligation whatsoever for
Software installed or used beyond the licensed use, for Equipment which was moved
from the Installation Site without Vendor's consent or whose original identification
marks have been altered or removed.
F. Disclaimer of Warranty. OTHER THAN THE WARRANTIES SET FORTH IN THIS
CONTRACT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
VENDOR AN ITS SUPPLIERS MAKE NO OTHER EXPRESS WARRANTIES UNDER THIS
CONTRACT, AND DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND ANY
WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE Or DEALING OR
PERFORMANCE, OR USAGE OF TRADE. VENDOR AND ITS SUPPLIERS DO NOT
❑eportrnent of )nformotlon ResotircL5 Page 11 of 24 (QIR rev 0312018)
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR THAT IT WILL
BE FREE FROM DEFECTS OR THAT IT WILL MEET CUSTOMER'S REQUIREMENTS.
Support Services Warranty;
A. Support Services. Vendor shall perform the labor portion of Support Services in a
workmanlike manner in accordance with generally accepted industry standards.
Customer shall notify Vendor of any failure to so perform as soon as reasonably
passible, and in no event more than ten (10) days after the date on which such failure
first occurs. A replacement part receives the remainder of the warranty or Support
Services coverage applicable to the Product containing the replacement part.
R. Customer Remedies_ Customer's exclusive remedy and Vendors entire liability
under the foregoing warranties shall be for Vendor to, at its option, (i) use reasonable
efforts to (a) re -perform the deficient labor services within a reasonable time, or
(b) replace any replacement parts which become defective during the remainder of
the warranty or Support Services coverage applicable to the Product containing the
replacement part, or sixty (60) days after installation thereof, whichever occurs later;
and (ii) if, after reasonable efforts, Vendor is not able correct such deficiencies, then
Customer has the right to terminate for breach in accordance with Section 7 D below.
C. No Further Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH REGARD TO PRODUCTS,
SERVICES OR ANY OTHER ITEMS OR MATTERS ARISING HEREUNDER, VENDOR
(INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR
ORAL, AND DISCLAIMS ALL IMPLIED WARRANTIES. INSOFAR AS PERMITTED UNDER
APPLICABLE LAW, ALL OTHER WARRANTIES ARE SPECIFICALLY EXCLUDED,
INCLUDING, BUT NOT LIMITEDTO, THE IMPLIED WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND ANY
WARRANTY ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR
PERFORMANCE, OR USAGE OFTRADE.
3. Professional Services.
A. Professional Services. Vendor shall perform Professional Services in a workmanlike
manner in accordance with generally accepted industry standards. Customer must
notify Vendor of any failure to so perform within ten (10) days after the performance
of the applicable portion of Professional Services.
B. Customer Remedies. Vendor's entire liability and Customer's sole remedy for
Vendor's failure to so perform shall be For Vendor to, at its option, (i) correct such
failure; and/or (ii) terminate the applicable SOW and refund that portion of any fees
recelved that correspond to such failure to perform.
C. Na Further Warranties. EXCEPT AS EXPRESSLY STATED HEREIN, AND TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WITH REGARDTO PRODUCTS,
SERVICES OR ANY OTHER ITEMS OR MATTERS ARISING HEREUNDER, VENDOR
(INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR
ORAL, AND DISCLAIMS ALL IMPLIED WARRANTIES_ INSOFAR AS PERMITTED UNDER
APPLICABLE LAW, ALLOTHER WARRANTIES ARE SPECIFICALLY EXCLUDED, INCLUDING,
BUT NOT LIMITEDTO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND ANY WARRANTY
ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE,
OR USAGE DFTRADE_
Deportment of lnformotlon ResotjrCe5 Page 12 of 24 (QIR rev 03/2018)
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
F. Appendix A, Section 7. Contract Fulfillment and Promotion, H. Trade Show Participation, is
hereby replaced in its entirety as follows:
At DIR's discretion, Vendor maybe required to participate in no more than two DIRsponsored
trade shows each calendar year. Vendor understands and agrees that participation, at the
Vendor's expense, includes providing a manned booth display or similar presence. DIR will
provide four months advance notice of any required participation. Vendor must display the
DIR logo at all trade shows that potential Customers will attend. DIR reserves the right to
approve or disapprove of the location or the use of the DIR logo in or on the Vendor's booth.
G. Appendix A, Section 8. Pricing, Purchase Orders, Invoices, and Payments, C. Customer Price,
is hereby replaced in its entirety as follows:
The price to the Customer shall be calculated as follows
Customer Price = (MSRP or List Price — Customer Discount as set forth in Appendix C, Pricing
Index) x (1 + DIR Administrative Fee, as set forth in the Contract).
1) Customers purchasing products and services under this Contract may negotiate more
advantageous pricing or participate in special promotional offers. In such event, a copy of such
better offerings shall be furnished to DIR upon request.
2) During the term of this Contract, if pricing for products or non -custom services available
under this Contract are provided by Vendor at a lower price to an Eligible Texas Customer
(headquartered in the State of Texas) who is not purchasing those products or services under
this Contract, then the available Customer Price in this Contract shall be adjusted to that lower
price. This requirement applies to products or non -customized services actually charged by
Vendor for a quantity of one (1) under substantially similar terms and conditions, for
substantially similar configurations ordeliverables. This req uirement does not applyto volume
or special pricing purchases. This Contract shall be amended within ten (10) business days to
reflect the lower price.
