HomeMy WebLinkAboutContract 63695CSC No. 63695
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CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between DLT
Solutions, LLC ("Vendor") and the City of Fort Worth, ("City"), a Texas home rule
municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed
in the order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — Cooperative Agency Contract DIR-CPO-5677 ("Cooperative
Agreement");
3. Exhibit B — DIR-CPO-5677 Appendix C Pricing Index;
4. Exhibit C — Budgetary Quote No.532841 and Budgetary Quote No. 5325595; and
5. Exhibit D — Conflict of Interest Questionnaire.
The Exhibits referenced above, 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. If any provisions of the attached documents, conflict
with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation
or ordinance of City, the terms in this Agreement shall control.
City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions
of this Agreement. Total payment made annually under this Agreement by City shall not exceed
One Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional
items or services or bill for expenses incurred for City not specified by Exhibit A and this
Agreement unless City requests and approves in writing the additional costs for such items,
services, and/or expenses. City shall not be liable for any additional expenses of Vendor not
specified by this Agreement unless City first approves such expenses in writing.
The term of this Agreement shall be effective beginning on the date signed by the Assistant
City Manager below ("Effective Date") and shall expire on January 28, 2027 ("Expiration Date"),
in accordance with the Cooperative Agreement. The initial term of this Agreement shall be divided
into annual segments, with the first segment beginning on the Effective Date and the second
segment beginning January 29, 2026. City shall be able to renew this agreement for three (3)
additional one-year renewal options by written agreement of the parties, provided that the Texas
Department of Information Resources ("DIR") and Vendor renews the Cooperative Agreement
according to its renewal terms. City's annual payment to Vendor for the initial term shall be
according to these annual segments. City's annual payment to Vendor for the renewal terms shall
be according to annual segments. If the underlying Cooperative Agreement is extended, the City
may incorporate each extension as an additional renewal option. Each extension shall count
towards the three available renewal options under this Agreement. If the underlying Cooperative
OFFICIAL RECORD
Cooperative Purchase CITY SECRETARY Page 1 of 9
FT. WORTH, TX
Agreement is not renewed or extended by DIR, but DIR executes a new Cooperative Agreement
with the vendor with substantially similar terms, the City may replace DIR-CPO-5677 with the
new Cooperative 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.
Notices required pursuant to the provisions of this Agreement shall be conclusively
determined to have been delivered when (1) hand -delivered to the other parry, 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 VENDOR:
DLT Solutions, LLC
ATTN: Legal Department
2411 Dulles Corner Park, Suite 800
Herndon, VA 20171
IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost
and expense, including the payment of attorney's fees, any claim or action against the
City for infringement of any patent, copyright, trade mark, service mark, trade secret, or
other intellectual property right arising from City's use of the Deliverable(s), or any part
thereof, in accordance with the Agreement, it being understood that the agreement to
indemnify, defend, settle or pay shall not apply if City modifies or misuses the
Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions
against the City pursuant to this section, Vendor shall have the right to conduct the defense
of any such claim or action and all negotiations for its settlement or compromise and to settle
or compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought
against the City for infringement arising under the Agreement, the City shall have the sole
Cooperative Purchase Page 2 of 9
right to conduct the defense of any such claim or action and all negotiations for its settlement
or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of
costs or expenses shall not eliminate Vendor's duty to indemnify the City under the
Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof
is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy,
either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non -infringing, provided that such modification does not
materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing
Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is
reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to
Vendor by the City, subsequent to which termination City may seek any and all remedies
available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Data Breach. Vendor further agrees that it will monitor and test its data safeguards
from time to time, and to adjust its data safeguards from time to time in light of relevant
circumstances or the results of any relevant testing or monitoring. If Vendor suspects or
becomes aware of any unauthorized access to any financial or personal identifiable
information ("Personal Data") by any unauthorized person or third party, or becomes aware
of any other security breach relating to Personal Data held or stored by Vendor under the
Agreement or in connection with the performance of any services performed under the
Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify
City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop
such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately
comply with applicable laws and shall take the appropriate steps to remedy such Data
Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective
officers, directors, employees and agents, harmless from and against any and all claims, suits,
causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising
out of or relating to any third party claim arising from breach by Vendor of its obligations
contained in this Section, except to the extent resulting from the acts or omissions of City.
