HomeMy WebLinkAboutContract 59343FORT WORTH CSC No. 59343
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CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Presidio
Networked Solutions Group, 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 DIR
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
his Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
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Valerie Washington (May 7, 202317:15 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: May 7, 2023
APPROVAL RECOMMENDED:
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Name: Kevin Gunn
Title: Director, IT Solutions Department
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Name: Jannette Goodall
Title: City Secretary
SELLER:
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.
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Bobby Lee (May 4, 202314:39 CDT)
Name: Bobby Lee_
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0061
Approved: 02/14/2023
Form 1295: 2022-963568
Presidio Networked Solutions Group, LLC I ATTEST:
By. Erik Hayko (May 3, 202317:02 CDT) By.
Name: Erik Hayko Name:
Title: Senior Contracts Manager Title:
Date: 5/3/2023
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 parry 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 thirty (30) 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 immediately notify Vendor
of such occurrence in writing 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 and
all pre -approved expenses incurred by Vendor in its performance of such services 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. In addition,
City shall pay Vendor for all Products ordered by Vendor prior to the termination effective date.
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 a party to pay attorneys' fees for any action contemplated or taken, or penalties or
liquidated damages in any amount, each party 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. For any claims or cause of action arising under
or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State,
none of the parties shall be liable to the other for punitive, special, or consequential damages,
even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of
any kind to the City shall be limited to the total amount paid to Vendor under the Contract during
the twelve months immediately preceding the accrual of the claim or cause of action. However,
this limitation of Vendor's liability shall not apply to claims of bodily injury; violation of
intellectual property rights including but not limited to patent, trademark, or copyright
infringement; indemnification requirements under this Contract; and violation of State or Federal
law including but not limited to disclosures of confidential information and any penalty of any
kind lawfully assessed as a result of such violation.
8. IP Indemnification. Reserved.
9. 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.
10. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient
for purposes of the Agreement only.
11. 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.
12. 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 in writing. 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.
13. 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.
14. 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.
15. 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.
16. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270
of the Texas Government Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it: (1) does
not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel"
and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written
verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the
term of the Agreement.
17. 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 such documents, papers and records
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.
18. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, §
2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
19. 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.
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This Network Access Agreement ("Agreement") is made and entered into by and between the City
of Fort Worth ("City"), a home rule municipal corporation with its principal location at 200 Texas Street,
Fort Worth, Texas 76102, organized under the laws of the State of Texas and Presidio Networked Solutions
Group, LLC a Delaware limited liability company, with its principal location at 7701 Las Colinas Ridge,
#600, Irving, TX 75063, ("Vendor").
1. The Network, The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide infrastructure
support. In order to provide the necessary support, Vendor needs access to internet and intranet.
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing infrastructure support. Such access is granted subject to the terms
and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation
D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby
incorporated by reference and made a part of this Agreement for all purposes herein and are available upon
request.
3. Network Credentials, The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If
this access is being granted for purposes of completing services for the City pursuant to a separate contract,
then, this Agreement will expire at the completion of the contracted services, or upon termination of the
contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year
from the date of this Agreement ("Expiration Date").
❑ Services are being provided in accordance with City Secretary Contract No.
("Contract")
❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No.
("PSK #")
® Services are being provided in accordance with the Agreement to which this Access Agreement is
attached. ("Contract")
❑ Services are being provided without a City Secretary Contract at no cost to the City
❑ No services are being provided pursuant to this Agreement
4. Renewal, This Agreement shall renew in accordance with the term of the Contract or PSK
#. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion,
at the end of the Expiration Date and each renewal term thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Vendor officers, agents, servants, employees or representatives
may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives
its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City may
terminate this Agreement at any time and for any reason with or without notice, and without penalty to the
City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Vendor, its officers,
agents, servants, employees and/or representatives to access the City's Network.
7. Information Security, Vendor agrees to make everyreasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a
breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Vendor -owned equipment that contains City -provided access software, termination or
resignation of officers, agents, servants, employees or representatives with access to City -provided Network
credentials, and unauthorized use or sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND
RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON
ACCOUNT OF ANY BREACH OF THIS NETWORK ACCESS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT
VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF
ACCESS TO VENDOR 'S DATA ON ACCOUNT OF ANY BREACH OF THIS NETWORK
ACCESSAGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY.
IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING
DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT
OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES IN VENDOR'S
PERFORMANCE UNDER THIS NETWORK ACCESS AGREEMENT. VENDOR, AT VENDOR
'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM
AND AGAINST ANY THIRD -PARTY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO
THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S)
OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR
EMPLOYEES IN VENDOR'S PERFORMANCE UNDER THIS NETWORK ACCESS
AGREEMENT.
9. Confidential Information Vendor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. Vendor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall
notify the City immediately if the security or integrity of any City information has been compromised or is
believed to have been compromised.
10. Right to Audit. Vendor agrees that the City shall, during the initial term, any renewal
terms, and until the expiration of three (3) years after termination or expiration of this contract, have access
to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of the Vendor involving transactions relating to this Agreement.
Vendor agrees that the City shall have access during normal working hours to such documents, paper and
records, and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of
intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision
to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms,
and until expiration of three (3) years after termination or expiration of the subcontract, have access to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of such subcontractor involving transactions related to the
subcontract, and further that City shall have access during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intended audits.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This
Agreement and any other documents incorporated herein by reference constitute the entire understanding
and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access
to and use of the City's Network.
12. Amendments. The terms of this Agreement shall not be waived, altered, modified,
supplemented, or amended in any manner except by written instrument signed by an authorized
representative of both the City and Vendor.
13. Assignment. Vendor may not assign or in any way transfer any of its interest in this
Agreement. Notwithstanding the foregoing, City agrees that Vendor may assign this Agreement without
such approval to an affiliate or in connection with a merger, acquisition, consolidation, corporate
reorganization, sale of a substantial block of its stock, or the sale of all or substantially all of its assets. Any
attempted assignment or transfer of all or any part hereof shall be null and void.
14. SeverabiliLl.. If any provision of this Agreement is held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be
affected or impaired.
15. Force Majeure. Each party shall exercise its best efforts to meet its respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions
by any governmental authority, transportation problems and/or any other similar causes.
16. Governing Law / Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of
this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas, Fort Worth Division.
17. Signature Authority. By affixing a signature below, the person signing this Agreement
hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions
in this agreement and to execute this Agreement on behalf of the respective party, and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The
other party is fully entitled to rely on this warranty and representation in entering into this Agreement.
[Signature Page Follows]
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City:
By:
Name
Title:
Date:
Valerie Washington (May 7, 202317:15 CDT)
Valerie Washington
Assistant City Manager
May 7, 2023
Vendor: Presidio Networked Solutions
Group, LLC
,$;4l.Z-
By: Erik Hayko(May 3, 202317:02 CDT)
Name: Erik Hayko
Title: Senior Contracts Manager
Date: 5/3/2023
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
By:
Name: TaylorParis
Title: Assistant City Attorney
Contract Authorization:
M&C: 23-0061
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.
