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HomeMy WebLinkAboutContract 56756-A3R4CSC No. ___________ THIRD AMENDMENT AND FOURTH RENEWAL TO FORT WORTH CITY SECRETARY CONTRACT NO. 56756 This Third Amendment and Fourth Renewal is entered into by and between the City of Fort Worth (“City,”) a Texas home rule municipality, and Archive Supplies, Inc. (“Vendor,”) a Texas Corporation. City and Vendor are each individually referred to herein as a “party” and collectively referred to as the “parties.” WHEREAS, City and Vendor entered into an Agreement identified as City Secretary Contract No. 56756 beginning November 30, 2021 (the “Agreement”) utilizing DIR-TSO-4159 (the “Cooperative Contract”) WHEREAS, on September 13, 2025, the Cooperative Contract expired; WHEREAS, on July 18, 2025, DIR and Vendor executed a replacement to the Cooperative Agency Contract, Cooperative Contract No. DIR-CPO-5850 (“Successor Contract”); WHEREAS, it is now the collective desire of the parties to amend the Agreement to incorporate and align the terms of the Successor Contract; WHEREAS, the parties also desire to clarify the renewal options available and renew the Agreement for a renewal term to begin September 14, 2025 and set to expire July 18, 2026. NOW, THEREFORE, the parties, acting herein by the through their duly authorized representatives, enter into the following agreement: I. AMENDMENTS 1. The Agreement is hereby amended to incorporate the Successor Cooperative Contract, DIR-CPO-5850, attached hereto to this Third Amendment and Fourth Renewal as Exhibit C-1 and Exhibit D-1 of the Agreement. 2. The Agreement is hereby amended to align the renewal terms of the Successor Contract and clarify that, following this Fourth Renewal term, four (4) additional one-year renewal options remain. II.RENEWALS The Agreement is hereby renewed for an additional one-year Renewal Term to begin September 14, 2025 and set to expire July 18, 2026. III.MISCELLANEOUS Third Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 56756 Page 2 of 5 All other terms, provisions, conditions, covenants and recitals of the Agreement not expressly amended herein shall remain in full force and effect. [Signature Page Follows] [Executed effective as of the date signed by the Assistant City Manager below.]/ [ACCEPTED AND AGREED:] City: By: Dianna Giordano (Oct 23, 202515:06:07 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 10/23/2025 Archive Supplies, Inc. ��� .. ��� Title: C,t:0 Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: Name: CaJ1dace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: NIA Approval Date: NIA Form 1295: N/A 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. AH,,,,_,,;,,,, A�W31fr By: --;,-Cl Name: Angela Alonzo Title: Sr. IT Solutions Manager City Secretary: By: Name: Jannette Goodall Title: City Secretary Third Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 56756 Page 3 ofS Third Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 56756 Page 4 of 5 Exhibit C-1 DIR Contract No. DIR-CPO-5850 (Attached) STATE OF TEXAS DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES HP Inc. 1 INTRODUCTION 1.1 Parties This contract for Hewlett-Packard Manufacturer Branded Hardware, Software, Cloud 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 HP Inc. a Delaware For-Profit Corporation (hereinafter “Successful Respondent”), with its principal place of business at 1501 Page Mill Road, Palo Alto, California, 94304. 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-589, on March 27,2024, for Hewlett-Packard Manufacturer Branded Hardware, Software, Cloud and Related Services (the “RFO”). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-589, 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.DIR Appendix A, Standard Terms and Conditions; 3.DIR Appendix B, Successful Respondent’s Historically Underutilized Businesses Subcontracting Plan; 4.DIR Appendix C, Pricing Index; 5.DIR Appendix D, Software Licensing and Software and Hardware Support Agreement; 6.HP Inc. Appendix E Managed Print Services Agreement; 7.HP Inc. Appendix E1 Premium MPS Support Schedule; DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 2 of 14 DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 8.HP Inc. Appendix E2 Premium MPS Managed Cartridge Billing Agreement; 9.HP Inc. Appendix E3 Managed Device Services; 10.HP Inc. Appendix F Master Lease Agreement (Per Amendment 1); 11.HP Inc. Appendix F-1 MLA Purchase Schedule (Per Amendment 1); 12.HP Inc. Appendix F-2 MLA Schedule FMV (Per Amendment 1); 13.Exhibit 1, RFO DIR-CPO-TMP-589, including all Addenda; and 14.Exhibit 2, Successful Respondent’s Response to RFO DIR-CPO-TMP-589, 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. DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 3 of 14 4 PRODUCT AND SERVICE OFFERINGS DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 Products and services available under this Contract are limited to the technology categories defined in Request for Offer DIR-CPO-TMP-589 for Hewlett-Packard Manufacturer Branded Hardware, Software, Cloud and Related Services. At DIR’s sole discretion, Successful Respondent may incorporate changes or make additions to its product and service offerings, provided that any changes or additions must be within the scope of the RFO. 5 PRICING 5.1 Pricing Index Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee (as defined below). 