H. Appendix A, Section 8. Pricing, Purchase Orders, Invoices, and Payments, G. Changes to
Prices, is hereby replaced in its entirety as follows:
Vendor or Order Fulfiller may change the price of any product or service at any time, based
upon changes to the MSRP, but discount levels shall remain consistent with the discount
levels specified in this Contract. Price decreases shall take effect automatically during the
term of this Contract and shall be passed onto the Customer immediately at the time of
submission of a purchase order, but shall not be retroactive to products for which a purchase
order has been received, or for services currently being rendered under a prior purchase
order.
I. Appendix A, Section 8. Pricing, Purchase Orders, Invoices, and Payments, K. Acceptance is
amended by adding the following:
K. Acceptance.
All Products will be deemed to be delivered and accepted, meaning that Product operates in
Department of Information Resources Page 13 of 24 (DIR rev 03/2018)
❑IR Contract No. DIR-TSO-4299
Vendor Contract No.
substantial conformity to the Product's Documentation upon (1) Delivery of the Equipment or
physical media; or (F) transmission of a notice of availability for download (accomplished by
the license key when required by EMC). Notwithstanding such acceptance, Customer retains
all rights and remedies set forth in the Section entitled "Product Warranty".
Appendix A, Section 9. Contract Administration, C. Records and Audit, is hereby replaced in
its entirety as follows:
1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as
acceptance of the authority of the State Auditor's Office, or any successor agency or designee,
to conduct an audit or investigation in connection with those Funds. Vendor further agrees to
cooperate fully with the State Auditor's Office or its successor or designee in the conduct of
the audit or investigation, including providing all records requested. Vendor will ensure that
this clause concerning the authority to audit funds received indirectly by subcontractors
through Vendor or directly by order Fulfillers and the requirement to cooperate is included
In any subcontract or Order Fulfiller contract it awards pertafning to the Contract. Linder the
direction of the Legislative Audit Committee, a Vendor that is the subject of an audit or
investigation by the State Auditor's Office must provide the State Auditor's Office with access
to any information the State Auditor's Office considers relevant to the investigation or audit,
2) Vendor and Order Fulfillers shall maintain adequate records relevant to the performance
of the Contract to establish compliance with the Contract until the later of a period of four (4)
years after termination of the Contract or until full, final and unappealable resolution of all
Compliance Check or litigation issues that arise under the Contract. Such records shall include
per transaction: the Order Fulfiller's company name if applicable, Customer name, invoice
date, invoice number, description, part number, manufacturer, quantity, MSRP or list price,
unit price, extended price, Customer Purchase Order number, contact name, Customer's
complete billing address, the calculations supporting each administrative fee owed DIP
under the Contract, Historically Llnderutil!zed Businesses Subcontracting reports, and such
other documentation as DIR may request.
3) Vendor and/or Order Fulfillers shall grant access to all paper and electronic records,
books, documents, accounting procedures, practices, customer records including but not
limited to contracts, agreements, purchase orders and statements of work, and any other
Items relevant to the performance of the Contract to the DIR Internal Audit department or
DIR Contract Management staff, Including the compliance checks designated by the DIR
Internal Audit department, DIRContract Management staff, the State Auditor's Office, and of
the United States, and such other persons or entities designated by DIR for the purposes of
Inspecting, Compliance Checking and/or copying such books and records. Vendor and/or
Order Fulfillers shall provide copies and printouts requested by DIR without charge. DIRshail
provide Vendor and/or order Fulfillers ten (10) business days' notice prior to inspecting,
Compliance Checking, and/or copying Vendor's and/or Order Fulfiller's records. Vendor's
and/or Order Fulfillers records, whether paper or electronic, shall he made available during
regular office hours. Vendor and/or ❑rder Fulfiller personnel familiar with the Vendor's
and/or Order Fulfiller's books and records shall be available to the DIR Internal Audit
department, or DIR Contract Management staff and designees as needed. Vendor and/or
Order Fulfiller shall provide adequate office space to DIR staff during the performance of
Compliance Check. if Vendor is found to be responsible for inaccurate reports, DIR may
Departrnent of Information Aesowres Page 14 of 24 (DIR rev 03121318)
❑IR Contract No. DIR-TSO-4299
Vendor Contract No.
Invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30)
calendar days of receipt.
4) For procuring State Agencles whose payments are processed by the Texas Comptroller of
Public Accounts, the volume of payments made to Order Fulfillers through the Texas
Comptroller of Public Accounts and the administrative fee based thereon shall be presumed
correct unless Vendor can demonstrare to DIR's satisfaction that Vendor's calculation of DI R`s
administrative fee is correct
K, Appendix A, Section 10. Vendor Responsibilities, A. Indemnification, 2) Acts or Omissions,
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, ASSIGNEES, AND/OR
DESIGNEES FROM ANY AND ALL THIRD PARTY CLAIMS FOR LIABILITY, ACTIONS, CLAIMS,
DEMANDS, OR SUITS, AND ALL RELATEDCOSTS, ATTORN EY 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 resulting in
bodily injury (Including death) or damage to tangible property and to the extent caused by
Vendor or its Order Fulfillers, Agents, Resellers or subcontractors. VENDOR'S OBLIGATIONS TO
INDEMNIFY AND HOLD HARMLESS WILL BE LIMITED TO CLAIMS CAUSED SOLELY BY VENDOR
NEGLIGENCE. VENDOR SHALL PAY ALL COSTS OF DEFENSE INCLUDING REASONABLE
ATTORNEYS FEES AWARDED BY A COURT OF FINAL DETERMINATION. THE DEFENSE SHALL BE
COORDINATEO BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL FORTEXAS STATE
AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT OR BY CUSTOMER'S LEGAL COUNSEL
FOR NON -STATE AGENCY CUSTOMERS. VENDOR MAY NOT AGREE TO ANY SETTLEMENT AS
TO CLAIMS AGAINST STATE AGENCIES WITHOUT FIRST OBTAINING THE
CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL VENDOR AND THE
CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH
CLAIM.
