Loading...
HomeMy WebLinkAboutContract 63714CSC No. 63714 FORT WORTH® CITY OF FORT WORTH COOPERATIVE PURCHASE AGREEMENT This Cooperative Purchase Agreement ("Agreement") is entered into by and between the City of Fort Worth ("City"), a Texas home rule municipality, and EC America, Inc. ("Vendor"), a Virginia corporation. City and Vendor are each individually referred to herein as a "party" and collectively referred to as the "parties." 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 Cooperative Contract No. DIR-CPO-5688 3. Exhibit B — Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5688 Pricing Index; 4. Exhibit C — 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 C 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 B 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 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 ending on May 14, 2026. City shall be able to renew this agreement for five (5) one-year options by written agreement of the parties. In no event shall this Agreement shall extend beyond the term of Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5688, hereto referred to as Exhibit A, unless it is extended, renewed, or followed up by a substantially similar cooperative agreement ("Successor Contract") from Vendor and Texas Department of Information Resources the parties agree in writing to incorporate such extension, renewal, or use of Successor Contract 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, OFFICIAL RECORD Cooperative Purchase Agreement CITY SECRETARY Pagel of 8 FT. WORTH, TX 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 party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other parry by United States Mail, registered, return receipt requested, addressed as follows: To CITY: To VENDOR: City of Fort Worth EC America, Inc. Attn: City Manager's Office ATTN: Legal Department 100 Fort Worth Trail 8444 Westpark Drive, Suite 200 Fort Worth, TX 76102 McLean, VA 22102 Facsimile: 703-752-0613 With copy to Fort Worth City Attorney's Office at same address 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 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, Cooperative Purchase Agreement Page 2 of 8 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 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 2271 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 Cooperative Purchase Agreement Page 3 of 8 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 Bovcotting Energv Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, 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 2276.001 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (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, 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 2274.001 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Vendor's signature provides written verification to the City that Vendor: (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. Applicable Laws. The laws of the State of Texas shall govern this Agreement. Venue for any action brought to interpret or enforce, or arising out of or incident to, the terms of this Agreement shall be in Tarrant County, Texas. [Signature Page Follows] Cooperative Purchase Agreement Page 4 of 8 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; Dla i� o (Jul 24, 202510:34:15 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 07/24/2025 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: Director, IT Solutions 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. Peke- R4ZZz By: Pete Rizzo (Jul 22, 2025 09:53 CDT) Name: Pete Rizzo Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: p4uonpn ATTEST: ppF FORt n! 71� of v rf� n i p�� o°° °OOO QwA By: M. Kevin Anders,ll (Jul 24, 202509:00:4"/CDT) 2 T Name: M. Kevin Anders, II Title: Assistant City Attorney b .s as°� nEoa54pa By: A CONTRACT AUTHORIZATION: Name: Jannette S. Goodall M&C: N/A Title: City Secretary VENDOR: EC America, Inc. By: w Name: MegTin Cohen Title: Sales Manager Date: 25 June 2025 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. - 541912608 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES IMMIXTECHNOLOGY, INC. 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 15th Street, Suite 1300, Austin, Texas 78701, and IMMIXTECHNOLOGY, INC. a Virginia For -Profit Corporation (hereinafter "Successful Respondent"), with its principal place of business at 8444 Westpark Drive, Suite 200 McLean, Virginia 22102. 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: 1. 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-5688 IMMIXTECHNOLOGY, INC. — 541912608 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 two (2) optional one-year renewals (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. DIR-CPO-TMP-570 Page 2 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. - 541912608 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 DIR-CPO-TMP-570 Page 3 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 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. DIR-CPO-TMP-570 Page 4 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 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: service availability; ii. recovery time objectives; and iii. data loss tolerance levels (also known as recovery point objectives). DIR-CPO-TMP-570 Page 5 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 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. DIR-CPO-TMP-570 