Loading...
HomeMy WebLinkAboutContract 63065Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C FORTNVORT11 CSC No. 63065 CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between SHI Government Solutions, Inc. ("Vendor"), a Texas for profit Corporation, and the City of Fort Worth, ("City"), a Texas home rule municipality. The Cooperative Purchase Agreement includes the following documents which shall be construed in the order of precedence in which they are listed: 1. This Cooperative Purchase Agreement; 2. Exhibit A — Texas Department of Information Resources DIR-CPO-5094 Pricing Index; 3. Exhibit B — DIR-CPO-5094 Cooperative Agreement; and 4. Exhibit C — Conflict of Interest Questionnaire. Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this Agreement for all purposes. Vendor agrees to provide City with the services and goods included in Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all exhibits thereto. City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions of this Agreement. Total payment made annually under this Agreement by City shall not exceed One Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City requests and approves in writing the additional costs for such items, services, and/or expenses. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. The term of this Agreement shall be effective beginning on the date signed by the Deputy City Manager below ("Effective Date") and ending on January 30, 2026 City shall be able to renew this agreement for one (1) two-year optional renewal, with each year of the renewal being a "Renewal Segment," and one (1) one-year renewal options by written agreement of the parties. Each Renewal Segment shall begin on the date of renewal and expire one-year later. During the two-year optional renewal, Vendor agrees that City's payment will be by Renewal Segment only. The Parties agree that DIR-CPO-5094 may be extended more than once, but for a period of no more than ninety (90) days. The Parties agree that the execution of any amendment to DIR-CPO-5094 extending the agreement shall be automatically incorporated into this Agreement. Vendor agrees that City shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records, including, but not limited to, all electronic records of Vendor involving transactions relating to this Agreement at no additional cost to City. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 1 of 5 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: To CITY: City of Fort Worth Attn: Dianna Giordano, Assistant City Manager 100 Fort Worth Trail Fort Worth, TX 76102-6314 Facsimile: (817) 392-8654 With copy to Fort Worth City Attorney's Office at same address To SHI Government Solutions, Inc.: SHI Government Solutions, Inc.: ATTN: Legal Department 3828 Pecana Trail Austin, TX 78749 Facsimile: N/A No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor. (1) does not boycott Israel, and (2) will not boycott Israel during the term of the Agreement. Prohibition on BovcottinL, Ener2v 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 Cooperative Purchase Page 2 of 5 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B.19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-nature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. Cooperative Purchase Page 3 of 5 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C The undersigned represents and warrants that he or she has the power and authority to execute this Agreement and bind the respective Vendor. CITY OF FORT WORTH: By: Dianna Giordano (Apr 7, 202512:13 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 04/07/2025 APPROVAL RECOMMENDED: By: 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. 44I1 By: Robert Lee (Mar 27, 2025 15:01 CDT) Name: Bobby Lee Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: Name: Kevin Gunn �l n l� Anders, �I nders, // Title: Director, IT Solutions I' ,. By: M. Kevin Anders, II (Apr 7, 2025 08:47 CDT) 4 �n� Name: M. Kevin Anders II ATTEST: FORp.