5.2 Customer Discount A. The minimum Customer discount for all products and services will be the percentage off List Price (as defined below) or MSRP (as defined below), as applicable, as specified in Appendix C, Pricing Index. Successful Respondent shall not establish a List Price or 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 DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 4 of 14 DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 quoted by Successful Respondent for a quantity of one (1), but does not apply to volume or special pricing purchases. Successful Respondent shall notify DIR within ten (10) days of providing a lower price as described in this Section, and this Contract shall be amended within ten (10) days to reflect such lower price. 5.3 Changes to Prices A. Subject to the requirements of this section, Successful Respondent may change the price of any product or service upon changes to the List Price or MSRP, as applicable. Discount levels shall not be subject to such changes, and will remain consistent with the discount levels specified in this Contract. B. Successful Respondent may revise its pricing by publishing a revised pricing list, subject to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a product or service has been increased unreasonably, DIR may request that Successful Respondent reduce the pricing for the product or service to the level published before such revision. Upon such request, Successful Respondent shall either reduce the pricing as requested, or shall remove the product or service from the pricing list for this Contract. Failure to do so will constitute an act of default by Successful Respondent. 5.4 Shipping and Handling Prices to Customers shall include all shipping and handling fees. Shipments will be Free On Board Customer’s Destination. No additional fees may be charged to Customers for standard shipping and handling. If a Customer requests expedited or special delivery, Customer will be responsible for any additional charges for expedited or special delivery. 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 fifty hundredths of a percent (0.50%) of all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $500. 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. DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 5 of 14 DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 7 INTERNET ACCESS TO CONTRACT AND PRICING INFORMATION In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract and Pricing Information, Successful Respondent shall include the following with its webpage: A. A current price list or mechanism to obtain specific contract pricing; B. MSRP/list price or DIR Customer price; C. Discount percentage (%) off MSRP or List Price; D. Warranty policies; and E. Return policies. 8 USE OF ORDER FULFILLERS 8.1 Authorization to Use Order Fulfillers Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize designated order fulfillers to provide products, services, and support resources to Customers under this Contract (“Order Fulfillers”). 8.2 Designation of Order Fulfillers A.Successful Respondent may designate Order Fulfillers to act as the distributors for products and services available under this Contract. In designating Order Fulfillers, Successful Respondent must be in compliance with the State’s Policy on Utilization of Historically Underutilized Businesses. DIR and Successful Respondent will agree on the number of Order Fulfillers that are Historically Underutilized Businesses as defined by the CPA. B.In addition to the required Subcontracting Plan, Successful Respondent shall provide DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller 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. DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 6 of 14 DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 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. 15th St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-4700 If sent to Successful Respondent: Elizabeth Leach Contracts Sales Manager HP Inc. DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 7 of 14 1501 Page Mill Road Palo Alto, CA 94304 Phone: (501) 849-4740 Email: Elizabeth.Leach@hp.com 10 SOFTWARE LICENSE, LEASE, AND SERVICE AGREEMENTS 10.1 Software License Agreement DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 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 Lessees that are Texas State Agencies or otherwise authorized to conduct lease transactions through DIR Contracts. DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 8 of 14 10.4 Master Lease Agreement DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 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 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 DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 9 of 14 DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 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 3.11, Statement of Work (SOW) is hereby replaced in its entirety with the following: Means a document entered into between Customer and Successful Respondent describing a specific set of activities that Successful Respondent is to provide Customer, issued pursuant to the Contract. 2.Section 4.2 (C), Modification of Contract Terms and/or Amendments is hereby replaced in its entirety with the following: C. Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Successful Respondent may be added in a Purchase Order or Statement of Work and given effect. No additional term or condition added in a Purchase Order issued by a Customer can conflict with or diminish a term or condition of the Contract. Pre-printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer’s Purchase Order and the Contract, the Contract term shall control. 