L. Appendix A, Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements, is
hereby replaced in its entirety as follows:
3) INFRINGEMENTS
a) Vendor shall indemnify the State of Texas and Customers, AND/OR THEIR EMPLOYEES,
AGENTS, REPRESENTATIVES, CONTRACTORS,ASSIGNEES, AND/OR ❑ESIGNEES ("Indemnified
Party"), from any and all third- party claims involving infringement of United States
patents, copyrights, trade and service marks, and any other intellectual or intangible
property rights in connection with the performance of Services or the provision of Vendor -
branded Products by Vendor pursuant to this contract by paying (i) the resulting costs and
damages finallyawarded against Indemnified Party bya court of competentjurisdiction to the
extent that such are the result of the third partyclaims, or (if) the amountsstated in a Written
settlement negotiated and approved by Vendor. "Vendor -Branded Products" shall mean
hardware products (including all EMC standard components and parts contained within the
beparhnenrof lnformabon Aesowees Page 15 of 24 (DIR rev 0312018)
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
EMC system), components, or parts bearing the Vendor's logo that are included on Vendor's
standard price list.
Vendor and Customer agrees to furnish timely written notice to each other of any such
claim. The defense shall be coordinated by the Office of the Attorney General for Texas State
Agency Customers, Vendor's Counsel for Vendor, and by Customer's legal counsel for non -
state agency customers and Vendor may not agree to any settlement as to claims against
Texas State agencies without first obtaining concurrence from the Office of the Attorney
General. In addition, without any additional payment of liability by Vendor, the foregoing IP
obligations shall extend to third party claims involving infringement of United States
patents, copyrights, trade and service marks, and any other intellectual or intangible
property rights in connection with Vendor's sale of third party equipment and license of
third party software under this Contract, if and to the extent the applicable third party
equipment manufacturer or third party software licensor is contractually obligated to
Vendor to provide indemnification for such claims and such indemnification by its own terms
can be extended to Indemnified Party.
b) Notwithstanding the foregoing, Vendor shall have no obligation under this Section
10 . A . 3 for any claim to the extent that it results or arises from (1) Customer's
modifications of such products, services or deliverables that were not performed by or on
behalf of Vendor; (2) the combination, operation or use of such product, service or
deliverable in connection with a third -party product or service (the combination of which
causes the infringement); or (3) Vendor's compliance with Customer's written specifications
(to the extent such specifications were not developed by Vendor) or directions, including the
incorporation of any software or other materials or process provided by or requested by
Customer. In the event Vendor has no obligation for a claim as set forth above, Vendor
agrees to provide such assistance (e.g., producing documents and its employees as
witnesses) as is reasonably requested by the Attorney General in connection with the
Attorney General's defense of such claim.
c) If Vendor becomes aware of an actual or potential claim, or Customer provides Vendor
with notice of an actual or potential claim, Vendor may (or in the case of an injunction
against Customer, shall), at Vendor's sole option and expense: (i) procure for the Customer
the right to continue to use the affected portion of the product or service, or (ii) modify
or replace the affected portion of the product or service with functionally equivalent or
superior product or service so that Customer's use is non- infringing, or (iii) provide a
refund that reflects reasonable depreciation for time of use, and for services/custom
software. (iii) applies only if the remedies described in subparts (i) and (ii) are not
obtainable despite Vendor's commercially reasonable efforts. This subsection states
Customer's exclusive remedies for any third -party intellectual property claim.
Notwithstanding the foregoing, if Vendor provides the remedy described in subpart (iii) and
the affected Customer incurs transition expenses relating to the replacement in such
Customer's IT environment of the affected portion of Dell Vendor -Branded Products or
services, such Customer may tender to Vendor a claim for such actual and reasonable
transition expenses in an amount up to the difference between (y) the original purchase
price for the affected portion of the product or service being removed and (z) the
Department of Information Resources Page 16 of 24 (DIR rev 03/2018)
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
refund provided to such Customer pursuant to subpart (iii), above, and Vendor will pay
such claim.