All Personal Data to which Vendor has access under the Agreement, as between Vendor and
City, will remain the property of City. City hereby consents to the use, processing and/or
disclosure of Personal Data only for the purposes described herein and to the extent such use
or processing is necessary for Vendor to carry out its duties and responsibilities under the
Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not
transfer Personal Data to third parties other than through its underlying network provider
to perform its obligations under the Agreement, unless authorized in writing by City.
Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect
if the Data Breach is the result of the actions of a third party. All Personal Data delivered to
Vendor shall be stored in the United States or other jurisdictions approved by City in writing
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and shall not be transferred to any other countries or jurisdictions without the prior written
consent of City.
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 Agreement, 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 Bovcottina Enerev Companies. Vendor acknowledges that in accordance with
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B.
13, § 2, the City is prohibited from entering into a contract for goods or services that has a
value of $100,000 or more that is to be paid wholly or partly from public funds of the City
with a company with 10 or more full-time employees unless the contract contains a written
verification from the company that it: (1) does not boycott energy companies; and (2) will
not boycott energy companies during the term of the contract. The terms "boycott energy
company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the
Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent
that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the
City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of this Agreement.
Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor
acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government
Code, as added by Acts 2021, 87th Leg., R.S., S.B.19, § 1, the City is prohibited from entering
into a contract for goods or services that has a value of $100,000 or more that is to be paid
wholly or partly from public funds of the City with a company with 10 or more full-time
employees unless the contract contains a written verification from the company that it: (1)
does not have a practice, policy, guidance, or directive that discriminates against a firearm
entity or firearm trade association; and (2) will not discriminate during the term of the
contract against a firearm entity or firearm trade association. The terms "discriminate,"
"firearm entity" and "firearm trade association" have the meaning ascribed to those terms
by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B.
19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this
Agreement, by signing this Agreement, Vendor certifies that Contractor's sig-nature
provides written verification to the City that Contractor: (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade
association; and (2) will not discriminate against a firearm entity or firearm trade association
during the term of this Agreement.
Cooperative Purchase Page 4 of 9
[Signature Page Follows]
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
[Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED
AND AGREED:]
City:
1-1
By: Diann no (Jut 22, 202512:28 CDT)
Name: Dianna Giordano
Title: Assistant City Manager
Date: 07/22/2025
DLT Solutions, LLC
By Jenne
Name:
Title: C e r
Date:
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By:
Name:
Kevin Gunn
Title:
Director, IT Solutions
Approved as to Form and Legality:
M Kevin k4ar //
By: M. Kevin Anders, 11(Jul 22,202509:56 CDT)
Name: M. Kevin Anders, II
Title: Assistant City Attorney
Contract Authorization:
M&C: N/A
Approval Date: N/A
Form 1295: N/A
Digitally signed
oy Jenny t,nen
natP- 907s 071 s
14:24:10-04'00'
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
and reporting requirements.
By: Steven Vandever(Jul 02511:18 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
City Secretary:
By:
Name: Jannette S. Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 5 of 9
EXHIBIT A
Cooperative Agency Contract DIR-CPO-5677
(Attached)
Cooperative Purchase Page 6 of 9
DIR Contract No. DIR-CPO-5677
DLT Solutions, LLC — 541599882
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
DLT Solutions, LLC
1 INTRODUCTION
1.1 Parties
This contract for Software, Commercial Off -the -Shelf (COTS) 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 15t" Street, Suite 1300, Austin, Texas 78701, and DLT Solutions, LLC
a Virginia Limited Liability Company (hereinafter "Successful Respondent"), with its
principal place of business at 2411 Dulles Corner Park, Suite 800 Herndon, Virginia
20171.