3.Section 5.1-5.12, Intellectual Property Matters Definitions is hereby replaced in its entirety with the following: DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 10 of 14 DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 This contract does not contemplate, authorize or support acquisition of customized products or services, or the creation of intellectual property. No transfer of ownership of any intellectual property will occur under this Agreement. 4.Section 7.1, Service, Sales and Support of the Contract is hereby replaced in its entirety with the following: Successful Respondent shall provide service, sales, and support resources to serve all Customers. It is the responsibility of Successful Respondent to sell, market, and promote products and services available under the Contract. Successful Respondent shall use commercially reasonable efforts to ensure that potential Customers are made aware of the existence of the Contract. All contracts for and sales to Customers for products and services available under the Contract shall be in accordance with the Contract. 5.Section 10.1.1 (A), Indemnities by Successful Respondent is hereby replaced in its entirety with the following: A. Successful Respondent shall defend, indemnify, and hold harmless DIR, the State of Texas, and Customers, AND/OR THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, SUCCESSORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES FOR THIRD PARTY CLAIMS arising out of, resulting from, or related to: Subsections 10.1.1.A.i-iv remain unchanged. 6.Section 10.6, Equal Opportunity Compliance is hereby replaced in its entirety with the following: Successful Respondent agrees to abide by all applicable laws, regulations, and executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State of Texas in which its primary place of business is located. In accordance with such laws, regulations, and executive orders, Successful Respondent agrees that no person in the United States shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment with or participation in, be denied the DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 11 of 14 DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 benefits of, or be otherwise subjected to discrimination under any program or activity performed by Successful Respondent under the Contract. If Successful Respondent is found to be not in compliance with these requirements during the term of the Contract, Successful Respondent agrees to take appropriate steps to correct these deficiencies. Upon request, Successful Respondent will furnish information regarding its nondiscriminatory hiring and promotion policies, as well as specific information on the composition of its principals and staff, including the identification of minorities and women in management or other positions with discretionary or decision-making authority to the extent such information is included in its public filings or other public-facing materials. 7.Section 10.11, Background and/or Criminal History Investigation is hereby replaced in its entirety with the following: Prior to commencement of any services, background and/or criminal history investigation of Successful Respondent’s employees and Third-Party Providers who will be providing services to the Customer under the Contract may be performed by the Customer or the Customer may require that Successful Respondent conduct such background checks. Should any employee or Third- Party Provider of Successful Respondent who will be providing services to the Customer under the Contract not be acceptable to the Customer as a result of the background and/or criminal history check, then Customer may immediately terminate its Purchase Order and related Service Agreement or request replacement of the employee or Third-Party Provider in question. Successful Respondent and Customer may enter into a written agreement for alternate background check requirements and processes. 8.Section 10.15.1, Commercial General Liability is hereby replaced in its entirety with the following: Commercial General Liability includes $1,000,000.00 per occurrence for Bodily Injury and Property Damage (HP’s General Liability coverage is not limited by an aggregate); Medical Expenses per person of $5,000.00; Personal Injury and Advertising Liability of $1,000,000.00; $2,000,000.00 per occurrence for Products/Completed Operations, and Damage to Premises Rented: $50,000.00. Agencies may require additional Umbrella/Excess Liability insurance. The policy shall contain the following provisions: DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 12 of 14 DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 A. Blanket contractual liability coverage for liability assumed under the Contract; B. Independent Contractor coverage; C. State of Texas, DIR, and Customer listed as an additional insured; and D. Waiver of Subrogation. 9.Section 11.2.1.1, Termination for Non-Appropriation by Customer is hereby replaced in its entirety with the following: Customers may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i) by the governing body on behalf of local governments; ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non-appropriation, Customer shall endeavor to provide Successful Respondent thirty (30) days’ written notice, but not less than ten (10) calendar days written notice of intent to terminate. In the event of such termination, Customer will not be in default or breach under the Purchase Order or the Contract, nor shall it be liable for any further payments ordinarily due under the Contract (except for Products shipped and accepted and Support and Services performed to the extent funds are available for payment), nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. 