Bv: Bobby (�202314:39 CDT)
Name: Bobby Lee
Title: Sr. IT Solutions Manager
City Secretary:
By:
Name: Jannette Goodall
Title: City Secretary
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 httD://www.ethics.state.tx.us/forms/CIO.DdE
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 CIQ
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
OFACELISEONLY
This questionnaire is being filed in accordance with Chapter 176, Local Govern mid Code,
Dato Roceivod
bya vendorvtnohasabuenessrelatonEhipasdefined bySecton176.001(1-a)with alocal
govErn menttentty and the vendor medsrequremertsunder Secton 176.00ga).
Bylawthis questiomailemust be fiedwiththerecords adninistratotofthe local govE-nmetal
entitynotlater thanthe7th businessday after thedate the vendor becomes aware of facts
that require the statemattobefiled See Secton176.006(a1),LocalGovernmerhCode.
A vendor commtis an offense if the vendor knowingly violates Section 176.006, Local
Govermnent Code An offenseunde, this section is a misdemeanor.
W Name of vendor who has a busnessrelationshpwith local govffnmekEd entity.
LJ
(The law requ it es that you file an updated completed questionnaire with the appropriate filing authority not
laterthan the 7th businessday after the date on which you became aware that the originally filed questionnaire was
incomplete or inaccurate.)
J Name of local govErnmehofficerabod whom the Information In thissection Isbeing disclosed.
Name of Officer
This section (item 3 including subparts A, B, C, & D) must be completed for each officer with whom the vendor has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional
pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment
income, from the vendor?
DYes
No
B. Is the vendor receiving or likely to receive taxable income, otherthan investment income, from orat the direction of the local
government officer named in this section AND the taxable income is not received from the local governmental entity?
D Yes 1:1No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership interest of one percent or more?
0 Yes 1:1No
D. Describe each employment or business and family relationship with the local government officer named in this sectic
A
Signature of vendor doing business with the governmental entity Date
Adop ted 8nt 20 t 5
EXHIBIT C
TEXAS DEPARTMENT OF INFORMATION RESOURCES
DIR-TSO-4299
Contract Number
DIR-TSO-4299
Certifications/Qualifications: a Rate
Vendor Information
EMC Corporation, dba
System Peripherals, Inc.
Vendor ID:1042680009900
HUB Type: Non HUB (1)
RFO: DIR-TSO-TMP-422
Contract Status: Active
Contract Overview
VENDOR CONTACT:
Ka t he rine Dunay 8"
Phone: (512) 720-3222
Vendor We bsite 8"
Contract Term Date: 12/17/23 (1)
Contract Expiration Date: 12/17/23 (1)
D IR CONTACT:
Tiffa nay Waller (?
Phon (51 475-4962
EMC. Corp. offers Data Storage, Data Commun icat io n & Networking Eq uipme nt and Related Se rvices t hrough t his
contract. This co ntrac t offers EMC products and rela ted se rvices. Contrac is may be used by sta to and local government,
public education, othe r pub lic e ntit ies in Texas, as well as public entities o uts ide the state. Resellers are avail a ble on
this contract. DIR has exe rcised the a utomat is renewal optio n for this Contract. This re newa 1 extends the contract
through 12/17/2023.
DIR Contract No. DIR-TSO-4299
Vendor Contract
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
EMC Corporation, dba System Peripherals, Inc.
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 78701, and EM C Corporation,
dba System Peripherals, Inc. (hereinafter "Vendor"), with its principal place of business at 176
South Street, Hopkinton, Massachusetts 01748.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR
issued a solicitation on the Comptroller of Public Accounts' Ele ctroni c State Business Daily, Request
for Offer (RFO) DIR-TSO-TMP-422, on March 20, 2018, for Data Stora ge, Data Communications &
Networking Equipment and Related Services . Upon execution of this Contract, a notice of award
for RFO DIR-TSO-TMP-422 shall be posted by DIR on the Electronic State Business Daily.
C. Order of Precedence
For purchase transacti ons under this Contract , the order of precedence shall be as follows: this
Contract; Appendi x A, Standar d Term s and Conditions For Products and Related Services Contracts;
Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing
Index; Appendix D, Support Servi ce and Professional Servi ce Agreement; Appendix E, Master
Operating Lease Agreement; App a ndix F, Master Lease Agre ement; Exhibit 1, Vendor's Response to
RFO DIR-TSO-TMP-422, including all addenda; and Exhibit 2, RFO DIR-TSO- TMP-4 22, inclu din g
all addenda; are incorporated by reference and constit ute the ent it a agreement between DIR and
Vendor governing purchase transactions. For Lease transactions under this Contrac t the order of
precedence shall be as follows: this Con tract ; Appendix E, Master Oper ating Lease Agreement;
Appendix F, Ma ster Lease Agreement, as app licable depending on the type of lease; Appendix A,
Standard Term s and Condi ti ons For Products and Related Services Contra cts; Appendi x B,
Vendor's Historically Underutilized Businesses Subcontract ing Plan; Appendix C, Pricing Index;
Appendix D. Suppo rt Service and Professional Services Agreement; Exhibit 1, Vendor's Response to
RFO DIR-TSO-TMP-422, including all addenda; and Exhib it 2, RFO DIR-TSO-TMP-422, includin gall
addenda; are incorpo rated by referenc a and const itut a the ent it a agreement between DIR and
Vendor governing lease transactions. In the event of a conflict between the documents listed in this
paragraph related to purchases, th a con tr ollin g document sha II be this Contract, then Appendix A,
th en Appendix B, then Appendix C, then Appendix D, then Appendix E, then Appendix F, then Exhib
it 1, and finally Exhibit 2. In the event of a conflict between the documents listed in this paragraph
related to lease transactions , the contro Ilin g
Department oflnformation Resowes Page 1 of 24 (DIR rev 03/ 2018)
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Vendor Contract
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 Vend or, 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 modificati on 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. Products
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 LB 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 LB above.
B. Services
Services available under this Contract are limited to Data Storage, Data Communications &
Networking related services as specified in Appendix C, Pricing Index. Vendor may incorporate
changes to their service offering; however, any changes must be within the scope of services
awarded based on the posting described in Section LB above.
4. Pricing
Pricingto the DIR Customershall 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
Admini strat ive Fee.
5. DIR Administrative Fee
A) The administrative fee to be paid by the Vendor to DIR based on the doll ar value of all sales to
Customers pursuant to this Contract is three quarters of one percent (.75%). Payment will be
calculated for all sales, net of returns and credits. For example, the administrative fee for sales
totaling $100,000 shall be $750.00.
