HomeMy WebLinkAboutContract 60027-A3R2CSC No. 60027-A3R2
THIRD AMENDMENT AND SECOND RENEWAL TO
FORT WORTH CITY SECRETARY CONTRACT NO. 60027
This Third Amendment and Second Renewal to Fort Worth City Secretary Contract No.
60027 ("Third Amendment and Second Renewal") is made between the City of Fort
Worth ("City"), a municipal corporation and ConvergeOne, Inc. a Minnesota corporation
("Vendor").
WHEREAS, Fort Worth and Vendor entered into an Agreement identified as Fort Worth
City Secretary Contract No. 60027, beginning September 1, 2023 (the "Agreement") utilizing
that certain agreement DIR-TSO-4339 ("First Cooperative Agreement") between Vendor and
the Texas Department of Information Resources ("DIR") ; and
WHEREAS, on January 22, 2024, City and Vendor entered into the First Amendment to
the Agreement to extend the Agreement to expire on April 22, 2024; and
WHEREAS, on April 3, 2024, Vendor and DIR entered into Amendment Number 3 to the
First Cooperative Agreement, to extend the term of the First Cooperative Agreement until April
22, 2025; and
WHEREAS, on April 16, 2024, City and Vendor entered into the First Renewal to the
Agreement, which extended the expiration date of the Agreement until April 22, 2025; and
WHEREAS, on February 7, 2025, City and Vendor entered into the Second Amendment
to the Agreement to increase the contract amount by $62,500.00 for network equipment to be
purchased in support of the SCADA project; and
WHEREAS, on April 22, 2025, the First Cooperative Agreement and the Agreement
expired; and
WHEREAS, on May 19, 2025, Vendor and DIR entered into that certain cooperative
agreement DIR-CPO-5375, which contains an initial term of up to two years, one optional two-
year renewal, and one optional one-year renewal; and
WHEREAS, the City and Vendor desire to revive the Agreement and amend the
Agreement pursuant to M&C 23-0653 to incorporate the terms of the Second Cooperative
Agreement.
NOW, THEREFORE, the parties, acting herein by and through their duly authorized
representatives, enter into the following agreement:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 1 of 6
I.
AMENDMENT
The Agreement is hereby amended to repeal and replace Exhibit D with Exhibit D-1,
attached hereto and incorporated by reference herein as the "Second Cooperative Agreement," as
authorized by M&C 23-0653. All exhibits and appendices described in the Second Cooperative
Agreement are expressly incorporated by reference to Exhibit D-1. Appendix C to the Second
Cooperative Agreement, attached as Exhibit C-1, is attached hereto for convenience.
II.
SEGMENT SCHEDULE
Pursuant to the terms of the Second Cooperative Agreement, the initial term shall be for a
period of up to two years, with one optional two-year renewal term and one optional one-year
renewal. The initial term and the optional two-year renewal term shall be divided into annual
segments, according to the table below. The City and Vendor may renew this agreement in
accordance with the terms of the Agreement.
Dates
May 19, 2025 —May
18, 2026
May 19, 2026 —
May 18, 2027
May 19, 2027 —
May 18, 2028
May 19, 2028 —
May 18, 2029
May 19, 2029 —
May 18, 2030
DIR-CPO-5375
Term
Initial Term
Initial Term
First Renewal Term
First Renewal Term
Second Renewal Term
III.
RENEWALS
Citv Agreement
SeLyment/Renewal
Second Renewal — Segment 1
Second Renewal — Segment 2
Third Renewal — Segment 1
Third Renewal — Segment 2
Fourth Renewal
The Agreement is hereby renewed for an additional one-year renewal term beginning May
19, 2025 through May 18, 2026, the "Second Renewal — Segment 1," as described in Section II of
this Third Amendment and Second Renewal, with pricing to be in accordance with the attached as
Exhibit C-1.
IV.
ALL OTHER TERMS SHALL REMAIN THE SAME
All other terms, provisions, conditions, covenants and recitals of said Agreement not
expressly amended herein shall remain in full force and effect.
V.
ELECTRONIC SIGNATURE
This Amendment may be executed in multiple counterparts, each of which shall be
original, and all of which shall constitute one and the same instrument. A facsimile copy or
Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 2 of 6
computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the
same effect as an original.
[signatures on next page]
Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 3 of 6
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth
By:
Name: Jesica McEachem
Title: Assistant City Manager
Date: 08/06/2025
Approval Recommended:
By: Gopher Harder (JL09,202511:52:19 DT)
Name: Christopher Harder
Title: Director, Water Department
Attest:
By:
Name: Jannette S. Goodall
Title: City Secretary
VENDOR:
ConvergeOne, Inc.