10.Section 11.2.1.2, Termination for Non-Appropriation by DIR is hereby replaced in its entirety with the following: DIR may terminate the Contract if funds sufficient to pay its obligations under the Contract are not appropriated: by the i) Texas legislature or ii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non- appropriation, Successful Respondent will be provided thirty (30) calendar days written notice of intent to terminate. In the event of such termination, DIR will not be in default or breach under the Contract (except for Products shipped and accepted and Support and Services performed to the extent funds are available for payment), nor shall it be liable for any further payments ordinarily due under the Contract, nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Page 13 of 14 DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 11.Section 11.2.3, Termination for Convenience is hereby replaced in its entirety with the following: DIR may terminate the Contract, in whole or in part, by giving the other party thirty (30) calendar days’ written notice. A Customer may terminate a Purchase Order or other contractual document or relationship pursuant to this Contract by giving the other party thirty (30) calendar days’ written notice. 12.Section 12, Non-Solicitation of State Employees is hereby replaced in its entirety with the following: Successful Respondent shall not solicit, directly or indirectly, any employee of DIR who is associated with the Contract for a period of ninety (90) calendar days following the expiration or termination of the Contract. Further, Successful Respondent shall not solicit, directly or indirectly, any employee of a Customer who is associated with a Purchase Order for a period of ninety (90) calendar days following the expiration or termination of such Purchase Order. This Section does not preclude Successful Respondent from placing help wanted advertisements or DIR employees associated with the Contract or employees of a Customer who is associated with a Purchase order from pursuing employment opportunities with the Successful Respondent on their own initiative. (Remainder of this page intentionally left blank.) Page 14 of 14 DIR Contract No. DIR-CPO-5850 HP Inc. – 94-1081436 This Contract is executed to be effective as of the date of last signature. HP Inc. Authorized By: Name: Deborah Kaiser Title: Direct Customer Contracts Manager Date: 7/15/2025 The State of Texas, acting by and through the Department of Information Resources Authorized By: Name: Lisa Massock Title: Chief Procurement Officer Date: 7/18/2025 Office of General Counsel: Date: 7/18/2025 DIR-CPO-TMP-589 Version 1.0 Rev. 3/21/23 Third Amendment and Fourth Renewal to Fort Worth City Secretary Contract No. 56756 Page 5 of 5 Exhibit D-1 DIR-CPO-5850 Pricing Index (Attached) HP Inc. Appendix C - Pricing Index DIR-CPO-5850 Product Category DIR Customer Discount % Off MSRP/List Price Desktops Entry-Level & Specialty Desktops (include all AIO) 29.00% Mid-Range Desktops 34.00% High-End Desktops 34.00% Desktop CTO Modules 29.00% Retail Solutions (RPOS) 29.00% Promotions (Desktops and RPOS) 1.00% Workstations Entry Level, Value, & Mid-Range Workstations 35.00% High-End Workstations 37.00% Workstation CTO Modules 35.00% Promotions (Workstations) 1.00% Thin Clients Thin Clients Desktop and Mobile 22.00% Promotions (Thin Clients) 1.00% Monitors Monitors 20.00% Promotions (Monitors) 1.00% Notebooks and Tablets Entry-Level Notebooks 31.00% Value Notebooks 31.00% Ultra-Light & Tablet PCs 34.00% Mid-Range Notebooks and Tablets 32.00% High-End and Workstation Mobility 35.00% Notebook & Tablet PC CTO Modules 32.00% Promotions (Notebooks and Tablets) 1.00% Notebook Accessories -Education Software 30.00% Printers and Scanners Printers, MFD, Large Format 39.00% Scanners 35.00% A3 Contractual Printers 77.00% PageWide XL Bundles 39.00% Workflow Hardware 28.00% Print Security Software 30.00% Poly Products Poly Audio (UDX101 BW)39.50% Poly Audio (UDX101)26.50% Poly Audio (UDX102) 39.50% Poly Audio (UDX103) 21.00% Poly Audio (UDX104) 34.50% Poly Audio (UDX105) 21.00% Poly Voice (UDZ104) 34.00% Poly Voice (UDZ204) 34.00% Poly Voice (UDZ205) 19.00% Poly Video (UDY104)10.00% Poly Video (UDY105)16.00% Poly Video (UDY201)22.00% Poly Video (UDY202)28.00% Poly Video (UDY303)5.00% Poly Video (UDY301)8.00% Product Category DIR Customer Discount % Off MSRP/List Price Related Services/Services Managed Print Services 17.00% Care Pack Services 29.00% Care Pack Services Promotions 1.00% Custom Services 10.00% Factory Services 10.00% HP Proactive Management and Security Solutions 10.00% HP Device Recovery Services 10.00% Poly Audio Services 2.00% Printing Supplies can only be sold by Managed or Leasing Agreements under this contract. Note: Vendor's quote to DIR Customers shall include the Administrative Fee. The fee will be added to the Firm Price and/or MSRP after the DIR Discount % MSRP is applied. F�RT ��RTH�} City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Archive Supplies, Inc. Subject of the Agreement: Third Amendment and Fourth Renewal to CSC 56756 for the lease of mail processing equipment M&C Approved by the Council? * Yes ❑ No 8 If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 8 No ❑ 56756 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? XYes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: September 14, 2025 If�different from lhe approval date. Expiration Date: July 18, 2026 If applicable. Is a 1295 Form required? * Yes ❑ No 8 *If so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processin� in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the infor7nation is required and if the information is nol provided, the contract will be returned to the department. 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