M. Appendix A, Section 10. Vendor Responsibilities, A. Indemnification, 4) Property Damage, is
hereby replaced in its entirety as follows:
4) PROPERTY DAMAGE
IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY REAL AND TANGIBLE
PROPERTY OF CUSTOMER OR THE STATE DUE TO THE SOLE NEGLIGENCE, MISCONDUCT,
WRONGFUL ACT OR OMISSION ON THE PART OF THE VENDOR, ITS EMPLOYEES, AGENTS,
REPRESENTATIVES, OR SUBCONTRACTORS, THE VENDOR SHALL; 1) FOR LOSS, DAMAGE OR
DESTRUCTION OF EMC PRODUCT, EMC WILL REPAIR OR REPLACE THE EMC PRODUCT OR
PROVIDETHE REFUND EACH AS SPECIFIED IN THE TERMS AND CONDITIONS OFTHE APPLICABLE
WARRANTY OR SUPPORT SERVICE TERMS, OR 2) FOR PRODUCTS OTHER THAN AN EMC
PRODUCT, AND AFTER VEN DO.R'S INVESTIGATION AND SU MMARY OF PROPOSED.REMEDY, PAY
THE FULLCOSTOF EITHER REPAIR, RECONSTRUCTION, OR REPLACEMENT OF THE PROPERTY,
AT THE CUSTOMER'S ELECTION, TAKING INTO CONSIDERATION THE VENDOR'S
RECOMMENDATION. IF SUCH LOSS DAMAGE OR DESTRUCTION IS CAUSEDSOLELY BY VENDOR,
ITS EMPLOYEES, AGENTS, REPRESENTATIVES OR SUBCONTRACTORS NEGLIGENCE. FOR LOSS,
DAMAGE OR DISTRUCTION NOT CAUSED SOLELY BY VENDOR, ITS EMPLOYEES, AGENTS,
REPRESENTATIVES OR SUBCONTRACTORS SOLE NEGLEGENCE VENDOR WILL PAY THAT
PORTION OF THE COST OF EITHER REPAIR, RECONSTRUCTION OR REPLACEMENT OF THE
PROPERTYTO THE DEGREE RESPONSIBLE. SUCH COST SHALL BE DETERMINED BY AND SHALL
BE DUE AND PAYABLE BY THE VENDOR NINETY (90) CALENDAR DAYS AFTER THE DATE OF
THE VENDORS RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE.
N. Appendix A, Section 10. Vendor Responsibilities, B. Taxes/Worker's
Compensation/UNEMPLOYMENT INSURANCE, is hereby replaced in its entirety as follows:
1) VENDOR AGREES AND ACKNOWLEDGES THAT DURING THE EXISTENCE OF THIS
CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FOR THE LIABILITY AND PAYMENT
OF VENDOR'S AND VENDOR'S EMPLOYEES' TAXES OF WHATEVER KIND, ARISING OUT OF
THE PERFORMANCES IN THIS CONTRACT. VENDOR AGREES TO COMPLY WITH ALL STATE
AND FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLUDING LAWS REGARDING
WAGES, TAXES, INSURANCE, AND WORKERS' COMPENSATION. THE CUSTOMER AND/OR THE
STATE SHALL NOT BE LIABLE TO THE VENDOR, -ITS EMPLOYEES, AGENTS, OR OTHERS FOR
THE PAYMENT OF TAXES OR THE PROVISION OF UNEMPLOYMENT INSURANCE AND/OR
WORKERS' COMPENSATION OR ANY BENEFIT AVAILABLE TO A STATE EMPLOYEE OR
EMPLOYEE OF ANOTHER GOVERNMENTAL ENTITY CUSTOMER AS A RESULT OF ITS
PERFORMANCE UNDERTHIS CONTRACT.
2) VENDOR AGREES TO INDEMNIFY AND HOLD HARMLESS CUSTOMERS, THE STATE OF
TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, -AND/OR
ASSIGNEES FROM ANYANDALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL
RELATED COSTS, ATTORNEYS' FEES, AND EXPENSES, RELATING TO EMPLOYEE TAX LIABILITY,
UNEMPLOYMENT INSURANCE AND/OR WORKERS' COMPENSATION IN ITS PERFORMANCE
UNDER THIS CONTRACT. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE
Department of Information Resources Page 17 of 24 (DIR rev 03/2018)
❑IR Contract No. €]IR-TSO-4299
Vendor Contract No.
INCLUDING ATTORNEYS' FEES FOR CLAIMS MADE BY VENDOR VENDOR'S EMPLOYEES,
VENDOR'S SUBCONTRACTORS IN ITS PERFORMANCE UNDER THIS CONTRACT. THE DEFENSE
SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN
TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSU IT AN D VE N DO R OR FOR WITH
CUSTOMER'S LEGAL COUNSEL FOR NON -STATE AGENCIES. VENDOR MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE
ATTORNEYGENERALOR NON -STATE COUNSEL IF SUCH SETTLEMENT REQUIRESTHE STATE OR
STATE AGENCY TO MAKE ANY PAYMENT. VENDOR AND THE CUSTOMER AGREE TO FURNISH
TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
L.
O. Appendix A, Section 10. Vendor Responsibilities, I. Security of Premises, Equipment, data
and Personnel, is hereby replaced in its entirety as follows:
a) Vendor and/or Order Fulfiller may, from time to time during the performance of the
Contract, have access to the personnel, premises, equipment, and other tangible
property, belonging to the Customer. Vendor shall use commercially reasonable efforts to
preserve the safety, security, and the integrityef the premises, equipment, and other tangible
property of the Customer, in accordance with the instruction of the Customer provided to
Vendor or the applicable Order Fulfiller by the Customer in writing or in the manner that
Customer generally provides such instructions to Its own employees and other contractors.
Vendor and/or Order Fulfiller shall be responsible for damage to Customer's equipment,
premises, and other tangible property when and to the degree such damage is caused by its
employees or subcontractors. If a Vendor and/or Order Fulfiller materially fails to comply
with Customers security requirements, then Customer may terminate its Purchase order
and related Service Agreement in accordance with Section 11.B. Termination of the Contract,
b) In addition, Vendor and/or Order Fulfiller may, during performance of the Contract, have
access to Customer's data ("Data") that is hosted either at Customers or a third party's
premises (other than premises of Vendor`s Affiliates or subcontractors) (collectively,
"Customer Premises") or at Vendor's premises or the premises of Vendor's Affiliates or
subcontractors (collectively, "Vendor Premises"). i) As to Data hosted at any Customer
Premises, Vendorshall comply with Customer's Instructions related to preserving the safety,
security and Integrity of such Data provided to Vendor or the applicable Order Fulfiller by the
Customer in writing or In the manner that Customer generally provides such instructions to
Its own employees and other contractors. ii) As to Data hosted at any Vendor Premises,
Vendor will comply with its generally applicable security standards designed to preserve the
safety, security and integrity of such Data, as well as any additional security obligations
expressly agreed in the applicable Statement of Work executed by Customer and Vendor, III)
Notwithstanding anything to the contrary in this Contract, including this Section 10.1, except
as otherwise expressly provided in a Statement of Work executed by Customer and Vendor.