By:
Name: Kyle Wewe
Title: Vice President
Date:
07/23/2025
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: 9 2ry
Name: Jason Lyssy
Title: Compliance Manager
Approved as to Form and Legality:
M. ke vin Anwly-s, //
By: M. Kevin Anders, II (Jul29, 202511:59:06 CDT)
Name: M. Kevin Anders, II
Title: Assistant City Attorney
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 4 of 6
EXHIBIT C-1
CONVERGEONE INC. COST ESTIMATES
May 19, 2025 through May 18, 2026
Service Cost Description
Support services estimate for all Extreme brand
Maintenance/Support $97,009.97 network gear used in the Water Utility network
Replace Equipment $151,350.31 Estimated cost to replace end -of -life network gear
Related Technical Services $64,139.72
Configuration and implementation services for
Extreme network gear
Actual spend will be determined during the
Total Contract Authority $312,500.00 purchasing process and will be based upon available
appropriations.
Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 5 of 6
EXHIBIT D-1
Cooperative Agreement DIR-CPO-5375
Third Amendment and Second Renewal to Fort Worth City Secretary Contract No. 60027 Page 6 of 6
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
EXTREME NETWORKS, INC.
1 INTRODUCTION
1.1 Parties
This contract for Data Storage, Data Communications & Networking Equipment 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
EXTREME NETWORKS, INC. a Delaware For -Profit Corporation (hereinafter "Successful
Respondent"), with its principal place of business at 2121 RDU Center Drive, Morrisville,
North Carolina 27560.
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-577, on 10/20/2023, for Data
Storage, Data Communications & Networking Equipment and Related Services (the
"RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-577, 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. Appendix D, Service Agreement template;
6. Appendix E, Master Operating Lease Agreement;
7. Appendix F, Master Lease Agreement;
DIR Contract No. DIR-CPO-5375
EXTREME NETWORKS, INC. — 770430270
8. Exhibit 1, RFO DIR-CPO-TMP-577, including all Addenda; and
9. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-577,
including all Addenda.
B. Each of the foregoing documents is hereby incorporated by reference and
together constitute the entire agreement between DIR and Successful
Respondent.
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-577 for Data Storage, Data
Communications & Networking Equipment and Related Services. At DIR's sole
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discretion, Successful Respondent may incorporate changes or make additions to its
product and service offerings, provided that any changes or additions must be within
the scope of the RFO.
5 PRICING
5.1 Pricing Index
Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall
include the DIR Administrative Fee (as defined below).
5.2 Customer Discount
A. The minimum Customer discount for all products and services will be the
percentage off List Price (as defined below) or MSRP (as defined below), as
applicable, as specified in Appendix C, Pricing Index. Successful Respondent
shall not establish a List Price or 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 during the Term of the Contract products or services available under this
Contract are provided at a lower price to: (i) an eligible Customer (as defined in
Section 3.4 of Standard Contract Terms and Conditions) 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
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described in this Section, and this Contract shall be amended within ten (10) days
to reflect such lower price.
5.3 Changes to Prices
A. Subject to the requirements of this section, Successful Respondent may change
the price of any product or service upon changes to the List Price or MSRP, as
applicable. Discount levels shall not be subject to such changes, and will remain
consistent with the discount levels specified in this Contract.
B. Successful Respondent may revise its pricing by publishing a revised pricing list,
subject to review and approval by DIR. If DIR, in its sole discretion, finds that the
price of a product or service has been increased unreasonably, DIR may request
that Successful Respondent reduce the pricing for the product or service to the
level published before such revision. Upon such request, Successful Respondent
shall either reduce the pricing as requested, or shall remove the product or
service from the pricing list for this Contract. Failure to do so will constitute an act
of default by Successful Respondent.
5.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free
On Board Customer's Destination. No additional fees may be charged to Customers for
standard shipping and handling. If a Customer requests expedited or special delivery,
Customer will be responsible for any additional charges for expedited or special delivery.
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.
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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. Resulting Purchase Orders must reference DIR contract number;
E. Warranty policies; and
F. Return policies.
8 USE OF ORDER FULFILLERS
8.1 Authorization to Use Order Fulfillers
Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent
to utilize designated order fulfillers to provide products, services, and support resources
to Customers under this Contract ("Order Fulfillers").
8.2 Designation of Order Fulfillers
A. Successful Respondent may designate Order Fulfillers to act as the distributors
for products and services available under this Contract. In designating Order
Fulfillers, Successful Respondent must be in compliance with the State's Policy on
Utilization of Historically Underutilized Businesses. DIR and Successful
Respondent will agree on the number of Order Fulfillers that are Historically
Underutilized Businesses as defined by the CPA.
B. In addition to the required Subcontracting Plan, Successful Respondent shall
provide DIR with the following Order Fulfiller information: Order Fulfiller name,
Order Fulfiller 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
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Respondent shall enter into contracts with Order Fulfillers and use terms and
conditions that are consistent with the terms and conditions of this Contract.
E. Successful Respondent may qualify Order Fulfillers and their participation under
the Contract provided that: i) any criteria is uniformly applied to all potential
Order Fulfillers based upon Successful Respondent's established, neutrally
applied criteria, ii) the criteria is not based on a particular procurement, and iii) all
Customers are supported under the criteria.
F. Successful Respondent shall not prohibit any Order Fulfiller from participating in
other procurement opportunities offered through DIR.