B) All prices quoted to Custom e rs shall includ a the administrative fee. DIR reserves the right to
change thi s fee upwards or downwards during the term of this Co ntr act, up on written notice to
Vendor without further requir emen t for a formal contract amendment. Any change in th e
administrative fee shall be incorporated in the pri ce to the Custom er.
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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 Ih St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-1647
Facsimile: (512) 475-4759
Email: kellv.oarker (aid ir.t exas.ao v
If sent to the Vendor:
Tiffany Pabst
EMC Corporation, dba System Peripherals, Inc.
3017 Douglas Blvd., Ste 300
Roseville, CA 95661
Phone: 774-350-8224
Ema it: of fanv.nabst OdelLcom
Software License, Service and Leasing Agreements
A. Software License Agreement
1) Customers acquiring software licenses under the Contract shall hold , use and operate
such software subject to compliance with the Software License Terms below andthe End User
License Agreement (EULA). 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 Sof tware 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 Custom er or the resp ons ibilities or liabilitie s of Vendor. Order Fulfiller
shall make the Software Licen se Agreement Terms available to all Customers at all times.
2) 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
purcha ses software licenses for its own use under this Contra ct, it shall be responsible for it s
comp li ance with the Software Licen se Term or shrink / click wrap license agreement, as
applicable.
3) Shrink /C lick -wrap License Agreement
It is the Custo m ee s re sponsibi Iity to rea d the Shrink/ Cli ck-wrap License Agreement and deter
min a if the Custom er accepts th a license to rms as amended by this Con tra ct. If th a Custom
er do es not agree with the license ter ms, Custom er shall be resp o nsibl a for neg o ti atin
g with the resell er to obta in additi ona I chan ges in the Shrink/ Click-wr ap License Agreement
language from the software publisher.
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B. Software License Terms:
Definitions:
a) "Documentation" means the then -current, generally available, written user
manuals and online help and guides provided byEMC 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 atthe
applicable EMC website at the time of the EMC quote , currently located at
d) "Software Release" means any subsequent version of Software provided by EMC
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 obje ct code only, and will comm ence on either
delivery of the physical media or the date Customer is notified of availability for
electronic download. Use of Soft ware may require Customer to complete Vendor's
then current product registration process, if any, to obt ain and input an auth
orizati on key or license file.
f) Licensing Models. Software is licensed for use only in accordance with the commercial
term s and restrictions of the Software's relevant licensing model, which are stated in the
Pro du ct Notice and/or Vendor quote. For example , the licensin g model may provide
that Software is licensed for use solely (i) for a certain number of licensing units ; (ii)
on or in connection with a certain piece equipment, CPU, network or of her hardware
environment; and/or (iii) for a specified amount of stora ge capacity. Microcode,
firmware or operating system software needed by the Equipment with which it is shi pped
to perform its basic functi ons, is licensed for use so lely o n such Equipm ent.
g) Copying Permitted. Customer may copy the Software and Documentation as necessary
to inst all and run the quantity of copies licensed, but otherwise for archival purp oses
only.
h) License Restrictions. Without Vendor's pri or written consent, Customer must not, and
must not allow any third party to: (i) use So ft ware in an application services pro
vider, service bureau, or simil ar capacit y for third par tie s; (ii) disclose to any third party
the results of any benchmarkin g t estin g or comparative or compe titiv a analyses
of Vendor's Prod uct s done by or on behalf of Custom er; (iii) make available Soft war e
in any fo rm to anyone of her than Custo mer' s emp to yees or contr actors reasonably
acceptable to Vendor and whi ch require access to use Software on behalf of Custom
er in a mat ter permitt ed by th is Contra ct; (iv) transf er or sublicense Softwar a or
Documentation to any th ird party; (v) use Soft ware in co nfli ct with the terms and re
strictions of the Software's licensin g model and other requirements specified in th
e Product Notice and/or Vendor quote; (vi) except to the extent
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DIR Contract No. DIR-TSO-4299
Vendor Contract No.
permitted by applicable mandatory law, modify, translate, enhance, or create
derivative works 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.
i) Software Releases. Software Releases shall be subject to the license terms
applicable to Software.
j) Records and Audit. Records and Audit shall be in accordance with DIR contract
number DIR-TSO-4299.
k) Termination of License. Termination of licenses shall be in accordance with DIR
contract number DIR-TSO-4299.
1) 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 own
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
(ii) "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,
incase 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 LeaseAgreement
DIR and Vendor hereby agree that Vendor is authorized to utilize the Master Operating Lease
Agreement in Appendix E of this Contrac t for Lessees that are Texas State Agencies or
otherwise authorized to conduct lease tr ansactions through DIR contracts.
E. Master Lease Agreement
DlRand 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 stat ute to utilize the Texas Public Finance Authority for
such leasing transaction s. Texas State Agencies that have the requisite capital authority and
who are not required to utilize such auth ority via the Texas Public Finance Auth ority may or
may not be eligible to utilize the Master Lease Agreement; each such agency must confer with
its own counsel to make this determination.
Conflicting or Additional Terms
In th a eve nt of a conflict, any linked documents (oth er than and those referenced in softw are
license terms in Section 7) may not take precedence over the printed or referenced
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Vendor Contract
documents compr1s1ng this contract; provided further that any update to such linked
documents shall onlyapplyto purchases or leases of the associated Vendor product or service
offering after the effective date of the update; and, provided further, that, if Vendor has
responded to a solicitation or request for pricing, no update of such linked documents on or
after the initial date of Vendor 's initial response shall apply to that purchase unless Vendor
directly informs Customer of the update before the purchase is consummated.
Vendor shall not [without prior written agreement from Customer's authorized signatory,]
require any document that: 1) diminishes the rights, benefits, or protections of the Customer,
or that alters the definitions, measurement, 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 anyauthorized 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 of local government, institution of higher
education as defined in Section 2054.003, Texas Government Code, the Electric
Reliability Council of Texas, the Lower Colorado River Authority, a private school, as
defined by Section 5.001, Education Code, a private or independent institution of higher
education, as defined by Section 61.003, Education Code, a volunteer fire department, as
defined by Section 152.001, Tax Code_ and those state agencies purchasing from a DIR
contract through an Interagency Agreement, as authorized by Chapter 771, Texas
Government Code, any local government as authorized thro ugh the Interlocal
Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and
political subdivisions of other states as authorized by Section 2054.0565 , Texas Govern
men Code and, except for telecomm unic ations services under Chapter 2170, Texas
Government Code, assistan ce organizations as defined in Section 2175.001, Texas
Government Code to mean:
1) A non-profit organization that provides educational, health or human services or
assistance to homeless individuals;
2) A nonprofit food bank that solicits, warehouses, and redi stributes edible but
unmarketable food to an agency that feeds needy families and individuals;
3) Texas Partner s of the Americas, a registe red agency with the Advisory Com
mitt ee on Voluntary Foreign Aid, with the approval of th a 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 pro vide
services to that agency's clients;
5) A local workforce development board created under Secti on 2308.253;
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DIR Contract No. DIR-TSO-4299
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6) A nonprofit organization approved by the Supreme Court of Texas that
provides free legal services for low-income households in civil matters;
7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated
by the commissioner of agriculture as the foundation's successor entity under
Section 74.1011, Texas Agriculture Code;
8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes
used computer equipment to public school students and theirfamilies; 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 theirdesignees.