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-570, on February 2, 2023, for
Software, Commercial Off -the -Shelf (COTS) and Related Services (the "RFO"). Upon
execution of all Contracts, a notice of award for DIR-CPO-TMP-570, 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:
this Contract;
2. Appendix A, Standard Terms and Conditions;
3. Appendix B, Successful Respondent's Historically Underutilized Businesses
Subcontracting Plan;
4. Appendix C, Pricing Index;
5. Exhibit 1, RFO DIR-CPO-TMP-570, including all Addenda; and
6. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-570,
including all Addenda.
DIR Contract No. DIR-CPO-5677
DLT Solutions, LLC — 541599882
B. Each of the foregoing documents is hereby incorporated by reference and
together constitute the entire agreement between DIR and Successful
Respondent.
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 party 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 the Contract, with the sole
and limited exception that the original date of termination shall be extended pursuant
to this provision. DIR may exercise this option upon thirty (30) calendar days written
notice to the 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-570 for Software, Commercial
Off -the -Shelf (COTS) 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.
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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 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
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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.
5.5 Travel Expenses
Pricing for services provided under this Contract are exclusive of any travel expenses
that may be incurred in the performance of such services. Travel expense
reimbursement may include personal vehicle mileage or commercial coach
transportation, hotel accommodations, parking, and meals; provided, however, the
amount of reimbursement by Customers shall not exceed the amounts authorized for
state employees as adopted by each Customer; and provided, further, that all
reimbursement rates shall not exceed the maximum rates established for state
employees under the current State Travel Management Program. Travel time may not
be included as part of the amounts payable by Customer for any services provided
under this Contract. The DIR Administrative Fee is not applicable to travel expense
reimbursement. Anticipated travel expenses must be pre -approved in writing by the
Customer. The Customer reserves the right not to pay travel expenses which are not
pre -approved in writing by the Customer.
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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;
E. Return policies;
F. A link to DIR's list of TX -RAMP certified Cloud Products; and
G. A link to Service Level Agreements for each SaaS product awarded, which at a
minimum, shall include metrics and method for calculating and reporting results,
fo r:
i. service availability;
ii. recovery time objectives; and
iii. data loss tolerance levels (also known as recovery point objectives).
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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 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.
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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 party at the respective address
indicated below.
If sent to the State:
Lisa Massock or Successor in Office
Chief Procurement Officer
Department of Information Resources
300 W. 15t" St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Email: lisa.massockPdir.texas.aov
If sent to Successful Respondent:
Steve Wells
Vice President, Program Management
DLT Solutions, LLC
2411 Dulles Corner Park, Suite 800
Herndon, Virginia 20171
Phone: (703) 270-4379
Email: Steve.wells(Ddlt.com
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10 SOFTWARE LICENSE
10.1 Software License Agreement
A. Customers acquiring software licenses under this Contract shall hold, use, and
operate such software subject to compliance with the Software License
Agreement. Customer and Successful Respondent may agree to additional terms
and conditions that do not diminish a term or condition in the Software License
Agreement, or in any manner lessen the rights or protections of Customer or the
responsibilities or liabilities of Successful Respondent. Successful Respondent
shall make the Software License Agreement terms and conditions available to all
Customers at all times.
B. Compliance with the Software License Agreement is the responsibility of the
Customer. DIR shall not be responsible for any Customer's compliance with the
Software License Agreement.
11 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
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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 Customer elects instead to terminate such
Purchase Order, which in such case may be identified as a termination for cause
against Successful Respondent.
12 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.)
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This Contract is executed to be effective as of the date of last signature.