8.3 Changes in Order Fulfiller
Successful Respondent may add or remove Order Fulfillers throughout the term of this
Contract upon written authorization by DIR. Prior to adding or removing Order Fulfillers,
Successful Respondent must make a good faith effort to revise its Subcontracting Plan
in accordance with the State's Policy on Utilization of Historically Underutilized
Businesses. Successful Respondent shall provide DIR with its updated Subcontracting
Plan and the Order Fulfillers information listed above.
8.4 Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall be in accordance with Section 5.
9 NOTIFICATION
All notices under this Contract shall be sent to a 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
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If sent to Successful Respondent:
Michael Swierk
EXTREME NETWORKS, INC.
2121 RDU Center Drive
Morrisville, North Carolina 27560
Phone: (603) 952-5221
Email: mswierk@extremenetworks.com
10 SOFTWARE LICENSE, AND SERVICE AGREEMENTS
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.
10.2 Service Agreement
Services provided under this Contract shall be in accordance with the Service Agreement
as set forth in Appendix D of this Contract. No changes to the Service Agreement terms
and conditions may be made unless previously agreed to by Successful Respondent and
DIR. Successful Respondent and Customer may agree to terms and conditions that do not
diminish or lessen the rights or protections of the Customer or the responsibilities or
liabilities of Successful Respondent.
10.3 Master Operating Lease Agreement
DIR and Successful Respondent hereby agree that Successful Respondent is authorized
to utilize the Master Operating Lease Agreement in Appendix E of this Contract for
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Lessees that are Texas State Agencies or otherwise authorized to conduct lease
transactions through DIR Contracts.
10.4 Master Lease Agreement
DIR and Successful Respondent hereby agree that Successful Respondent is authorized
to utilize the Master Lease Agreement in Appendix F of this Contract for DIR authorized
entities as Lessees that are not Texas State Agencies or otherwise required by statute to
utilize the Texas Public Finance Authority for such leasing transactions. Texas State
Agencies that have the requisite capital authority and who are not required to utilize such
authority via the Texas Public Finance Authority may or may not be eligible to utilize the
Master Lease Agreement; each such agency must confer with its own counsel to make
this determination.
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
update or amendment to an Additional Agreement may only apply to a resulting
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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
1. Section 5, Intellectual Property Matters, is hereby replaced in its entirety with the
following:
5 Intellectual Property Matters
This Contract does not contemplate, authorize, or support the development or
acquisition of custom software, products, or services or the creation of
intellectual property.
(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.
EXTREME NETWORKS, INC.
Authorized By: Sianature on File
Name: John Brams
Title: SVP, Americas Sales
Date• 5/7/2025 1 12:17 PM CDT
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: 5/19/2025 1 8:57 AM CDT
Office of General Counsel: Initials on File
Date: 5/19/2025 18:32 AM CDT
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FoRTWORTH.
Routing and Transmittal Slip
Water
Department
DOCUMENT TITLE: Third Amendment/Second Renewal to CSC 60027 - ConvergeOne, Inc.
TO INITIALS APPROVER
INITIALS
Rick Lisenbee, Sr. IT Manager, Water Department
Jason Lyssy, IT Manager, Water Department
Kyle Wewe, ConvergeOne Vice President - kwewe@onec1.com
Shane Zondor, Assistant Director, Water Department
Jan Hale, Deputy Director, Water Department
Chris Harder, Director, Water Department
M. Kevin Anders, II, Asst City Attorney
Jesica McEachern, Assistant City Manager
Ron Gonzales, Assistant City Secretary
Jannette Goodall, City Secretary
Allison Tidwell, Administrative Asst, City Secretary
Charmaine Baylor, Sr. IT Business Planner, Water
Approver
Signer
Signer
Approver
Approver
Signer
Signer
Signer
Approver
Signer
Form Filler
Acceptor
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EXPLANATION
Attached is the Third Amendment and Second Renewal of CSC 60027, the agreement between the City of
Fort Worth Water Department and ConvergeOne, Inc. The initial contract utilized cooperative agreement
DIR-TSO-4339. That agreement has expired, so this amendment transfers the contract to the replacement
contract, which is DIR-CPO-5375, utilizing language approved on M&C 23-0653.
CSC 60027 provides hardware, software, maintenance & support, and professional services for the Water
Department's Extreme brand networks.
The initial term and renewals will take place according to the following table provided by our Attorney:
Dates
May 19, 2025 — May 18, 2026
May 19, 2026 — May 18, 2027
May 19, 2027 — May 18, 2028
May 19, 2028 — May 18, 2029
May 19, 2029 — May 18, 2030
DIR-CPO-5375
Term
Initial Term
Initial Term
First Renewal Term
First Renewal Term
Second Renewal Term
Citv Agreement
Segment/Renewal
Second Renewal — Segment 1
Second Renewal — Segment 2
Third Renewal —Segment 1
Third Renewal — Segment 2
Fourth Renewal
The total contract spending authority will remain at $312,500.00.
If you have any questions or concerns, please email me.
Thank you,
Charmaine Baylor
Sr. IT Business Planner, Water IT
Water Department
Phone: (817) 392-6629