Page 6 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. - 541912608 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: Iisa.massockCcbdir.texas.aov If sent to Successful Resoondent: Billy Donnelly Sales Director IMMIXTECHNOLOGY, INC. 8444 Westpark Drive Suite 200 McLean, Virginia 22102 Phone: (703) 584-9747 Email: Billv.DonnellvC�immixarouD.com DIR-CPO-TMP-570 Page 7 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 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 DIR-CPO-TMP-570 Page 8 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. — 541912608 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.) DIR-CPO-TMP-570 Page 9 of 10 Version 1.0 Rev. 3/21 /23 DIR Contract No. DIR-CPO-5688 IMMIXTECHNOLOGY, INC. - 541912608 This Contract is executed to be effective as of the date of last signature. IMMIXTECHNOLOGY, INC. Authorized By Signature on File Name: Billy Donnelly Title: Director of suppliers Date: 5/13/2025 1 6:10 PM CDT The State of Texas, acting by and through the Department of Information Resources Authorized By Signature on File Name: Lisa Massock Title: Chief Procurement Officer 5/14/2025 1 5:02 PM CDT Date: Office of General Counsel: Initials on File 5/14/2025 1 4:57 PM CDT Date: DIR-CPO-TMP-570 Page 10 of 10 Version 1.0 Rev. 3/21 /23 jApryse SaaS and Software Agile Developer Tools Solution 2.00% Black Kite SaaS / Third Party Cyber Risk Management Platform Software Solution Blue Prism Software / Robotic Process Automation (RPA) Platform Solution Bluescape Software / A visual collaboration platform Solution (note: Bulk user packages minimum number of users is 500 and above) Blueshift Software / An AI -powered, cross -channel marketing platform Solution Check Point SaaS / Cyber Security Solutions for networks, clouds, and workspaces. 5.00% 4.00% 21.02% 7.55% 2.07% Check Point Software / Cyber Security Solutions for networks, clouds, and workspaces. 20.08% Software / Application for Security Platform that helps enterprises secure Checkmarx 4.00% applications from code to cloud solution. Cigent SaaS / Cyber Security Solutions. 4.00% Cigent Software / Cyber Security Solutions. 5.00% SaaS / Software To publish virtual Windows applications, desktops and Citrix 15.00% resources to remote users. Coupa SaaS and Software/ Lifecycle Agile Operations Management 5.00% SaaS Per user Subscriptions Training Solution software (Minimum number of Coursera Users License is 126) Additional Discount Package Available based on number 5.35% of Users. Hexagon SaaS / Data Management and Optimization processes 15.00% Software /Data Management and Optimization processes plus connect the Hexagon 35.00% physical and digital environments Solutions. Psychosocial Security Awareness Training and Phishing Platform Subscription Hook Security 6.00% (*Minimum Users requirement based on configuration) iStorage Software / Authentication and encryption data solution 8.67% SaaS / Workforce management and human capital management (HCM) Kronos (UKG) 0.69% solutions. Software /Workforce management and human capital management (HCM) Kronos (UKG) 19.17% solutions. Lantronix Software/ Remote networking and management solution 3.00% SaaS and Software / Comprehensive security solution that helps organizations LogRhythm 10.00% manage logs, detect threats, and respond to incidents SaaS and Software / A storing, organizing, and managing data Software MariaDB 2.00% Solution Software/ Planning, Deploying, Validating, monitoring, and troubleshooting NetAlly 15.00% wire and wireless networks. NetApp Software / Data Management Software Licenses 18.00% NetApp SaaS / Data Management Software Subscriptions 2.65% Netreo SaaS and Software / Infrastructure and Network Monitoring solution 2.00% Software / A network and application performance monitoring, security NetScout 11.31 visibility, and threat detection solution SaaS / A network and application performance monitoring, security visibility, NetScout 2.10% and threat detection solution SaaS and Software / Seamless application management across various Nutanix 8.00% environments solution Open Text Software / Information Management Solution 11.30% Open Text SaaS / Information Management Solution 1.00% Palo Alto Networks SaaS and Software - Integrated Internet Security Solutions 15.00% PegaSystems Software / Business and Customer Relationship Management Solution 10.00% Precisely Software / Data Management Solution 25.00% ProCORE SaaS or Software Construction Management Software 4.00% ProLion SaaS and Software / Proactive Data Protection Solutions 5.71% Qumulo Software / File Data Management Solution 2.00% SaaS and Software / Network security risk analytics and CyberTerrain Analytics RedSeal 20.20% Solution Relativity SaaS and Software / Data Management and Analysis Solution 5.00% SaaS and Software / Endpoint management, security, and compliance for Tanium 13.26% Digital Assets solution SaaS and Software / Comprehensive Cybersecurity and Exposure Management Tenable 4.00% Solution Thales SaaS and Software / Cybersecurity and Digital Identity Management Solutions 2.00% vBrick SaaS and Software / Video Management Solutions 17.01% VEEAM SaaS and Software / Data Back -Up and Replication Solution 10.66% Virsec Software / Run time Defense and Application Protection Workload Solution 10.00% Hardware and Hardware sales to be as Needed in order to finalized Turnkey Solution Hardware packages for Customers. Maintenance for all *Note: In the event vendor's hardware cost 2.00% brands is a pass through to the Customer the hardware will have a 0% discount. Hardware will be sold with Software as part of a Turnkey Solution. Stand alone of Hardware sales are not Allowed under this contract. Blue Prism Agile Operations - Technical Support Packages Configurations 4.00% Check Point Technical Maintenance and Support packages 2.07% Checkmarx Professional Services, Technical Maintenance and Support packages 2.00% Cigent Secure Solid -State Drive (SSD) Storage protection solution services 2.00% Citrix Maintenance and Technical Support Packages (Standard, Gold, Platinum etc..) 10.00% Coupa Maintenance, Support and Training packages available. 