%0; 0. Title: Assistant City Attorney �o CONTRACT AUTHORIZATION: By: as°n nEXaS` p M&C: N/A Name: Jannette S. Goodall Title: City Secretary VENDOR: SHI Government Solutions, Inc. by: LDuSigned By: Name:} Title: Director - contracts Date: 3/21/202 5 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Page 4 of 5 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 DIR Customer Discount % off BRAND MSRP 11 OZiG 4.50% 13Dconnexion 4 50% �XEM 4.50% IA Technologies 4.50% [Accell 4.50% IAccelTex Solutions 4.50% Accessory Power 4.50% IAccu-Tech 6.00% [AceCad 4.50% IAcer 4.50% [Actiontec Electronics 4.50% JADATA 4.50% [AddOn Networks 9.00% IAdesso 8.00% [Adlink 4.50% [Aleratec 4.50% [Allsop 4.50% [Aluratek 4.50% [AM Clean 4.50% (Amazon Broadcast 4.50% IAmazon.com 4.50% IAmbir Technology 4.50% [AMD 4.50% Amer Networks 4.50% American Battery Company 4.50% Ampro Adlink Technology, Inc. 4.50% Anker Technology 4.50% Anywhere Cart 4.50% AOC 4.50% Aopen 4.50% APC by Schneider Electric 4.50% APG 4.50% Apposite 4.50% Apricorn 4.50% Artic Cooling 4.50% ArmorActive 4.50% Aryaka Networks, Inc. 4.50% ASRock 4.50% IASSA ABLOY 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 1C "KA1 0 ASUS ASUSTOR AT&T ATEN Atlantic Inc At1asIED ATTO AudioCodes (Audio-Technica Autel Robotics AVer Information AVerMedia AVF Group Avid Technology Avocent [Avocor Axiom [Axiom Memory [AZIO Corporation [B+B SmartWorx [Bang and Olufsen America INC [Barco [Barkan Mounts [Battery Technology �CDVideo [Belkin [BenQ [Biwin Technology LLC lack Box [Blank Technologies Corporation [Blue Microphones [Bose [BOX IT Design [BOXLIGHT [Brady [Brainboxes [Brenthaven [Bretford I rightSign DIR Customer Discount % off MSRP 4.50% 4.50% 4.50% 4 50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 12.00% 4.50% 4.50% 4.50% 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 DIR Customer Discount % off BRAND MSRP IBroadcom 8.00% Buffalo Technology 4.50% Bump Armor 4.50% IBUSlink 4.50% IC2G 15.00% Cable Matters 4.50% ICalDigit 4.50% ICalero 4.50% (Califon 4.50% (Canon 4.50% ICapsa Solutions 4.50% Case Logic 4.50% Casio Computer 4.50% ICCX 4.50% ICellairis 4.50% ICellphone-Mate 4.50% Kenton Electronics 4.50% IChargeTech 4.50% IChelsio 4.50% ICHERRY 4.50% (Chief 4.50% (Chip PC 4.50% (Christie 4.50% ICigent Technology 4.50% ICitrix Systems 4.50% (Club 31) 4.50% ICODi 4.50% (Cognitive TPG 10.50% ICommScope 4.50% (Comprehensive Cable 4.50% ICompulocks 4.50% (Computer Exchange Ltd 4.50% (Computer Security Products 4.50% IComtrol 4.50% IConnectPRO 4.50% IContex 4.50% (Contour Design 4.50% (Cooler Master 4.50% (CORSAIR 4.50% ICP Technologies 4.50% (Creative Labs 4.50% (Creative Realities, Inc. 4.50% (Creative Technology 4.50% (Crimson AV 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 DIR Customer Discount % off BRAND MSRP ICrossmatch 4.50% lCrucial/Micron - IMSourcing 4.50% ICRU-DataPort 4.50% ICTA Digital 4.50% Cumulus Networks 4.50% lCyber Acoustics 9.50% lCyberData Systems 4.50% lCybernet 4.50% lCyberPower 4.50% IDa-Lite Screen 4.50% IDantona Industries 4.50% Data Locker 4.50% IDataLocker 4.50% IDatalogic 4.50% IDatamax-O'Neil 4.50% Diamond Multimedia 4.50% IDigi International 4.50% IDigiCert 4.50% �D-Link 4.50% IDoubleSight Displays 4.50% Draper 4.50% IDT Research 4.50% IDuVoice 4.50% IDynabook 4.50% �DynaScan 4.50% �aton 4.50% Wge Memory 4.50% �DGECORE AMERICAS NETWORKING C 4.50% �izo Nanao 4.50% �lite Screens 4.50% �LMO 4.50% lElo Touch Solutions 4.50% Emerge Technologies 4.50% Energizer 4.50% lEnGenius 4.50% IEnovate Medical 4.50% Envision Peripherals 4.50% Epson 4.50% leReplacements 4.50% �rgotech 4.50% �rgotron 4.50% VGA 4.50% �voluent 4.50% �acebook 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 DIR Customer Discount % off BRAND MSRP �ARGO Electronics 4.50% Fluke 4.50% Foreseeson Custom Displays 4.50% Fractal Design 4.50% Frontline Technologies Group, LLC 4.50% Fuji 4.50% Fujifilm 4.50% [Gamber Johnson 4.50% IGAMBER JOHNSON LLC 4.50% [Gamber-Johnson 4.50% IGefen 4.50% IGIGABYTE 4.50% IGigamon 4.50% (Global Aiptek Inc USA 4.50% (Global Cellular 4.50% (Global Technology Systems 4.50% IGoldtouch 4.50% IGOODMAN NETWORKS INCORPORATED 4.50% IGrandstream 4.50% IGrifiin Technology 4.50% (Gumdrop Cases 4.50% [Harman 4.50% [Hauppauge 4.50% [Havis 4.50% [Hawking 4.50% [HEALTHCARE INFORMATION, LLC 4.50% [Heckler Design 4.50% [HID IDENTITY 4.50% [HighPoint 4.50% [ITC 4.50% [HYPER 4.50% [Hyundai 4.50% Ii-Blason 4.50% [IC Intracom 4.50% (ICY DOCK 4.50% IIdentive Group 4.50% IIgel Technology 4.50% [Ihome 4.50% IiKey 4.50% IIn Win 4.50% IIN WIN Development 4.50% [Incipio 4.50% (Infinite Peripherals 4.50% IInfoCase 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 DIR Customer Discount % off BRAND MSRP IInFocus 4.50% lInfortrend 4.50% IIngenico 4.50% Inland 4.50% (Innovation First 4.50% Ilnnovative Office Products 4.50% IInseego Corp. 4.50% Intel 