(A) Customer is responsible for backing up its own Data, tB) Vendor and Order Fulfiller shall
not have operational or financial responsibility for refreshes, upgrades, modifications or
Improvements to Customer -provided facilities, equipment or software that may be required
to preserve the safety, security and integrity of such Data, and (C) if Vendor or Order Fulfiller's
compliance With Customer's instructions constitutes a material change to the scope of
Services or their other obligations, the parties will equitably adjust the charges to account for
such material change. Vendor and Order Fulfiller shall not be responsible, or liable for any
damages, for any Data losses to the extent such Data cannot be retrieved due to Customer's
❑epartrnent of Information ResotjrrL5 Page 19 of 24 (QIR rev 03121318)
DIR Contract No. DIR-T50-4299
Vendor Contract No.
(or Customer's applicable Third -Party Vendor's) failure to use standard industry practices
relating to data backups and retrieval of Data.
P. Appendix A, Section 10. Vendor Responsibilities, J. Background and/or Criminal History
Investigation, is hereby replaced in its entirety as follows:
Prior to commencement of any services, background and/or criminal history investigation
of the Vendor and/or Order Fulfiller's employees and subcontractors who will be providing
services to the Customer under the Contract may be performed by the Customer (as
required by Customer), provided the Customergives priornoticeofsuch investigation. Should
any employee or subcontractor of the Vendor and/or Order Fulfiller who will be providing
services to the Customer under the Contract not be acceptable to the Customer as a result of
the background and/or criminal history check, then Customer may immediately require
replacement of the Vendor or Order Fulfiller employee or subcontractor in
question. if Vendor fails to replace the employee or subcontractor personnel as
soon as practicable, then Customer may terminate its Purchase Order and related
Service Agreement in accordance with the applicable termination sectlons of this Contract.
Q. Appendix A, Section 10. Vendor Responsibilities, K. Limitation of Liability, is hereby replaced
In its entirety as follows:
For any claims or cause of action arising under or related to the Contrast: 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 indirect, punitive, special, or consequential damages, even If it is advised of
the possibility of such damages; and ii) Vendor's cumulative liability for all claims and
damages of any kind to the Customer under the Contract shall be limited in the aggregate,
to $5,QD0,000. The foregoing limitations shall apply regardless of whether the claim for such
damages is based in contract, warranty, strict liability, negligence, tort or otherwise. insofar
as applicable law prohibits any limitation herein, the parties agree that such limitation will
be automatically modified, but only to the extent so as to make the limitation permitted to
the fullest extent possible under such law. However, this limitation of Vendor's liability shall
not apply to Vendor's indemnification obligations for claims of patent, trademark, OF
copyright infringement of Vendor -branded products or Vendor provided services and
deliverables as set forth in Section 10.A.3 ("Infringements").
R. Appendix A, Section 10. Vendor Responsibilities, M. Prohibited Conduct, is hereby replaced
In its entirety as follows:
Vendor certifies that, to the best of its knowledge as of the date of this certification, neither
Vendor nor any Reseller Order Fulfiller, subcontractor has: (1) violated the antitrust laws of
the State of Texas under Texas Business & Commerce Code, Chapter 15, or the federal
antitrust laws; or (2) communicated its response to the Request for Offer directly or indirectly
to any competitor or any other person engaged in such line of business during the
procurement for the Contract
S. Appendix A, Section 10. Vendor Responsibilities, N. Required Insurance Coverage, is hereby
replaced in its entirety as follows:
Department of Irrfarmatfan RESDWCP5 page 19 of 24 (DIR rev 0317018)
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage
within 5 business days of execution of the Contract if the Vendor is awarded services which
require that Vendor's employees perform work aL any Customer premises and/or use
employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a
Customer to provide services a Customer premises, the Vendor shall, at its own expense,
secure and maintain the insurance coverage specified herein, and shall provide proof of
such insurance coverage to the related Customer within five (5) business days following
the execution of the Purchase Order. Vendormay not begin performance under the Contract
and/or a Purchase Order until such proof of insurance coverage is provided to, and
approved by, DIR and the Customer. All required insurance must be issued by companies
that have an A rating and a Financial Size Category Class of VII From A.M. Best and are
licensed in the State of Texas and authorized to provide the corresponding coverage. The
Customer and DIR will be named as Additional Insureds on Commercial General Liability and
Business Auto Liability policies_ Required coverage must remain in effect through the term of
the Contract and each Purchase Order issued to Vendor there under. The minilrum
acceptable insurance provisions are as follows:
1) Commercial General Liability
Commercial General Liability must include $1,000,000 per occurrence for Bodily injury
and Property Damage, with a separate aggregate limit of $2,000,000; Medical Expense
per person of $5,000; Personal Injury and Advertising Uability of $1,000,000;
Prod utts/Cornpleted Dperatinns Aggregate Lirnit of $2,000,000; and Damage to Premises
Re nted. $50,000. Agencies may requireadd ltionalUirlbrella/Excess Uabliityinsurance. The
policy shall contain the following provisions:
a] Blanket contractual liability coverage for liability assumed under the Contract;
b) Independent Contractor coverage;
e) State of Texas, IDlRand Customer listed as an additional insured; and
d) WaiverofSubrogation
2) Workers' Compensation Insurance
WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE
MUST INCLUDE LIMITS CONSISTENT WITH STATUTORY BENEFITS OUTLINED IN THE
TEXAS WORKERS' COMPENSATION ACT (ART. 8308-1.01 ET SEQ. TEX. REV. CIV. STAT)
AND MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,400 BODILY
INJURY PER ACCIDENT, $1,000,000 BODILY INJURY DISEASE PER EMPLOYEE AND
$1,000,000 PER DISEASE POLICY LIMIT.