C. Contract -the document executed between DIR and Vendor into which this Appendix A
is incorporated.
D. CPA- refers to the Texas Comptroller of Public Accounts.
E. Day - shall mean business days, Monday through Friday, except for State and Federal
holidays, unless otherwise specified as calendar days. If the Contract calls for
performance on a day that is not a business day, then performance is intended to occur
on the next business day.
F. Order Fulfiller - 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). Neither 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.
I. 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 EMC branded hardware delivered by EMC to
Customer) and/or "Software" (which is any programming code provided by EMC to
Customer as 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 Customer s 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 establi shed 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 pri
o r to expir at i o n o r ter min ati o n of t he Co n t rac t shall surviv a th e e xpir ati on or termination
of the Contract. All Purchase Orders, Statements of Work or Servi ce Agreement s issued to
and accept ed by Vendor or Order Fulfil ler shall surviv a expirati on or termin ati on of the Contr
act for the term of the Pur chase Order , St atement of Work or
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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 5. 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 otherwork 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.
2) "Property Rights" mean all patents, copyrights, trade secrets, methodologies, ideas,
concepts: inventions, know-how, 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.
4) "Third Party IP" means the Intellectual Property Rights of any third partythat is not a party
to this Contract, and that is not directly or indirectly providing any goods or services to
Customer under this Contract.
5) "Vendor IP" 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, material s, information or funding
from or on behalf of Customer relating to the Services or Work Product , or (b) after the
Effective Date of the Contract if such tangible or intangible items or things were independently
developed by Vendor outside Vendor's provision of Professional Ser A ces 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 it s affi liate s
or subcontractors, where, althou gh creat ion or reduction -to -practice is completed while the
perso n is affiliated with Vendor or its per sonnel, any portion of same was created, invented
or conceived by such person while affiliated with Custom er. Vendor shall not be limited in
developing, using or marketin g services or products which are similar to the Work Product or
Professional Ser vices provided hereunder, or, subject to Vendor 's confidentiality ob ligati
ons to Custom er, in usin g the Work Product or performing similar Profe ssional Sery ice s
for any otherproject.
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s) "Services" mean (i) services for the support and maintenance of Products ("Support
Services") asset forth in the Support Services and Professional Services Agreement, Appendix
D to this Contract; or (ii) 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 D to this Agreement.
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 EMC's obligations under
the SOW.
2) Grant of License Rights in Work Product.
For the portion of Work Product that consists of scripts and code, Vendor grants Customer a
non-exclusive,non-transferable, irrevocable (except in caseof breachof the Contractor SOW)
perpetual right to use, copy and create derivative works from such (without the right to subli
cense)for Customer's internal busine ss operations, as contemplated by the applicable SOW.
The license granted in this section does not apply to (i) Customer furnished materials, and (ii)
any other Products or items licensed, or otherwise provided, under a separate agreement.
3) Customer Furnished Materials.
Customer does not relinquish any of its right s in materials it furnishes for use by Vendor in
connection with the performance of Professional Services. Pursuant to Customer's
Proprietary Rights therein, Customer grants EMC a non-exclusive, non -transferable right to
use such so lely for the benefit of Customer in fulfillment of Vendor 's obligations under the
SOW.
4) Reservation of Proprietary Rights.
Each party reser ves for itself all Proprietary Rights that it has not expressly granted to the other.
Vend or shall not be limit ed in developing, using or marketing services or products which are
similar to the Work Product or Professional Servi ces provided hereunder, or, subject to Vend
or' s confid enti ality ob ligation s to Custo mer, in using th a Work Product or performing similar
Professional Services for any otherprojects.
S) Confidentiality.
All document s, information and materials forwarded to Vendor by Custo mer for use in and
preparation of the Work Product shall be deemed the confidential inform ation of Customer,
and subject to the license granted by Customer to Vendor under subpar agraph 5.3.13.5,
Customer Furnished Materials, hereunder. Vendor shall not use, disclose, or permit any
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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 responsibil it y 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 asfollows:
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 restri ctive or more costly than warranty and return policies for other similarly
situated Customer s for like products.
Vendor's Warranty:
1. Product Warranty
A. Equipment and Software Media. Vendor warrants that (i) Equipment , and Equipmen
t upgrades installed into Equipment, when purchased fr om Vendor and operated with
normal usage and regular recomm ended service; and (ii) the physical media, if any, on
which software is provided by Vendor, shall be free from material defects in materials and
workm anship, and perform substantially in accordance with Documentation provided for
Equipment or the physical media until the expirat ion of the warranty period. Unless
otherwise noted on the Product Notice or Vendor quote, the warran ty coverage for the
microcode, firmware or operatin g system soft war a that enables Equipm ent to perform
as described in it s Documentation shall be no less than that which applie s to such
Equipment. To the extent specified in the Product Not ice, Supp ort Servi ces in the
form of the Supp o rt Opt io n n o t ed o n th a Product Not ice are included free of charge
during the Equipm ent w arran ty period. In some cases, a Supp o rt Option upgrade durin
g the Equipment warranty period may be available by separate purchase.
B. Equipment and Software Media Warranty Duration. Unlessot her wi se stated on th e
Vendor quot e, th a warranty period from Vendor for Products shall be as set forth at
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th 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 endof the warranty period for the
Equipment into which the upgrades are installed. The warranty for physical media for
Software provided by EM C, 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 6 shall be for Vendor, at its option, to remedy the
non-compliance or to replace the aff ected 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 afive
(S) 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 ret urned , 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 thattheSoftware : (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 per sons o ther than Vendor or its authori zed 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 Soft war a or correct any
reproducible error in that Software reported to Vendor by Customer in writing
duringthe Warranty Period. If Vendor determines that it isunable 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 licen se 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; (ii) any third party items or services with which the
Product is used or other causes beyond Vendor's control; (iii) installation, operation
orusenot in accordance with Vendor's instructionsorthe applicable Documentation;
(iv) use in an environment, in a manner or for a purp ose 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 at tr
ibutab le to normal wear and tear. Vendor has no obligation what soe ver for Software
installed or used beyond the licensed use, for Equipment which was moved from the
Installati on 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 AND ITS SUPPLIERS MAKE NO OTHER EXPRESS WARRANTIES UNDER THIS
CONTRACT, AND DISCLAIM ALL IM PLIED WARRANTI ES OF M ERCHAN TABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON -INFRINGEMENT, AND ANY
WARRAN TY ARISING BY STATUTE, OPERATIO N OF LAW, COURSEOF DEALING OR
PERFORM ANCE, O R USAGE OF TRADE. VEN DOR AND ITS SUPPLIERS DO NOT
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WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR THAT IT WILL
BE FREE FROM DEFECTS OR THAT IT WILL MEET CUSTOMER'S REQUIREMENTS.