4.50% lintelliARMOR 4.50% Intelligent Computer Solutions 4.50% lIntellinet 4.50% �OGEAR 4.50% -ON TECH 4.50% IioSafe 4.50% IiPearl Inc 4.50% 11SI Telemanagement Solutions, LLC 4.50% JiStarUSA 4.50% IiStorage 4.50% �abra 10.00% TAR Systems 4.50% �K IMAGING COMPANY 4.50% IKanex 4.50% [KanexPro 4.50% [Kanguru Solutions 4.50% [Kantek 4.50% [Kanto Living 4.50% [KEMP Technologies 4.50% [Kensington 4.50% [Keonn Technologies 4.50% [Key Source International 4.50% [KEYQUEST 4.50% kinesis 4.50% [Kingston Technology 4.50% [Kioxia 4.50% [KoamTac 4.50% Kodak 4.50% [Koss 4.50% Kramer Electronics 4.50% �anding Zone 4.50% �antronix 4.50% �epatek Corporation 4.50% �evelOne 4.50% �exar 4.50% �G Electronics 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 DIR Customer Discount % off BRAND MSRP bind Electronics 4.50% sink Depot 4.50% �LIQID INC 4.50% ILocknCharge 4.50% ILoctek 4.50% ILogicube, Inc. 4.50% �ogitech 4.50% �uxul 4.50% Macally 4.50% MagTek 4.50% IMAKITSO USA LLC 4.50% Man & Machine (usa) 4.50% Matrox Graphics 4.50% Max Cases 4.50% Maxell 9.50% Mediatech 4.50% Mellanox 4.50% Memorex 4.50% MERLYN MIND INC. 4.50% Metadot Corporation 4.50% Metropolitan Vacuum Cleaner 4.50% Mettler -Toledo 4.50% Microchip Technology 4.50% Micron Technology 4.50% MicroNet Technology 4.50% Middle Atlantic Products 4.50% Mimo Monitors 4.50% Minuteman UPS 4.50% Mobile Edge 4.50% Mobile Mark 4.50% Mobile Pixels 4.50% MobileDemand 4.50% Monoprice 4.50% Iriophie 4.50% MORPHEUS 360 4.50% Moshi 4.50% MSI 4.50% MYCENA 4.50% MyCharge 4.50% I I CRITICAL TECHNOLOGIES, INC. 4.50% �4ANOLUMENS 4.50% National Products 4.50% �Naxa Electronics 4.50% komputing 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 DIR Customer Discount % off BRAND MSRP kS Technologies 4.50% NEC 4.50% �qewline Interactive 4.50% Noble Locks 4.50% INP / MEMORY 4.50% �VIDIA 4.50% IOGIO 4.50% Olympus 4.50% IOM Digital Solutions 4.50% IOmnicharge 4.50% 10mnitron Systems Technology 4.50% (One Stop Systems 4.50% (One World Touch 4.50% (Onyx Healthcare USA, Inc. 4.50% IOpengear 4.50% 10pticon 4.50% loptoma 4.50% Orion Images Corporation 4.50% Orion Technology 4.50% (OTHER WORLD COMPUTING INC 4.50% Otter Products 4.50% Overland Storage 4.50% Oanasas 4.50% OanzerGlass 4.50% Oanzura Inc. 4.50% Oaperlike 4.50% Pathway Innovations and Technologies 4.50% Patriot Memory 4.50% Patriot Memory LLC 4.50% Peerless Industries 4.50% OenPower Technology 4.50% Ohilips 4.50% OHILIPS - US 4.50% Oioneer 4.50% Olanar Systems 4.50% Olugable 4.50% ONY Technologies 4.50% 0oly 4.50% OortSmith 4.50% OOSDATA 4.50% OOSIFLEX 4.50% Oosturite 4.50% 0OS-X 4.50% PowerGistics 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 1C "KA1 0 (Precision Mounting Technologies (Premier Mounts IPremiertek.net IPrimera Technology IPrintronix (Promise Technology IProtecT Computer Products IPYLE Audio IQLogic IQNAP IQOMO HiteVision (Quantum IQVS IRackmount.IT Rain Design (Ram Mounts �Zaritan Computer Raymond & Lae Engineering, Inc IRazer IReticare IRevolabs 0 IDeas OA Brands IRGB Spectrum IRocstor IRoku Inc. Rose Electronics IRubrik Ruckus Wireless ISabrent ISAMSON ELECTRONICS Samson Tech Samsonite ISamsung ISanDisk ISandisk Professional ISandvine Corp ISangoma Technologies ISanho (Sans Digital (Scala IScosche Industries IScreenbeam ISeagate DIR Customer Discount % off MSRP 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 DIR Customer Discount % off BRAND MSRP Seal Shield 4.50% ISecureData 4.50% ISEH Computertechnik 4.50% Seiko 4.50% ISennheiser 4.50% Server Technology 4.50% Sharp 4.50% Shure 4.50% Shuttle Computer 4.50% Sierra Wireless 4.50% ISIIG 4.50% ISilicon Power 4.50% ISkullcandy 4.50% ISmart 4.50% ISMARTAVI INC 4.50% ISMK ELECTRONICS CORPORATION, U 4.50% ISMK-Link Electronics 4.50% ISmoothTalker 4.50% (Socket Mobile 4.50% ISonicWall 4.50% ISonnet Technologies 4.50% ISony 4.50% ISouthwire Company 4.50% (Speck 4.50% ISpectrio 4.50% ISpectrum Industries 12.00% ISpracht 4.50% (Star Micronics 4.50% IStarTech.com 4.50% ISteelcase 4.50% ISteelSeries 4.50% IStephen Gould 4.50% ISTIRLING COMMUNICATION SUPPLY 4.50% ISTRAX AMERICAS 4.50% ISupersonic 4.50% ISyba 4.50% ISynology 4.50% IT1V, INC. 4.50% ITag Global Systems 4.50% ITandberg Data 4.50% (Tangent Computer 4.50% ITargus 4.50% ITCL 4.50% (Team Group 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C - PRICING INDEX DIR- CPO-5094 DIR Customer Discount % off BRAND MSRP ITEAMSable 4.50% ITES AMERICA, LLC 4.50% (Texas Instruments 