3) Business Automobile Liability Insurance
Business Automobile Liability Insurance must cover all owned, non -owned and hired
vehicles with a minimum combined single limit of $500,000 per occurrence for bodily
injury and property damage. The policy shall contain the following endorsements in
favor of DIR and/or Customer:
a) Waiver of Subrogation; and
b) Additional Insured.
Deportment of Information Resources Page 20 of 24 (DIR rev 03J2018)
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
T. Appendix A, Section 10. Vendor Responsibilities, S. Secure Erasure of Hard Disk Products
and/or Services, is hereby replaced in its entirety as follows:
Vendor agrees that all products that are equipped with hard disk drives (i.e. computers,
servers etc.) shall have the capability to securely erase data written to the hard drive prior
to final disposition of such products and/or services. Erasure services are available at
additional cost.
U. Appendix A, Section 10. Vendor Responsibilities, T. Deceptive Trade Practices; Unfair
Business Practices, is hereby replaced in its entirety as follows:
1) Vendor certifies as of the Effective Date of this Contract, that neither Vendor nor any of
its Subcontractors has been (i) found liable in any administrative hearing, litigation or other
proceeding of Deceptive Trade Practices violations as defined under Chapter 17, Texas
Business & Commerce Code, or (ii) has outstanding allegations of any Deceptive Trade
Practice pending in any administrative hearing, litigation or other proceeding.
2) Vendor certifies, as of the Effective Date of this Contract, that it has no officers who have
served as officers of other entities who (i) have been found liable in any administrative
hearing, litigation or other proceeding of Deceptive Trade Practices violations or (ii) have
outstanding allegations of any Deceptive Trade Practice pending in any administrative
hearing, litigation or other proceeding.
V. Appendix A, Section 10. Vendor Responsibilities, U. Drug Free Workplace Policy, is hereby
replaced in its entirety as follows:
Vendor will comply with drug and alcohol rules and regulations that are legally mandated for
employers in the State of Texas. Vendor and Customers may agree to more specific
requirements for onsite services in a mutually agreed statement of work.
W. Appendix A, Section 11. Contract Enforcement, B. Termination, 1) Termination for Non -
Appropriation, a). Termination for Non -Appropriation by Customer is hereby replaced in its
entirety as follows:
"Customer will endeavor to ensure appropriated funds have been appropriated prior to
placing orders. In the event of non -appropriation, Vendor and/or Order Fulfiller will be
provided ten (10) calendar days written notice of intent to terminate. Notwithstanding the
foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or
services, they are obligated to pay for the product or services or they may return the product
and discontinue using services under any return provisions that Vendor offers. In the event of
such termination, the Customer will not be considered to be in default or breach under this
Contract, nor shall it be liable for any further payments ordinarily due under this Contract,
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 21 of 24 (DIR rev 03/2018)
DIR Contract No. DIR-TSO-4299
Vendor Contract No.
X. Appendix A, Section 11. Contract Enforcement, B. Termination, 3) Termination for
Convenience, is hereby replaced in its entirety as follows:
DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30)
calendar days written notice. A Customer may terminate a Purchase Order by giving the other
party thirty (30) calendar days written notice. Customer will be responsible for all payments
for products and services delivered prior to termination and for any agreed to costs associated
with termination of a services as agreed to in a lease agreement, Statement of Work or other
service agreement.
Y. Appendix A, Section 11. Contract Enforcement, C. Force Majeure, is hereby replaced in its
entirety as follows:
DIR, Customer, or Order Fulfiller may be excused from performance under the Contract for
any period when performance is prevented as the result of an act of God, strike, war, civil
disturbance, epidemic, or court order, provided that the party experiencing the event of
Force Majeure has prudently and promptly acted to take any and all steps that are within the
party's control to ensure performance and to shorten the duration of the event of Force
Majeure. The party suffering an event of Force Majeure shall provide notice of the event to
the other parties when commercially reasonable. Subject to this provision, such non-
performance shall not be deemed a default or a ground for termination. However, a
Customer may terminate a Purchase Order if 1) its performance is or will be delayed by 20
days or more by event(s) of Force Majeure ( or a longer period if agreed to by the Customer)
and 2) if it is reasonably determined by the Customer that Order Fulfiller will not be able
to deliver services in a timely manner to meet the business needs of the Customer
Z. Appendix A, Section 14. Trade Compliance, is hereby added as follows
The parties agree to comply with US Export and Import laws
All content, Services and the technology included therein (collectively the "Materials")
provided under this Contract are subject to governmental restrictions on exports and imports
including without limitation (i) exports from the U.S and the European Union as well as re-
export from third countries in the form received; (ii) exports from other countries in which
the Materials may be produced or located; (iii) disclosures of technology to non-U,S persons;
(iv) exports from other countries of the same or products derivative of Materials; and (v) the
importation and/or use the Materials outside of the U.S. or other countries (collectively,
"Trade Laws"). Customer must comply with all Trade Laws. Diversion contrary to U.S. law or
other Trade Laws is expressly prohibited. In addition, Customer shall not send or deliver to
EMC any data controlled by the International Traffic in Arms ("ITAR"), and shall not request
Materials or Service from EMC where an ITAR license is required in order for EMC to provide
such Materials or Service, unless the EMC Global Trade Compliance Group Office has signed
a specific agreement consenting to provide ITAR controlled Materials or Service Customer.