DLT Solutions, LLC
Authorized By: Sianature on File
Name: Steve Wells
Title: Vice President, PMO & Operations
Date: 1 /22/2025 1 AM CST
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Sianature on File
Name: Lisa Massock
Title: Chief Procurement Officer
Date: 1/28/2025 1 12:00 PM CST
Office of General Counsel: W) Initials on File
Date: 1 /28/2025 1 11:07 AM CST
DIR-CPO-TMP-570 Page 10 of 10
Version 1.0
Rev. 3/21 /23
EXHIBIT B
DIR-CPO-5677 Appendix C Pricing Index
(Attached)
Cooperative Purchase Page 7 of 9
SaaS / Training Administration and Readiness
Anthology
2.73%
Per User
Solution
Autodesk
SaaS and Software Digital Design Solution
2.00%
Annual Subscription
Varies Depending on
BitSight
SaaS Subscription Cybersecurity Solution
2.00%
Customer Requirements
Blackboard
Software /Learning Management System (LMS)
2.00%
Per License
Software Solution for Managing IT Operations,
BMC
including Service Management, Automation,
19.00%
Per User
Workflow orchestration and Monitoring.
Varies Depending on
Checkmarx
Software / Security Testing Solution Application
8.00%
Customer Requirements
CrowdStrike
Software License Cybersecurity Solution
2.73%
Per License
SaaS Archiveing and Software Only, Unlimited
Varies Depending on
Devo
Storage, Encryption Included
840%
Customer Requirements
SaaS / A Comprehensive Workplace Management
Eptura
5.00%
Per User
Solution (Assets, Space, Visitor Access, etc..)
Varies Depending on
Google
Software licenses for Enterprise Applications
5.00%
Customer Requirements
Software / An Enterprise Resource Planning (ERP)
Solutions that helps businesses manage day-o-day
Varies Depending on
Infor
activities such as Procurement, Project Management,
8.00%
Customer Requirements
Business Operations, Financials and Sales, and
Automating of Complex Process etc..
Subscription / Software Licenses to monior and
Varies Depending on
LogRhythm
2.00%
respond to Cybersecurity Threats solutions
Customer Requirements
Software / Customer Experience Management
Varies Depending on
Medallia, Inc.
5.00%
Solution
Customer Requirements
Varies Depending on
MicroStrategy
Software / Business Intelligence Solution
4.00%
Customer Requirements
Varies Depending on
Nuix
Software / Data Analytics Solution
6.13%
Customer Requirements
Varies Depending on
One Identity
Software / User Identitiy Management Solution
5.00%
Customer Requirements
OneStream
SaaS / Financial Management Solution
2.00%
Per User
Varies Depending on
Pluralsight
Software / Information Technoly Training Solution
2.00%
Customer Requirements
Software / A Development, Deployment and Business
Progress
2.00%
Per Month or Per Year
Applications Solution
Software / Information Technoly Management, and
Varies Depending on
Quest
Data Protection Solution
5.00%
Customer Requirements
K. Related Services
A. IL
Software Maintenance, Support and other Related
Autodesk
2.00%
Annually
Services provided by manufacturer.
Technical Support and other Related Services
CheckMarx
8.00%
Per User
provided by manufacturer.
Software Technical and Account Management,
Varies depending on
DEVO
Implementation, Training and other Related Services
8.40%
provided by manufacturer.
Customer Requirements
Technical Support and other Related Services
Eptura
provided by manufacturer.
5.00%
Per User
Technical Support and other Related Services
Varies depending on
LogRhythm
provided by manufacturer.
12.00%
Customer Requirements
Technical Support, Training and other Related Services
Varies depending on
MicroStrategy
provided by manufacturer.
4.00%
Customer Requirements
Varies depending on
NetDocuments
Technical Support Services through Manufacturer
2.00%
Customer Requirements
Implementation Services and other Related Services
Varies depending on
OneStream
2.00%
provided by manufacturer.
Customer Requirements
Technical Support, Training and other Related Services
Pluralsight
2.00%
Per User
provided by manufacturer.
DLT Solutions
Implementation
12.00%
Per Hour
DLT Solutions
Configuration
12.00%
Per Hour
DLT Solutions
Architec Solution
12.00%
Per Hour
DLT Solutions
Project Management
12.00%
Per Hour
DLT Solutions
System Admnistration
12.00%
Per Hour
DLT Solutions
Training
12.00%
Per Hour
Maintenance, Technical Support and other Related
DLT Solutions
12.00%
Per Hour
Services NOT provided by Manufacturer
NOTE: Vendor's quote to DIR Customers shall include the Administrative Fee. The fee will be added to the Firm Fixed Price
and/or MSRP after the DIR Discount % off MSRP is applied.