4.50% IThe Joy Factory 4.50% IThermaltake 4.50% IThinkWrite 4.50% IThronmax 4.50% (Topaz Systems 4.50% (Toshiba 4.50% (Total Micro Technologies 4.50% (Transcend 11.00% ITREBLAB 4.50% ITREND NETWORKS 4.50% (Tripp Lite 4.50% (Tripwire 4.50% ITryten 4.50% ITSItouch 4.50% (Twelve South 4.50% ITwinhead 4.50% ITyan Computer 4.50% ITycon Power Systems 4.50% Iucaged Ergonomics 4.50% [Ultimate Ears 4.50% [Uniform Industrial Corporation 4.50% [Unirise 4.50% [Unitech 4.50% [Urban Armor Gear 4.50% [Urban Factory 4.50% [USRobotics 4.50% IV7 4.50% IValcom 4.50% [Vantec 4.50% [Veho 4.50% [Veracity 4.50% [Verbatim 4.50% IveriFone 4.50% [Vertiv 4.50% [Viavi Solutions 4.50% [ViewSonic 8.00% IVinpower Digital 4.50% [Visioneer 4.50% IVisionTek 4.50% IVivitek 4.50% IViziflex Seels 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C SHI/Government Solutions, Inc. APPENDIX C — PRICING INDEX DIR- CPO-5094 1 C "ATAI 0 IVorp Energy LLC �VTech Electronics [Vu Ryte Ivuzix [VXI IVXL Instruments Wacom Wasp Barcode Technologies WatchGuard Technologies IWeltron Winston International Wenger Western Digital WETKEYS Wilson Electronics IWyreStorm �Kavier Professional Cable �Kilinx, Inc. IYALE SECURITY Yamaha IZAGG �Cover Zebra Technologies �GONIC NORTH AMERICA, LLC VOTAC VyXEL ISHI Technical Support Services DIR Customer Discount % off MSRP 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% 10.00% 4.50% 4.50% 4.50% 4.50% 4.50% 4.50% Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C DIR Contract No. DIR-CPO-5094 SHI/Government Solutions, Inc. - 12236954785 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES SHI/Government Solutions, Inc. Introduction 1.1 Parties This contract for Miscellaneous Information Technology (IT) Hardware Peripherals, Components, and Related Services (this "Contract") 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 SHI/Government Solutions, Inc., a Texas Domestic For -Profit Corporation (hereinafter "Successful Respondent"), with its principal place of business at 3828 Pecana Trail, Austin, Texas 78749. 1.2 Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily, Request for Offer (RFO) DIR-CPO-TMP-558, on 10/20/2021, for Miscellaneous Information Technology (IT) Hardware Peripherals, Components, and Related Services (the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-558 shall be posted by DIR on the Electronic State Business Daily. 1.3 Order of Precedence a) For transactions under this Contract, the order of precedence shall be as follows: i. this Contract; ii. Appendix A, Standard Terms and Conditions; iii. Appendix B, Successful Respondent's Historically Underutilized Businesses Subcontracting Plan; iv. Appendix C, Pricing Index; V. Exhibit 1, RFO DIR-CPO-TMP-558, including all Addenda; and vi. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-558, including all Addenda. b) Each of the foregoing documents is hereby incorporated by reference and together constitute the entire agreement between DIR and Successful Respondent. DIR-CPO-TMP-558 Page 1 of 8 {DIR rev 04/20221 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C DIR Contract No. DIR-CPO-5094 SHI/Govemment Solutions, Inc. - 12236954785 1.4 Definitions Capitalized terms used but not defined herein have the meanings given to them in Appendix A, Standard Terms and Conditions. 2 Term of Contract The initial term of this Contract shall be up to two (2) years commencing on the date of the last signature hereto (the "Initial Term"), with one (1) optional two-year renewal and one (1) optional one-year renewal (each, a "Renewal Term"). Prior to expiration of the Initial Term and each Renewal Term, this Contract will renew automatically under the same terms and conditions unless either party provides written notice to the other party at least sixty (60) days in advance of the renewal date stating that the parry wishes to discuss amendment or non -renewal. 3 Option to Extend Successful Respondent agrees that DIR may require continued performance under this Contract at the rates specified in this Contact following the expiration of the Initial Term or any Renewal Term. This option may be exercised more than once, but the total extension of performance hereunder shall not exceed ninety (90) calendar days. Such extension of services shall be subject to the requirements of this Contract, with the sole and limited exception that the term shall be extended pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days written notice to Successful Respondent. 