Customer represents and warrants that it is not (a) listed on any of the lists of restricted
parties found at http://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-
concern,, (b) located in any country subject to embargo by the U.S. (identified as an E:1
country in Supplement 1 to Part 740 of the United States Export Administration Regulations
Department of Information Resources Page 22 of 24 (DIR rev 03/2018)
DIR Contract No. DIR-ISO-4Z99
Vendor Contract No.
("EAR"), as shown here and updated from time to rime: http:I/www.ecfr.gcvlcgi-binitext-
ldx?51l�=7f51b38428b0514514eea4b4fdc8b40e&node=15:2.1.3.4.25.0.1.2I.28&ran-diva: or
(c) engaged in the proliferation of weapons of mass destruction (i.e., mwlear, chemical or
biological weapons or missiles). Customer wlll not participate or ask. EMC to participate in any
illegal boycott.
AA. Appendix A, Section 15. EMC Select or Brokerage Products, shall be added at a later date,
IReinainder of Page Intentionally Left 8lankj
Depor[ment of krformabon Rego l77res Page 23 of 24 (QIR rev 03/21318)
DIR Contract No. DIR-TSO-4294
Vendor Contract No.
This Contract is executed to be effective as of the date of last signature.
EMC Corporation, dba System Peripherals, Inc.
Authorized By:_ Signature on fi I e
Name: Rita Roles
Title: 5f- Contracts Manager
Date: 12/ 10/2018
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Sipnatum on file
Name; Hershel Becker
Title. Chief Procurement Officer
Date. 12/17/2019
Office of General Counsel- DB 12/14/2019
❑epariinen[ of krformatran Pesowees Page 24 of 24 {DIR rev 0312018]
EXHIBIT D
Texas Department of Information Resources DIR-TSO-4299
Pricing Index
Appendix C, Pricing Index
DIR-TSD-4299
EMC, Corp.
Product
Category
Product Category Description
QIR Customer
Discount % off MSRP
A
Hardware - Enterprise (Sym,Celerra)
44.00%
B
Hardware - Mid -Tier (CLARNON, Centera, NAS)
33.00%
C
Connectrix Hardware and Software
34.00%
CL-E
VMAX CE
10,001Y.
D1
Software - Enterprise Platform
23A0%
D2
Software - Mid -Tier Platform
33.DQ%
D3
Software - Muiti-platform Open
23.001Y.
DO-1
Data Domain Flesh Enabled HW 5W & Malntenance
20.OG%
DE
Entry Software (BR S: Data Domain)
32,00%
DH
High -End Software BRS= Data Domain, Avamar, Disk Ubrar , Networkeri
29.00%
DM
Midrange Software (8RS: Data Domain, Avamar, Atmos, Disk Library)
M00%
E
EMC SW & HW, Switches
23.00%
EN-H
Hardware-VMAX10f{/20K/40K
23.00%
EN-5
Software - VMAX 10K/26K/40K
23.00%
ES-1
VMAx3 HW & SW, HW & 5W
33.00%
E5-AF
VMAX All Flash Array
18.00%
ES -Pi
Powermax
18.00%
1:1
5erooa s
10.00%
F2
Custom Residency Services, EMC Select Services
10.00%
1
Training/ Education Services
10,00%
IS
Isilon HW/SW/Maintenance
26.00%
IS2
Isilon 2 HW/SW Maintenance
26.00%
1
Server Flash, A)(/NX, insignia, ScalelO, OSS❑
20.00%
PE
Entry Systems (BRS: Data Domain)
32.00%
PH
High -End Systems (BRS: Data Domain, Disk Library)
29.66%
PM
Midrange Systems (BRS: Data Llama in, Avamar, Atmos, Disk L(brary)
29,00%
UE
Unified Entry - Level ❑fferin s
324CY5
UM
VNX Hardware/Software/Maintenance
M00%
1JM-1
Unity Hardware/Software
10.0Q%
UM+1
Uriity All Flash Hardware/Software
10.00%
UM-H
Hardware - UnlfiedMid-Tier -VNX
29.00%
UM-S
Software - Unlfed Mid -Tier - VNX
29.Q0%
V
Vipr
19.00 %
VPLEX
VPLEX HW, SW, and Mainrenance
38,00%
X2
xtreml❑ 2
2S.00%
l T
xtremlO
25,00%
MNT
All Malntenance
5.00%
I
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 02/14/23 M&C FILE NUMBER: M&C 23-0061
LOG NAME: 041NFRASTRUCTURE MULTI -COOP
SUBJECT
(ALL) Authorize Non -Exclusive Purchase Agreements for Information Technology Infrastructure, with Netsync Network Solutions, Inc., Presidio
Networked Solutions Group, LLC, ePlus Technology, Inc., and World Wide Technology LLC using Multiple State of Texas Department of Information
Resources, OMNIA Partners and The Interlocal Purchasing System Cooperative Contracts With a Combined Annual Amount Up to
$11,200,000.00, and Four One -Year Renewal Options with State of Texas Department of Information Resources and OMNIA Partners in the
Amount of $10,000,000.00 for the First Renewal and $6,200,000.00 for the Remainder Renewals for the Information Technology
Solutions Department
RECOMMENDATION:
It is recommended that City Council to authorize non-exclusive purchase agreements for Information Technology Infrastructure with Netsync
Network Solutions, Inc., Presidio Networked Solutions Group, LLC, ePlus Technology, Inc. and World Wide Technology LLC using Multiple State of
Texas Department of Information Resources, OMNIA Partners and The Interlocal Purchasing System Cooperative Contract with a combined annual
amount up to $11,200,000.00, and four one-year renewal options with Texas Department of Information Resources and OMNIA Partners in the
amount of $10,000,000.00 for the first renewal and $6,200,000.00 for the remainder renewals for the Information Technology Solutions
Department.