EXHIBIT C
Budgetary Quote No.532841 and Budgetary Quote No. 5325595
(Attached)
Cooperative Purchase Page 8 of 9
To: Nori Sanchez
Ft Worth City of (TX)
100 Fort Worth Trail
Fort Worth, TX 76102
Phone: (817) 392-2854
Fax:
Email: nori.sanchez@fortworthtexas.gov
# DLT Part No.
Price Quotation
Quote: 5324841
Reference: 1934744
Date: 05/09/2025
Expires: 06/08/2025
From: Kiran Saund
DLT Solutions, LLC
2411 Dulles Corner Park
Suite 800
Herndon, VA 20171
Phone: (703) 708-9609
Fax: (703) 708-960
Email: kiran.saund@d .co
A
Contra ly—-Unit Price Ext. Price
S-TX-MVEND-DIR-SW� 411 $3,332.00 $13,328.00
2
InfoWorks ICM - Ultimate Government Single -user Annual Subs
Network Maintenance 2:1 Trade -In
BUDGETARY 110004398493 *price subject to increase 5-10%*
PoP: 5/15/2026 through 5/14/2027
This quote is made on behalf of IMAGINiT
Total
The pricing above is a Rough O
binding proposal. This is for bud
Quote, DLT
Contract #: DIR-CPO-5677 IN
UEI - F1 N2KDGBDTU8
Federal ID: 54-1599882
CAGE Code: OSOH9 rN
FOB: Destination
Contract Term: 01/28/2025-01/28-2027
Ship Via: Fedex Ground/UPS
Payment Terms: Net 30 days
Switched From
I
Autodesk Reseller
$13,328.00
T(RCTM). This should not be construed or interpreted to be a
an g purposes only. Upon receipt of a Request for Proposal or
Ni n official binding proposal or quotation.
THIS QUOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF CONTRACT NUMBER DIR-CPO-5677.
CUSTOMER IS DIRECTED TO INCORPORATE (BY REFERENCE) THIS QUOTE IN ANY RESULTING
TASK/DELIVERY ORDER OR AWARD. THE TERMS OF THE AFOREMENTIONED CONTRACT ARE THE
ONLY CONTROLLING TERMS AND ANY TERMS OR CONDITIONS CONTAINED IN AN ORDER, AWARD OR
OTHER INSTRUMENT OF BUYER, WHICH ARE IN ADDITION TO OR INCONSISTENT WITH ANY OF THE
TERMS OR CONDITIONS CONTAINED IN THOSE REFERENCED HEREIN, SHALL NOT BE BINDING ON DLT
OR ITS MANUFACTURERS AND SHALL NOT APPLY UNLESS SPECIFICALLY AGREED TO IN WRITING BY
DLT.
CPARs requests should be sent to the attention of Steve Wells at cpars@dlt.com
DLT CONFIDENTIAL Page 1 of 2
Quote: 5324841
Reference: 1934744
Price Quotation Date: 05/09/2025
Expires: 06/08/2025
PLEASE REMIT ACH: DLT Solutions, LLC -OR- Mail: DLT Solutions, LLC
PAYMENT TO: Bank of America P.O. Box 743359
ABA # 111000012 Atlanta, GA 30374-3359
Acct # 4451063799
Customer orders are subject to all applicable taxes and regulatory fees.
Documentation to be submitted to validate Invoice for payment:
a. Authorized Services shall be invoiced with a corresponding time report for the period of performance identifying names,
days, and hours worked.
b. Authorized reimbursable expenses shall be invoiced with a detailed expense report, documented by copies of supporting
receipts.
c. Authorized Education or Training shall be invoiced with a Report identifying date and name of class completed, and where
applicable the name of attendees.