2. 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
possible, 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.
B. Customer Remedies. Customer's exclusive remedy and Vendor's 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, INCLU
DING, BUT NOT LIMITED TO, THE IMPLIEDWARRANTIESOF M ERCHA NTABILITY,
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 workman like
manner in accordance with generally accepted indu stry standard s. 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 sha II be for Vendor to, at its option, (i) correct such
failure; and/or (ii) terminate the appli cable SOW and refund that portion of any fees
received that correspond to such failure to perform.
C. No Further Warrant ies. EXCEPT AS EXPRESSLY STATED HEREI N, AND TO THE
MAXIMUM EXT EN T PERMITTED BY APPLICABLE LAW, WITH REGARD TO PRODUCTS,
SERVICES OR ANY OTHER ITEM S OR MATTERS ARISING HEREUNDER, VENDOR
(INCLUDIN G ITS SUPPLIERS) MAKES NO OTHER EXPRESS WARRANTIES, WRITTEN OR
ORAL, AND DISCLAIMS ALL IM PLIED WARRANTIES. INSOFAR AS PERMITTED UNDER
APPLICABLE LAW, ALL OTHER WARRANT I ESARE SPECIFICALLY EXCLUDED, INCLUDING,
BUT NOT LIMITED TO, THE IM PLIED WARRANTIES OF M ERCHANTABILITY, FITNESS FOR
A PARTCULAR PURPOSE, TITLE AND NON-INFRINGEM ENT, AND ANY WARRANTY
ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING OR PERFORMANCE,
OR USAGE OF TRADE.
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F. Appendix A, Section 7. Contract Fulfillment and Promotion, H. Trade Show Participation, is
hereby replaced in its entir ety as follows:
At DIR's discretion, Vendor may be required to participate in no more than two DIR sponsored
trade shows each calendar year. Vendor understands and agrees that participation, at the
Vendor's expense, includes pro viding a manned booth display or similar presence. DIR will
provide four months advance notice of any required parti cipatio n. 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 fo rth in Appendix C, Pricing
Index) x (1 + DIR Administrative Fee, as set forth in theContract).
1)Customers purchasing products and services under this Contract may negotiate more
advantageous pricingor participate in special promotional offers. In such event,a copyof such
better offerings shall be furnished to DIR upon request.
2) During the term of this Contra ct, if pricing for products or no n-custom servi ces available
under thi s Contra ct are provided by Vend or at a lower price to an Eli g ible Te xas Cust omer
(headquartered in the State of Texas) who is not purchasing tho se product s or services under
this Contra ct, then the available Customer Price in this Contra ct shall be adju sted to that lower
price. This requirement applies to pro ducts or non-customiz ed services actually charged by
Vendor for a quantity of one (1) under substa n tiall y similar ter ms and conditi ons, for sub
stantially similar configurations or deliverable s. This requi rement does not applyto volume or sp
ecial pricing purchases. This Cont ract shall be amended within ten (10) business day s to reflect
th a lower price.
H. Appendix A, Section 8. Pricing, Purchase Orders, Invoices, and Payments, G. Changes to
Prices, is hereby replaced in its enti rety as fo Ilows:
Vendor or Order Fulfill er may change th a price of any produ ct or service at any time , based upo
n changes t o the M SRP, but di sco unt levels shall remain consistent with th a discou nt levels
specified in thi s Contra ct. Price decreases shall take eff ect aut om ati cally du ring the term of
this Contra ct and shall be passed ont o the Cust ome r imm ed iately at th a ti me of sub mi ssion
of a purchase order , b ut sh all not be ret roactiv a to pro du cts fo r whi ch a purchase order has
been received, or for ser vices current ly be ing ren dered under a prio r purchase ord er.
I. Append ix A, Section 8. Pricing, Purchase Orders, Invoices, and Payments, K. Acceptance is
amended by adding the following:
K. Accep tance.
All Prod ucts will bedeemed to be deliv ered and accept ed, meanin g th at Produ ct operates in
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substantial conformity to the Product's Documentation upon (i) Delivery of the Equipment or
physical media; or (ii) 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".
J. Appendix A, Section 9. Contract Administration, C. Records and Audit, is hereby replaced in
its entirety as follows:
1) Acceptan ce of funds under the Contract by Vendor and/or Order Fulfiller acts as
acceptance of the authority of the State Auditor's Office, oranysuccessor 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 auth ority to audit funds received indirectly by subcontractors
through Vendor or directly by Order Fulfillers and the requirement to cooperate is incl uded in
any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the
direction of the Legislative Audit Comm ittee , 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 Audit or'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 theContract 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 litig ation 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 DIR under
the Contract, Historically Underutilized Businesses Su bcontractin g 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, accountin g procedures, practices, customer records includin g but not limited to
contracts, agreements , pu r chase orders and statements of work, and any other items relevant
to the performance of the Contract to the DIR Inte rnal Audit department or DIR Contra ct
Management staff, including the compliance checks designated by the DIR Int ern al Audit
department, DIR Contract Management staff, th a State Auditor's Offi ce, and of th a Unit ed
States, and such other persons or ent ities designated by DIR for th a purposes of inspecting,
Comp liance Che cking and/or copying such books and records. Vendor and/ or Order Fulfil Iers
sha II provide co pies and printouts requested by DIR without charge. DIR shall provide Vendor
and/or Order Fulfil Iers ten (10) business days' notic a prior to inspec tin g, Compli ance Checking,
and/or copying Vendor' s and/ or Order Fulfiller s records. Vendor's and/or Order Fulfill ers r eco
rd s, wheth er paper or electron ic, shall be made available during regular o ffice hour s. Vend or
and/or Order Fulfil Ier personnel familiar with the Vendor's and/ or Order Fulfiller's books and
records shall be available to the DIR Intern al Audit departm ent, or DIR Contract Management
sta ff and designees as needed . Vendor and/ or Order Fulfill er shall pro vide adeq uate off ice
spac a to DIR staff during the performance of Comp Tian ce Check. If Vendor is found to be
responsible for inaccurate reports, DIR m ay
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invoice for the reasonable costs of the audit, which Vendor must pay within thirty (30) calendar
days of receipt.
4) For procuring State Agencies 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 demonstrate to DIR's satisfaction that Vendor's calculation of DIR's
administrative fee iscorrect.