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
F RFO
JPublished
Responses
Due
Presidio, Netsync
DIR-TSO-
�4167
7/3/2023
12/20/2017
2/5/2018
and WWT
Presidio, Netsync
R-TSO-
063
1/10/2024
9/12/2016
10/13/2016
and WWT
Presidio, Netsync
DIR-TSO-
12/17/2023
3/20/2018
5/4/2018
and WWT
14299
WWT and ePlus
DIR-TSO-
�4160
10/2/2024
1/12/2018
2/26/2018
Presidio and ePlus
R-TSO-
02/21/2025
88
2/26/2018
4/9/2018
DIR-CPO-
��4444
1/23/2025
3/15/2019
4/25/2019
Netsync and ePlus
��200105
TIPS
5/31/2023
1/9/2020
2/21/2020
AOMNIA
5/31 /2026
12/1 /2020
1 /19/2021
R210407
On September 28, 2021, City Council approved Mayor & Council communication (M&C) 21-0753 authorizing similar agreements for information
technology infrastructure purchases. Due to several larger projects, Infrastructure refresh, Future City Hall, planned American Rescue Plan
Act spend, and ongoing City growth, additional spending authority is being requested. To avoid any confusion, approval of this M&C will eliminate
prior spending authority and contracts authorized under Mayor and Council Communication P-12248, 19-0123, 19-0270, 20-0650 and 21-0753.
Approval of this M&C will allow a total of $11,200,000.00 in expenditures for the initial year, $10,000,000.00 for the first renewal
and $6,200,000.00 for the remainder renewals for projects such as safety and security, new building projects, building upgrades, building
renovations and building expansion projects. These agreements and spending authority will be made available to Radio Services, Desktop,
Hardware and Security divisions to purchase hardware and software for City departments as requested.
On May 24, 2022 Mayor and Council Communication (M&C) 22-0366 and 22-0367 were approved to allocate American Rescue Plan Act (ARPA)
Subtitle M (Coronavirus State and Local Fiscal Recovery Funds) to the Information Technology Solutions (ITS) Department providing up to
$3,675,000.00 and $3,595,000.00 in support of infrastructure, data protection initiatives, information security and cyber security. The Information
Technology Solutions Department (ITS) will use these agreements to purchase equipment and services to support the City's information technology
infrastructure based on initiatives identified in (M&C) 22-0366 and 22-0367.
ITS Department will ensure that each vendor is given equal opportunity to earn a minimum of 10% of the business. No specific contract amount is
guaranteed.
PRICE ANALYSIS - The Texas Department of Information Resources Contracts (DIR), OMNIA Partners (OMNIA) and The Interlocal Purchasing
System Cooperative Contracts offer discounted pricing. Staff has reviewed the pricing and determined it to be fair and reasonable.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a cooperative purchasing agreement
satisfies any state law requiring that the local government seek competitive bids for the purchase of items. DIR, OMNIA and TIPS Contracts are
competitively bid to increase and simplify the purchasing power of government entities.
M/WBE - An MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed
by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been
appropriated.
SUCCESSOR LANGUAGE: The City will initially use these contracts to make purchases authorized by this M&C. The Cooperative Contracts are
set to expire on various dates. If the contracts are extended, this M&C authorizes the City to purchase similar equipment and supplies under the
extended contract. If the contracts are not extended, but DIR, OMNIA and/or TIPS executes new cooperative contracts with substantially similar
terms, this M&C authorizes the City to purchase the same equipment and supplies under the new contracts. If this occurs, in no event will the City
continue to purchase goods and services under the new agreements past 2027 without seeking Council approval.
AGREEMENT TERM: Upon City Council's approval, these agreements will be executed and continue for a term of 12 months in accordance with
approval date of this request. The agreements will renew on an annual basis thereafter. The renewals do not require specific City Council approval
as long as sufficient funds have been appropriated.
RENEWAL TERMS - The Texas Department of Information Resources Contracts (DIR) Agreement may be renewed annually for four (4) one-year
terms for the same annual amount. The Interlocal Purchasing System Cooperative Contracts may be renewed for one-year for the same annual
amount. The OMNIA Partners may be renewed for three (3) one-year terms the the same annual amount. The renewals do not require specific City
Council approval as long as sufficient funds have been appropriated.
FISCAL INFORMATION / CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital and operating budgets, as previously appropriated, in the ITS
Capital Projects Funds for the Technology Infrastructure -IT and the General Fund to support the approval of the above recommendation and
exection of the purchase agreements. Prior to any expenditure being incurred, the Information Technology Services Department has the
responsibility to validate the availability of funds.
Submitted for City Manager's Office by. Valerie Washington 6192
Originating Business Unit Head: Kevin Gunn 2015
Additional Information Contact: Kevin Gunn 2015