2.00% Software Maintenance and Technical Support Packages (Standard, Gold, Kronos (UKG) 18.69% Platinum etc..) Kronos (UKG) Implementation Services 15.46% Kronos (UKG) Training 15.88% LogRhythm Maintenance and Support Services Packages 10.00% MariaDB Training 2.00% MariaDB Maintenance and Support 2.00% NetAlly AIIyCare Support Packages 18.00% NetApp Technical and Technology Consulting Services 18.00% NetApp Maintenance and Support 2.65% Netreo Advanced Implementation (Price calculated 35% of total cost of Subscription) NA Netreo Basic Implementation (25% of Product subscription cost) NA Remote Installation Support Services for Classified Environments (15% of Netreo NA Product subscription cost) Trusted Advisor Services for $0-$100K license cost (25% of base Product subscription Netreo cost) NA Trusted Advisor Services for $100K-$1M license cost (20% of base Product Netreo subscription cost) NA Trusted Advisor Services for more than $1M license cost (15% of base Product Netreo subscription cost) NA Netreo Services based on customized package (Does not include core software customization) 1.00% Netreo Training 5.76% NetScout Maintenance and Support Service Packages 9.03% NetScout Training plus Technical and Technology Consulting Services 2.10% Nutanix Software Maintenance and Support Packages 8.00% Nutanix Training plus Technical / Professional and Technology Consulting Services 8.00% Training plus Technical Support Professional and Technology Consulting Open Text ° 1.00 /° Services Open Text Forensic and Recovery Services 2.00% Open Text Software Maintenance and Support Packages 11.30% Training plus Technical Support Professional and Technology Consulting Palo Alto Networks 3.40% Services Palo Alto Networks Software Maintenance Customer Support Packages 10.00% Maintenance and Support, Training plus Technical Support Professional and PegaSystems 10.00% Technology Consulting Services Precisely Annual Maintenance and Support 25.00% ProCORE ProLion Qumulo RedSeal RedSeal Relativity Tanium Tanium Maintenance and Support, Training plus Technical Support Professional and Technology Consulting Services Technical Support Professional and Technology Consulting Services Maintenance and Support, Training plus Technical Support Professional and Technology Consulting Services Training, Technical Support Professional and Technology Consulting Services Software Maintenance and Support Packages Maintenance and Support, Training plus Technical Support Professional and Technology Consulting Services Software Maintenance and Support Technical Support Professional and Technology Consulting Services, which includes We -Based Training 4.00% 5.71 % 2.00% 6.50% 10.70% 5.00% 13.26% 4.00% Tenable Maintenance and Support 4.00% Technical Support Professional and Technology Consulting Services and Tenable 4.00% Training Maintenance Support Technical Support Professional and Technology Thales 2.00% Consulting Services and Training Maintenance Support Technical Support Professional and Technology vBrick 17.01 Consulting Services and Training Maintenance Support, Technical Support, Professional and Technology VEEAM 3.00% Consulting Services and Training Maintenance Support, Technical Support, Professional and Technology Virsec 10.00% Consulting Services and Training The following Software Professional Services are Services to be Performed by the Prime Vendor/or Its authorized Resellers, which are not covered by the Manufacturer Related Services listed above. All Brands Software Related - Managed Services 2.00% All Brands Educational Services 2.00% All Brands Installation & De -Installation 2.00% All Brands Product Configuration 2.00% All Brands Maintenance and Technical Support 2.00% All Brands Project Management 2.00% All Brands Licensing Management Services 2.00% All Brands Licensing Compliance Services 2.00% All Brands Product Training 2.00% All Brands Implementation Support 2.00% Technical Services not otherwise listed above All Brands 2.00% (Services provided must be within the Scope of the RFO) Services not covered under this RFO scope are: Cloud Hosting, Development, Cloud Broker and Cloud Assessment Services, Customization of Core Software, Professional or Consulting services as defined in Chapter 2254 of the Texas Government Code. E - 0 Turnkey Solutions packages to be configured based on customer requirements including, but not Discount will be limited to, Software, Hardware and Services as listed above. at the Line Item Level On -Site Services Travel expenses will be billed separately in accordance with Exhibit A DIR Standard Terms and Conditions Section 8.5 Travel Expense Reimbursement 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.