K. Appendix A, Section 10. Vendor Responsibilities, A. Indemnification, 2) Acts orOmissions,
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, ORSUITS,ANDALLRELATEDCOSTS,ATTORNEY FEES, AND EXPENSES arising outof,
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 FEESAWARDED BYA
COURTOF FINAL DETERMINATION. THE DEFENSESHALLBE COORDINATED BYVENDOR 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 AG EN Cl ES WITHOUT FIRST OBTAINING THE CONCURRENCE FROM
THE OFFICE OF THE ATTORNEY GENERAL. VENDOR ANDTHE
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 DESIGNEES("Ind emnified
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 Product s by
Vendor pursuant to this contract by paying (i) the resu Itin g costs and damages finally awarded
against Indemnified Party by a court of competent jurisdiction to the extent that such are the result
of the third party claims, or (ii) the amounts stated in a writ ten se ttlement negotiated and
approved by Vendor. "Vendor -Branded Products" shall mean hardware products (including all
EMC standard components and parts conta ined within the
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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 1
0. 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 specifi cations
were not developed by Vendor) or directions, including the incorporation of any software or
other materials or process provided by or requested by Cust omer. . 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 witne sses) 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 Cus
tom er, 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 ser vice with functionally equivalent or superior product or
service so that Customer's use is non- infr inging, 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 remedie s
for any third -party intellectual propert y claim.
Notwithstanding the foregoing, if Vendor provides the remedy described in subpar t (iii) and
the affected Customer in curs transition expenses relating to the replacement in such
Customer's IT environment of the affected portion of Dell Vendor -Branded Products or sery
ices, 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 or iginal pur chase pr ice for the
affected portion of the product or service being removed and (z) the
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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 SO LE 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
PROVIDE THE REFUND EACH AS SPECIFIED IN THETERMSANDCONDITIONSOFTHE APPLICABLE
WARRANTY OR SUPPORT SERVICE TERMS, OR 2) FOR PRODUCTS OTHER THAN AN EMC
PRODUCT, ANDAFTER VENDOR'S INVESTIGATION ANDSUMMARYOF 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 LOSSDAM AGE OR DESTRUCTION IS CAUSED SOLELY BY VENDOR,
ITS EMPLOYEES,AGENTS, REPRESENTATIVES OR SUBCONTRACTORS NEGLIGENCE. FORLOSS,
DAMAGE OR DISTRUCTION NOT CAUSED SOLELY BY VEN DOR, ITS EM PLOYEES, AGENTS,
REPRESEN TATIVES OR SUBCONTRACTORS SOLE NEGLEG ENCE VENDOR WILL PAY THAT
PORTION OF THE COST OF EITHER REPAIR, RECONSTRU CTION OR REPLACEMENT OF THE
PROPERTY TO 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 OFA WRITTEN NOTICE OFTHE 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 ACKNOW LEDGES THAT DURING THE EXISTENCE OF THI S
CONTRACT, VENDOR SHALL BE ENTIRELY RESPONSIBLE FO R THE LIABILITY AND PAYMENT OF
VENDO R'S AND VEN DO R'S EM PLOYEES' TAXES O F W HATEVER KIND, ARISING O UT O F THE
PERFO RM ANCES IN THI S CONTRACT. VENDOR AGREES TO COM PLY WITH ALL STATE AND
FEDERAL LAWS APPLICABLE TO ANY SUCH PERSONS, INCLU DIN G LAW S REG ARDING
WAGES, TAXES, IN SURAN CE, AND WORKERS' COM PENSATION. THE CUSTOM ER AND/OR THE
STATE SHALL NOT BE LIABLE TO THE VENDOR, -ITS EM PLOYEES, AGENTS, OR OTHERS FOR
THE PAYMENT OF TA XES O R THE PROV ISION OF U NEM PLOYM ENT INSURAN CE AND/ OR W
O RKERS' COMPEN SATION OR ANY BENEFIT AVAILABLE TO A STATE EM PLOYEE OR EM
PLOYEE O F ANOTHER GOVER NM EN T AL ENTITY CUSTOM ER AS A RESULT OF ITS PERFORM
ANCE UN DER THIS CONTRACT.
2) VENDOR AGREES TO INDEM NIFY AND HOLD HARM LESS CUSTOM ERS, THE STATE O F
TEXAS AND/ OR TH EIR EM PLOYEES, AGEN TS, REPRESENTATIVES, CONTRACTORS, -AND/ OR
ASSIGNEES FROM A NY ANDALL LIABI LITY, ACTIONS, CLAIM S, DEM ANDS, O R SUITS, AND ALL
RELATED COSTS, ATTORNEYS' FEES, AND EXP ENSES, RELATING TO EM PLOYEE TAX LIABILITY,
UNEMPLOYM ENT INSURANCE AND/OR WORKERS' COM PENSATION IN ITS PERFORMANCE
UNDER TH IS CONTRACT. VEN DOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE
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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 OFTHE ATTORNEY GENERAL WHEN
TEXASSTATE AGENCI ESARE NAMED DEFENDANTS IN ANY LAWSU ITAN DVEN DORORFORWITH
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 REQUIRES THE STATE OR
STATE AGENCYTO MAKE ANY PAYMENT. VENDOR ANDTHECUSTOMER AGREE TO FURNISH
TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM.
L.
0. 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, premi ses, equipment, and other tangi ble property,
belonging to the Customer. Vendor shall use commercially reasonable efforts to preserve the
safety, security, and the integrityof 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 Customer's
security requirement s, then Cust om er may terminate its Pur chase Orde r and related Ser
vice 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 Customer's or a third party's premises (other
than premises of Vendor's Affiliates or subcontractors) (colle ctively , "Customer Premises")
or at Vendor's premises or the premises of Vendor's Affiliates or subcontra ctors (collect ively ,
"Vend or Premises"). i) As to Data hoste d at any Customer Premises, Vendor shall 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 provide s such instru ctions 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 sa fety, sec urit y and inte grity of su ch Data, as
well as any addition al security obligations expressly agreed in the applicable Sta tement of Work
executed by Customer and Vendor. iii) Notwithstanding anything to the contrary in this Contra ct,
includin g thi s Section 10.1, excep t as otherwise expressly provided in a Statement of Work
executed by Customer and Vendor:
(A) Cus tomer is responsible for backing up its own Data, (B) Vendor and Order Fulfil ler shall not
have ope rati onal 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 instructi ons const itut es a mat erial change to the scope of Ser
vices or thei r other obligations, the partie s will equitably adjust the charges to account for such
mat erial change. Vendor and Order Fulfil ler shall not be r esponsible, or lia ble for any damages,
for any Data losses to the extent such Data cannot be retri eved due to Customer's
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(cI]ustomer'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 Customer gives prior notice of such 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 theapplicable term ination sections of this Contract.
Q. Appendix A, Section 10. Vendor Responsibilities, K. Limitation of Liability, is hereby replaced
in its entiret y as follows:
For any claims or cause of acti on arising under or related to the Contract: i) to the extent
permitted by the Cons tituti on 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 $5,000,000. 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 limitati o n herein , the parties agree that such limitation will
beautomatically modified, but only to the extent so as t o make the limitati on permitted to
the fullest extent possible under such law. However , thi s limitation of Vendor's liability shall
not apply to Vendor ' s indemnification obligations for claims of patent , trademark, or
copyright infringement of Vendor -branded products or Vendor provided services and
deliverables as set forth in Section 10.A.3 (" Infrin gements").