J
DLT CONFIDENTIAL Page 2 of 2
Quote: 5325595
Reference: 1935188
°LT Sa;�Na•1f Price Quotation Date: 05/13/2025
Expires: 06/12/2025
To: Nori Sanchez From: Kiran Saund
Ft Worth City of (TX) DLT Solutions, LLC
100 Fort Worth 2411 Dulles Corner Park
IT Solutions Suite 800
FORT WORTH, TX 76102 Herndon, VA 20171
Phone: (817) 392-2854 Phone: (703) 708-9609
Fax: Fax: (703) 708-9609
Email: nori.sanchez@fortworthtexas.gov Email: kiran.saund@d .co
# DLT Part No. Contract nit Price Ext. Price
1 9701-1001828 S-TX-MVEND-DIR-SW 16 $504.70 $8,075.20
2
AutoCAD LT Government Single -user Annual Subscription Renewal
110004293297 BUDGETARY *prices subject to increase 5-10%*
PoP: 2/17/2026 through 2/16/2027
2 9701-1001828 S-TX-MVEND-DIR-S 8 $504.70 $4,037.60
AutoCAD LT Government Single -user Annual Subscription Rene
110004293297 BUDGETARY *prices subject to increase 5-10%*
PoP: 2/17/2026 through 2/16/2027
3 9701-1001828 S-TX-MV -DIR-S 2 =1 70 $504.$1,514.10
AutoCAD LT Government Single -user Annual Subscription Renewal
110004293297 BUDGETARY *prices subject to increase 5-10%*
PoP: 2/17/2026 through 2/16/2027
4 9701-1001828 S-TX-MVEND-DIR-SW 2 $504.70 $1,009.40
2 �I
AutoCAD LT Government Single -user Annual Subscription Renewal
110004293297 BUDGETARY *prices subject to increase 5-10%*
PoP: 2/17/2026 through 2/16/2027
5 9701-1001828 S-TX-MVEND-DIR-SW 2 $504.70 $1,009.40
2
AutoCAD LT Government Single -user Annual Subscription Renewal
110004293297
PoP: 2/17/2026 through 2/16/2027 _J
6 9701-1001828 S-TX-MVEND-DIR-SW 1 $504.70 rM $504.70
2
AutoCAD LT Government Single -user Annual Subscription Renewal
110004293297
PoP: 2/17/2026 through 2/16/2027
DLT CONFIDENTIAL Page 1 of 3
fffm EX
ft"s-ow I Ian Price Quotation
# DLT Part No. Contract
7 9701-1001828 S-TX-MVEND-DIR-SW
2
AutoCAD LT Government Single -user Annual Subscription Renewal
110004293297
PoP: 2/17/2026 through 2/16/2027
8 9701-1001828 S-TX-MVEND-DIR-SW
2
AutoCAD LT Government Single -user Annual Subscription Renewal
110004293297
PoP: 2/17/2026 through 2/16/2027
9 9701-1001828 S-TX-MVEND-DIR-SW
2
AutoCAD LT Government Single -user Annual Subscription Renewal
110004293297
PoP: 2/17/2026 through 2/16/2027
10 9701-1001828 S-TX-MVEND-DIR-SW
2
AutoCAD LT Government Single -user Annual Subscription Renewal
110004293297
PoP: 2/17/2026 through 2/16/2027
11 9701-1001828 S-TX-MVE N D-DIR-S W
2
AutoCAD LT Government Single -user Annual Subscription Renewal
110004293297
PoP: 2/17/2026 through 2/16/2027
12 9701-1001913 S-TX-MVEND-DIR-SW
2
Civil 3D Governme le -user An al Subscription Renewal
110004293297
PoP: 2/17/2026 hrouN2/1027
13 9701-1001913 AW S-TX-MVEND-DIR-SW
2
Civil 3D Government Single -user Annual Subscription Renewal
110004293297
PoP: 2/17/2026 through 2/16/2027
14 9701-1001913 S-TX-MVEND-DIR-SW
2
Civil 3D Government Single -user Annual Subscription Renewal
110004293297
PoP: 2/17/2026 through 2/16/2027
Quote: 5325595
Reference: 1935188
Date: 05/13/2025
Expires: 06/12/2025
Qty Unit Price Ext. Price
1 $504.70 $504.70
1 .70 $504.70
jr
$504.70 $504.70
1 $504.70 $504.70
3 $2,724.40 $8,1
1 $2,724.40 $2,724.40
DLT CONFIDENTIAL Page 2 of 3
Price Quotation
# DLT Part No. Contract
Quote: 5325595
Reference: 1935188
Date: 05/13/2025
Expires: 06/12/2025
Qty Unit Price
15 9701-1002665 S-TX-MVEND-DIR-SW 1 $382.20
2
ReCap Pro Government Single -user Annual Subscription Renewal
110004293297
PoP: 2/17/2026 through 2/16/2027
This quote is made on behalf of IMAGINiT Technologies, your Authorized Autodesk Reseller
Ext. Price
$382.20
Total $32,678.10
The pricing above is a Rough Order of Magnitude (ROM). This should not be construed or interpreted to be a
binding proposal. This is for budgetary and planning purposes only. Upon receipt of a Request for Proposal or
Quote, DLT will respond with an official binding proposal or quotation.