4 Product and Service Offerings Products and services available under this Contract are limited to the technology categories defined in Request for Offer DIR-CPO-TMP-558 for Miscellaneous Information Technology (IT) Hardware Peripherals, Components, and Related Services. At DIR's sole discretion, Successful Respondent may incorporate changes or make additions to its product and service offerings, provided that any changes or additions must be within the scope of the RFO. 5 Pricing 5.1 Pricing Index Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee (as defined below). 5.2 Customer Discount a) The minimum Customer discount for all products and services will be the percentage off List Price (as defined below) or MSRP (as defined below), as applicable, as specified in Appendix C, Pricing Index. Successful Respondent shall not establish a List Price or DIR-CPO-TMP-558 Page 2 of 8 {DIR rev 04/20221 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C DIR Contract No. DIR-CPO-5094 SHI/Government Solutions, Inc. - 12236954785 MSRP for a particular solicitation. For purposes of this Section, "List Price" is the price for a product or service published in Successful Respondent's price catalog (or similar document) before any discounts or price allowances are applied. For purposes of this Section, "MSRP," or manufacturer's suggested retail price, is the price list published by the manufacturer or publisher of a product and available to and recognized by the trade. b) Customers purchasing products or services under this Contract may negotiate additional discounts with Successful Respondent. Successful Respondent and Customer shall provide the details of such additional discounts to DIR upon request. c) If products or services available under this Contract are provided at a lower price to: (i) an eligible Customer who is not purchasing those products or services under this Contract, or (ii) to any other customer under the same terms and conditions provided for the State for the same products and services under this contract, then the price of such products and services under this Contract shall be adjusted to that lower price. This requirement applies to products or services quoted by Successful Respondent for a quantity of one (1), but does not apply to volume or special pricing purchases. Successful Respondent shall notify DIR within ten (10) days of providing a lower price as described in this Section, and this Contract shall be amended within ten (10) days to reflect such lower price. 5.3 Changes to Prices a) Subject to the requirements of this section, Successful Respondent may change the price of any product or service upon changes to the List Price or MSRP, as applicable. Discount levels shall not be subject to such changes, and will remain consistent with the discount levels specified in this Contract. b) Successful Respondent may revise its pricing by publishing a revised pricing list, subject to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a product or service has been increased unreasonably, DIR may request that Successful Respondent reduce the pricing for the product or service to the level published before such revision. Upon such request, Successful Respondent shall either reduce the pricing as requested, or shall remove the product or service from the pricing list for this Contract. Failure to do so will constitute an act of default by Successful Respondent. 5.4 Shipping and Handling Prices to Customers shall include all shipping and handling fees. Shipments will be Free On Board Customer's Destination. No additional fees may be charged to Customers for standard shipping and handling. If a Customer requests expedited or special delivery, Customer will be responsible for any additional charges for expedited or special delivery. DIR-CPO-TMP-558 Page 3 of 8 {DIR rev 04/20221 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C DIR Contract No. DIR-CPO-5094 SHI/Govemment Solutions, Inc. - 12236954785 6 DIR Administrative Fee a) Successful Respondent shall pay an administrative fee to DIR based on the dollar value of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee"). The amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent (0.75%) of all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750. b) All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves the right to increase or decrease the DIR Administrative Fee during the term of this Contract, upon written notice to Successful Respondent without amending this Contract. Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price to Customers. 7 Internet Access to Contract and Pricing Information In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract and Pricing Information, Successful Respondent shall include the following with its webpage: a) A current price list or mechanism to obtain specific contract pricing; b) MSRP/list price or DIR Customer price; c) Discount percentage (%) off MSRP or List Price; d) Warranty policies; and e) Return policies. 8 Use of Order Fulfillers 8.1 Authorization to Use Order Fulfillers Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize designated order fulfillers to provide products, services, and support resources to Customers under this Contract ("Order Fulfillers"). 8.2 Designation of Order Fulfillers a) Successful Respondent may designate Order Fulfillers to act as the distributors for products and services available under this Contract. In designating Order Fulfillers, Successful Respondent must be in compliance with the State's Policy on Utilization of Historically Underutilized Businesses. DIR and Successful Respondent will agree on the number of Order Fulfillers that are Historically Underutilized Businesses as defined by the CPA. b) In addition to the required Subcontracting Plan, Successful Respondent shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller DIR-CPO-TMP-558 Page 4 of 8 {DIR rev 04/20221 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C DIR Contract No. DIR-CPO-5094 SHI/Government Solutions, Inc. - 12236954785 business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact person email address and phone number. c) DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller participation or request that Successful Respondent name additional Order Fulfillers should DIR determine it is in the best interest of the State. d) Successful Respondent shall be fully liable for its Order Fulfillers' performance under and compliance with the terms and conditions of this Contract. Successful Respondent shall enter into contracts with Order Fulfillers and use terms and conditions that are consistent with the terms and conditions of this Contract. e) Successful Respondent may qualify Order Fulfillers and their participation under the Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers based upon Successful Respondent's established, neutrally applied criteria, ii) the criteria is not based on a particular procurement, and iii) all Customers are supported under the criteria. f) Successful Respondent shall not prohibit any Order Fulfiller from participating in other procurement opportunities offered through DIR. 8.3 Changes in Order Fulfiller Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers, Successful Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with the State's Policy on Utilization of Historically Underutilized Businesses. Successful Respondent shall provide DIR with its updated Subcontracting Plan and the Order Fulfillers information listed above. 8.4 Order Fulfiller Pricing to Customer Order Fulfiller pricing to the Customer shall be in accordance with Section 5. 9 Notification All notices under this Contract shall be sent to a parry at the respective address indicated below. If sent to the State: Hershel Becker or Successor in Office Chief Procurement Officer Department of Information Resources 300 W. 151h St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 Email: hershel.becker(adir.texas.izov DIR-CPO-TMP-558 Page 5 of 8 {DIR rev 04/20221 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C DIR Contract No. DIR-CPO-5094 SHUGovernment Solutions, Inc. - 12236954785 If sent to Successful Respondent: Stacie Becker, Sr. Proposal Specialist SHUGovernment Solutions, Inc. 3828 Pecana Trail Austin, Texas 78749 Phone: (512) 983-6502 Email: Stacie_Becker@shi.com 10 Conflicting or Additional Terms a) The terms and conditions of this Contract shall supersede any additional conflicting or additional terms in any additional service agreements, statement of work, and any other provisions, terms, conditions, and license agreements, including those which may be affixed to or accompany software upon delivery (sometimes called shrink-wrap or click - wrap agreements), and any linked or supplemental documents, which may