R. Appendix A, Section 10. Vendor Responsibilities, M. Prohibited Conduct, is hereby replaced
in its entirety as follows :
Vendor certi fie s that, to the best of its knowledge as of the date of this certificati on, neither
Vendor nor any Reseller Orde r Fulfiller, subcontrac t or has: (1) violated the antitru st laws of the
State of Texas under Texas Business & Commerce Code, Chap t er 15, or the federal antitrust
laws; or (2) commun icated its respo nse to the Requ est for Offer directly or indirectly to any
competitor or any other person engaged in such line of business during the procurement for the
Contrac t
S. Appendix A, Section 10. Vendor Responsib ilit ies, N. Required Insurance Coverage , is hereby
replaced in it s entirety as follow s:
Department oflnformationResources Page 19 o f 4 (DIR rev 03/2018)
DIR Contract No. DIR-TSO-4299
Vendor Contract N
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 at any Customer premises and/or use
employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a
Customer to provide services on Customer premises, the Vendor shall, at its own expense,
secure and maintain the insurance coverage specified herein, and shall provide proof of such
insurance coverage to the related Customer within five (5) business days following the
execution of the Purchase Order. Vendor may not begin performance under the Contract
and/or a Purchase Order until such proof of insurance coverage is provided to, and approved
by, DIR and the Customer. All required insurance must be issued by companies that have
an A rating and a Financial Size Category Class of VII from A.M. Best and are licensed in
the State of Texas and authorized to provide the corresponding coverage. 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 minimum acceptable
insurance provisions are as follows:
1) Commercial General Liability
Commercial General Liability must include $1,000,000 per occurrence for Bodily Injury
and Property Damage, with a separate aggregate limit of $2,000,000; Medical Expense
per person of $5,000; Personal Injury and Advertising Liability of $1,000,000;
Products/Completed Operations Aggregate Limit of $2,000,000; and Damage to Premises
Rented : $50,000. Agencies mayrequireadditional Umbrel la/Excess Liability insurance. The
policy shall contain the following provisions:
a) Blanket contractual liability coverage for liability assumed under the Contract;
b) Independent Contractor coverage;
c) State of Texas, DIR and Customer listed as an additional insured; and
d) Waiver of Subrogation
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 $1,000,000 BODILY INJURY PER
ACCIDENT, $1,000,000 BODILY INJURY DISEASE PER EMPLOYEE AND
$1,000,000 PER DISEASE POLICY LIMIT.
3) Business Automobile Liability Insurance
Busine ss Automobil a Liability Insuran ce 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.
Department oflnformation Resources Page 20 of 24 (DIR rev 03/2018)
DIRContract 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 a re equipped with hard disk drives (Le. 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 asfollows:
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 entit ies 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 deliveryof the product or services, they
are obligated to pay for the product or sery ices or they may return the product and discontinue
using services under any return provisions that Vendor offers. In the event of such terminati on,
th e Custom er will not be considered to be in default or breach under thi s Contrac t, nor shall
it be liable for any further payments ordinarily due under this Co ntra ct, nor shall it be liable
for any damages or any other amounts which are caused by or associated with such
termination.
DepartmentgflnformationResources Page 21 of 24 (DiR rev 03t 2018)
DIRContractNo. 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.
V. 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 termi nation. However, a Customer may terminate a
Purchase Order if 1) its performan ce 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 Expor t 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 countr ies in the form received; (ii) exports from other countries in which the Materials
maybe 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 import
ation and/or use the M aterial s outs id a of the U.S. or othe r countries (collectively, "Trade Laws"
). Custo mer must comp ly with all Trade Laws. Diversion contrary to U.S. law or o th er Trade
Laws is expressly prohibited. In addition, Custome r shall not send or deliver to EM C any data
controlled by the Internatio nal Traffic in Arms ("ITAR"), and shall not request Materials or Sery ice
from EM C where an ITAR license is required in order for EMC to provide such Materials or Servi
ce, unless th a EM C Global Trade Com plian ce Group Office has signed a specific agreement
consenting to provide ITAR con t ro Iled M aterial s or Service Customer. Customer represents and
warrants that it is not (a) list ed on any of the lists of restricted parties found at htt n:/ / www.bi
s.d oc.aov/ ind ex.oh o/nolicv-auida nee/ lists-of-oarti es -of - concern; (b) located in any country
subject to embargo by the U.S. (identified as an EA country in Suppl e m e nt 1 to Part 740 of
the Unit ed St ates Export Administration Regulations
Department of Informat®nResources Page 22 o f 24 (DIR rev 03/2018)
DIRContract No. DIR-TSO-4299
Vendor Contract No.
(EAR" ), as shown here and updated from time to time: http://www.ecfr.aov/cai-bin/text-
idx7SID=7f51b38428b0614519eea4b4fdc8640e&node=15:2.1.3.4.25.0.1.91.28&ran=r iv9; or
(c) engaged in the proliferation of weapons of mass destruction (i.e., nuclear, chemical or
biological weapons or missiles). Customer will 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.
(Remainder of Page Intentionally Left Blank)
Department oflnformationResources Page 23 of 24 (DIR rev 03/2018)
DIRContract No. DIR-TSO-4299
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 file
Name: Rita Roles
Title: Sr. Contracts Manaaer
Date: 12/10/2018
The State of Texas, acting by and through the Department of Information Resources
Authorized By S c-n a t u r e o n f it e
Name: Hershel Becker
Date: 12/17/ 2018
Office of General Counsel: DR 12/14 /2018
DepartmentoflnformatmnResources Page 24 o f 24 (DIR rev 03/2018)
EXHIBIT D
Texas Department of Information Resources DIR-TSO-4299
Pricing Index
Appendix C, Pricing Index
DIR-TS0-4299
EMC, Corp.