Contract #: DIR-CPO-5677
UEI - F1N2KDGBDTU8
Federal ID: 54-1599882
CAGE Code: OSOH9
FOB: Destination
Contract Term: 01/28/2025-01/28-2027
Ship Via: Fedex Ground/UPS
Payment Terms: Net 30 days
THIS QUOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF CONTRACT NUMBER DIR-CPO-5677.
CUSTOMER IS DIRECTED TO INCORPORATE (BY REFERENCE) THIS QUOTE IN ANY RESULTING
TASK/DELIVERY ORDER OR AWARD. THE TERMS OF THE AFOREMENTIONED CONTRACT ARE THE
ONLY CONTROLLING TERMS AND ANY TERMS OR CONDITIONS CONTAINED IN AN ORDER, AWARD OR
OTHER INSTRUMENT OF BUYER, WHICH ARE IN ADDITION TO OR INCONSISTENT WITH ANY OF THE
TERMS OR CONDITIONS CONTAINED IN THOSE REFERENCED HEREIN, SHALL NOT BE BINDING ON DLT
OR ITS MANUFACTURERS AND SHALL NOT APPLY UNLESS SPECIFICALLY AGREED TO IN WRITING BY
DLT.
CPARs requests should be sent to the attention of Steve Wells at cpars@dlt.com
PLEASE R IT AC14: DLT Solutions, LLC -OR- Mail: DLT Solutions, LLC
PAYMENT Bank of America P.O. Box 743359
ABA # 111000012 Atlanta, GA 30374-3359
Acct # 4451063799
Customer orders are subject to all applicable taxes and regulatory fees.
Documentatio bmitted to validate Invoice for payment:
a. Authorized SOWs shall be invoiced with a corresponding time report for the period of performance identifying names,
days, and hours worked.
b. Authorized reimbursable expenses shall be invoiced with a detailed expense report, documented by copies of supporting
receipts.
c. Authorized Education or Training shall be invoiced with a Report identifying date and name of class completed, and where
applicable the name of attendees.
DLT CONFIDENTIAL Page 3 of 3
EXHIBIT D
Conflict of Interest Questionnaire
(Attached)
Cooperative Purchase Page 9 of 9
Docusign Envelope ID: F4368DAD-EE09-4CA1-BDE6-5A27F226AB00
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.
jJ Name of vendor who has a business relationship with local governmental entity.
DLT Solutions, LLC
J
❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
None.
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 ® No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
71 Yes ® 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.
None.
J
❑Check this box if the vendor has given the local government officer or a family 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).
J
7u1 9, 2025 1 15:48:59 EDT
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 1/1/2021
Docusign Envelope ID: F4368DAD-EE09-4CA1-BDE6-5A27F226AB00
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
Acomplete copy of Chapter 176 of the Local Government Code maybe found at http://www.statutes.legis.state.tx.us/
Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.0010-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) the vendor:
(A) has an employment or other business relationship with the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed;
or
(ii) the local governmental entity is considering entering into a contract with the
vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an 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 § 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 1/1/2021