be proposed, issued, or accepted by Successful Respondent and Customer in addition to this Contract (such additional agreements, "Additional Agreements"), regardless of when such Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding the foregoing, it is Customer's responsibility to review any Additional Agreements to determine if Customer accepts such Additional Agreement. If Customer does not accept such Additional Agreement, Customer shall be responsible for negotiating any changes thereto. b) Any update or amendment to an Additional Agreement shall only apply to Purchase Orders for the associated product or service offering after the effective date of such update or amendment; provided that, if Successful Respondent has responded to a Customer's solicitation or request for pricing, any subsequent update or amendment to an Additional Agreement may only apply to a resulting Purchase Order if Successful Respondent directly informs such Customer of such update or amendment before the Purchase Order is executed. c) Successful Respondent shall not require any Additional Agreement that: i) diminishes the rights, benefits, or protections of Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of Customer; or ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. d) If Successful Respondent attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to this Contract or the Purchase Order between Successful Respondent and Customer, and Successful Respondent will nonetheless be obligated to perform such Purchase Order without regard to the prohibited documents, unless DIR-CPO-TMP-558 Page 6 of 8 {DIR rev 04/20221 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C DIR Contract No. DIR-CPO-5094 SHI/Govemment Solutions, Inc. - 12236954785 Customer elects instead to terminate such Purchase Order, which in such case may be identified as a termination for cause against Successful Respondent. 11 Authorized Exceptions to Appendix A, Standard Terms and Conditions No exceptions have been agreed to by DIR and Successful Respondent. (Remainder of this page intentionally left blank.) DIR-CPO-TMP-558 Page 7 of 8 {DIR rev 04/20221 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C DIR Contract No. DIR-CPO-5094 SHUGovernment Solutions, Inc. - 12236954785 This Contract is executed to be effective as of the date of last signature. SHUGovernment Solutions, Inc. Authorized By: Signature on File Name: Kristina Mann Title: Sr. Manager - Contracts Date: 1/25/2023 The State of Texas, acting by and through the Department of Information Resources Authorized By: Signature on File Name: Hershel Becker Title: Chief Procurement Officer Date: 1/30/2023 Office of General Counsel: Signature on File Date: 1/27/2023 DIR-CPO-TMP-558 Page 8 of 8 {DIR rev 04/20221 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C Exhibit C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. J Name of vendor who has a business relationship with local governmental entity. SHI Government Solutions, Inc. J Check this box if you are filing an update to a previously filed questionnaire. (The law req ui res that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) J Name of local government officer about whom the information is being disclosed. Not applicable Name of Officer J Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer. Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIO as necessary. A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor? Yes XMNo B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity? 71 Yes FX-1 No J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more. J ❑Check this box if the vendor has given the local government officer or afamily member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1). /-DocuSigned by: 3/21/2025 Signature ovan or oing "business with the governmental entity Date Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Docusign Envelope ID: 7BAE36AE-2D52-4259-9193-253410ECF22C .it]7 W410 Kola 1ill 119AM611V01,1*3ILei �I�Fill IN9 For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code 4176.001(1-a): 'Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code & 176.003(a)(2)(A) and (B): (a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) thevendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code 4 176.006(a) and (a-1) (a) Avendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the Officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015