Product
Category
Product Category Description
DIR 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
JVMAX CE
10.00%
D1
Software - Enterprise Platform
23.00%
D2
Software - Mid -Tier Platform
33.00%
D3
Software - Multi -platform Open
23.00%
DD-1
Data Domain Flash Enabled HW SW & Maintenance
20.00%
DE
Entry Software (BRS: Data Domain)
32.00%
DH
High -End Software (BRS: Data Domain, Avamar, Disk Library, Networker)
29.00%
DM
Midrange Software (BRS: Data Domain, Avamar, Atmos, Disk Library)
29.00%
E
EMC SW & HW, Switches
23.00%
EN-H
Hardware - VMAX 10K/20K/40K
23.00%
EN-S
Software -VMAX 10K/20K/40K
23.00%
ES-1
VMAX3 HW & SW, HW & SW
33.00%
ES-AF
VMAX All Flash Array
18.00%
ES-P1
Powermax
18.00%
F1
Services
10.00%
F2
Custom Residency Services, EMC Select Services
10.00%
I
Training/ Education Services
10.00%
IS
Isilon HW/SW/Maintenance
26.00%
IS2
Isilon 2 HW/SW Maintenance
26.00%
J
Server Flash, AX/NX, Insignia, ScalelC, DSSD
20.00%
PE
Entry Systems (BRS: Data Domain)
32.00%
PH
High -End Systems (BRS: Data Domain, Disk Library)
29.00%
PM
Midrange Systems (BRS: Data Domain, Avamar, Atmos, Disk Library)
29.00%
UE
Unified Entry - Level Offerings
32.00%
UM
VNX Hardware/Software/Maintenance
23.00%
UM-1
Unity Hardware/Software
10.00%
UM-F1
Unity All Flash Hardware/Software
10.00%
UM-H
Hardware - UnifiedMid-Tier -VNX
29.00%
UM-S
Software - UnifiedMid-Tier -VNX
29.00%
V
Vipr
19.00%
VPLEX
VPLEX HW, SW, and Maintenance
38.00%
X2
XtremlO 2
25.00%
XT
XtremlO
25.00%
MINT
All Maintenance
5.00%
5/8/23, 8:41 AM
M&C Review
CITY COUNCIL AGENDA
Create New From This M&C
Official site of the City of Fort Worth, Texas
FoRTWORyn
DATE: 2/14/2023 REFERENCE **M&C 23- LOG NAME: 041NFRASTRUCTURE
NO.: 0061 MULTI -COOP
CODE: P TYPE: CONSENT PUBLIC NO
HEARING:
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
RFO
Responses
Date
Published
Due
Presidio,
DIR-TSO-
Netsync and
4167
7/3/2023
12/20/2017
[2/5/2018
WWT
Presidio,
DIR-TSO-
Netsync and
3763
1/10/2024
9/12/2016
10/13/2016
WWT
Presidio,
DIR-TSO-
Netsync and
4299
12/17/2023
[3/20/2018
5/4/2018
WWT
WWT and
DIR-TSO-
10/2/2024
r
2/26/2018
ePlus
4160
I1/12/2018
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5/8/23, 8:41 AM
M&C Review
Vendor
Co-op
Expiration
RFO
Responses
Date
Published
Due
Presidio and
DIR-TSO-
2/21/2025
2/26/2018
4/9/2018
ePlus
4288
WWT
DIR-CPO-
1/23/2025
[3/15/2019
4/25/2019
4444
Netsync and
TIPS
ePlus
200105
5/31/2023
1/9/2020
2/21/2020
OMNIA
WWT
R210407
5/31/2026
11 2/1/2020
1/19/2021
On September 28, 2021, City Council approved Mayor & Council communication (M&C) 21-
0753 authorizing similar agreements for information technology infrastructure purchases. Due to
several larger projects, Infrastructure refresh, Future City Hall, planned American Rescue Plan
Act spend, and ongoing City growth, additional spending authority is being requested. To avoid any
confusion, approval of this M&C will eliminate prior spending authority and contracts authorized under
Mayor and Council Communication P-12248, 19-0123, 19-0270, 20-0650 and 21-0753.
Approval of this M&C will allow a total of $11,200,000.00 in expenditures for the initial year,
$10,000,000.00 for the first renewal and $6,200,000.00 for the remainder renewals for projects such
as safety and security, new building projects, building upgrades, building renovations and building
expansion projects. These agreements and spending authority will be made available to Radio
Services, Desktop, Hardware and Security divisions to purchase hardware and software for City
departments as requested.
On May 24, 2022 Mayor and Council Communication (M&C) 22-0366 and 22-0367 were approved to
allocate American Rescue Plan Act (ARPA) Subtitle M (Coronavirus State and Local Fiscal Recovery
Funds) to the Information Technology Solutions (ITS) Department providing up to $3,675,000.00 and
$3,595,000.00 in support of infrastructure, data protection initiatives, information security and cyber
security. The Information Technology Solutions Department (ITS) will use these agreements to
purchase equipment and services to support the City's information technology infrastructure based on
initiatives identified in (M&C) 22-0366 and 22-0367.
ITS Department will ensure that each vendor is given equal opportunity to earn a minimum of 10\% of
the business. No specific contract amount is guaranteed.
PRICE ANALYSIS - The Texas Department of Information Resources Contracts (DIR), OMNIA
Partners (OMNIA) and The Interlocal Purchasing System Cooperative Contracts offer discounted
pricing. Staff has reviewed the pricing and determined it to be fair and reasonable.
COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under
a cooperative purchasing agreement satisfies any state law requiring that the local government seek
competitive bids for the purchase of items. DIR, OMNIA and TIPS Contracts are competitively bid to
increase and simplify the purchasing power of government entities.
M/WBE - An MBE/SBE goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
SUCCESSOR LANGUAGE: The City will initially use these contracts to make purchases authorized
by this M&C. The Cooperative Contracts are set to expire on various dates. If the contracts are
extended, this M&C authorizes the City to purchase similar equipment and supplies under the
extended contract. If the contracts are not extended, but DIR, OMNIA and/or TIPS executes new
cooperative contracts with substantially similar terms, this M&C authorizes the City to purchase the
same equipment and supplies under the new contracts. If this occurs, in no event will the City
continue to purchase goods and services under the new agreements past 2027 without seeking
Council approval.
AGREEMENT TERM: Upon City Council's approval, these agreements will be executed and continue
for a term of 12 months in accordance with approval date of this request. The agreements will renew
apps. cfwnet.org/counci I_packet/mc_review.asp? I D=30688&cou nciIdate=2/14/2023 2/3
5/8/23, 8:41 AM
M&C Review
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.
TO
Fund Department Account Project Program Activity Budget I Reference # Amount
I
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Valerie Washington (6192)
Kevin Gunn (2015)
Kevin Gunn (2015)
041NFRASTRUCTURE MULTI -COOP funds availability_pdf (CFW Internal)
FID Template Multi Coop Dec2022.xlsx (CFW Internal)
Form 1295 Certificate 100986599 - NETSYNC.pdf (CFW Internal)
Form 1295 Certificate 100987319 CoFW DIR-TSO-4167 Presidio.pdf (CFW Internal)
Form 1295 Certificate 100987322 CoFW DIR-TSO-3763 Presidio.pdf (CFW Internal)
Form 1295 Certificate 100987323 CoFW DIR-TSO-4299 Presidio.pdf (CFW Internal)
Form 1295 Certificate 100987325 CoFw DIR-TSO-4288-Presidio.pdf (CFW Internal)
Form 1295 Certificate City of Ft Worth 2022-96353WWT.pdf (CFW Internal)
Form 1295 Certificate of Interested Eplus.pdf (CFW Internal)
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