HomeMy WebLinkAboutPR 24595: RECON INFOSEC MANAGE DETECTION AND RESPONSE 0- i
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www.PortArthurTx.gov
INTEROFFICE MEMORANDUM
Date: October 17, 2025
To: The Honorable Mayor and City Council
Through: Ronald Burton, City Manager
From: Fay Young, Information Technology Director . . G
v
RE: Proposed Resolution No. 24595 —Recon Infosec Manage Detection and
Response
Introduction:
This Agenda Item intends to seek the City Council's authorization for the City Manager to
enter into a three-year agreement with Recon Infosec for the provision of their Managed
Security Operations (MSO) solution. MSO is available through the Texas Department of
Information Resources DIR-CPO-4890 Master Solutions Agreement for an annual amount of
$71,995.00. The Total amount for a three-year total is $215,865.00.
Background:
This purchase will enable the city to improve its cybersecurity posture through Managed
Detection and Response (MDR), perimeter network monitoring, and tactical threat intelligence
Budget Impact:
Funds for year one in the amount of$71,995.00 are available in IT Account 001-09-023-5450-
00-10-000-. Funds for years two and three are subject to future budget approvals by the City
Council.
Recommendation:
It is recommended that City Council authorize the City Manager to enter into a three-year
agreement with Recon Infosec for the provision of their Managed Security Operations (MSO)
solution. MSO is available through the Texas Department of Information Resources DIR-CPO-
4890 Master Solutions Agreement for an annual amount of$71,995.00 with a three-year total
of$215,865.00, with years two and three subject to future budget approvals by the City
Council.
"Remember,we are here to serve the Citizens of Port Arthur"
P.O.Box 1089 X Port Arthur,Texas 77641-1089 X 409.983.8101 X FAX 409.982.6743
P.R. NO. 24595
FY 10/17/2025
RESOLUTION NO.
A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A THREE-
YEAR AGREEMENT WITH RECON INFOSEC FOR MANAGED SECURITY
OPERATIONS TO STRENGTHEN THE CITY'S CYBERSECURITY POSTURE AND
REDUCE RISK THROUGH CONTINUOUS MONITORING, PROACTIVE THREAT
DETECTION, AND EXPERT INCIDENT RESPONSE, THROUGH THE TEXAS
DEPARTMENT OF INFORMATION RESOURCES DIR-CPO-4890 MASTER
SOLUTIONS AGREEMENT FOR THE ANNUAL AMOUNT OF $71,995.00. FUNDING
FOR YEARS TWO AND THREE ARE SUBJECT TO THE APPROPRIATION OF
FUNDS. YEAR ONE FUNDING IS AVAILABLE IN THE INFORMATION
TECHNOLOGY PROFESSIONAL SERVICES ACCOUNT 001-09-023-5420-00-10-000-.
WHEREAS,the City seeks to strengthen it's security posture and defend against malicious
cyber-attacks; and
WHEREAS,Recon Infosec's Managed Security Operations(MSO) solution will provide
24X7 monitoring of the network, endpoints, and cloud environments; and
WHEREAS, Recon Infosec MSO includes access to cross-functional expertise including
Security Engineers, Detection Engineers, Threat Hunters, and Incident Responders; and
WHEREAS, the Texas Department of Information Resources has established Master
Solutions Agreement DIR-CPO-4890; and
WHEREAS,the Texas Department of Information Resources is a cooperative purchasing
program for state and local governments; and
WHEREAS, Chapter 271 of the Local Government Code allows a city, by resolution of
its governing body,to participate in cooperative purchasing programs as an alternative to a formal
bid process; and
WHEREAS,Recon Infosec can provide Managed Services through the Texas Department
of Information Resources Master Solutions Contract DIR-CPO-480 for the annual amount of
$71,995.00 for a three-year total of$215,865.00; and
WHEREAS, funding for years two and three are subject to annual appropriation of funds;
and
WHEREAS, Recon Infosec solutions agreement is attached as"Exhibit A".
P.R. NO. 24595
FY 10/17/2025
NOW THEREFORE,BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR,TEXS:
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That,the City Council hereby authorizes a three-year agreement with Recon
Infosec for Managed Security Operations through the Texas Departmen of Information Resources
Master Solutions Contract DIR-CPO-480 for the annual amount of$71,995.00 for a three-year
total of$215,865.00 with years two and three subject to appropriation of funds in substantially the
same form as attached hereto as Exhibit"A". Funding for year one is available in the Information
Technology Professional Services Account 001-09-023-5420-00-10-000-.
Section 3. That a copy of the caption of this Resolution be spread upon the Minutes of
the City Council.
READ, ADOPTED AND APPROVED this the day of November, A.D. 2025at a
regular meeting of the City of Port Arthur, Texas by the following vote:
Ayes:
Mayor:
Councilmembers:
Noes:
Charlotte M. Moses, Mayor
ATTEST:
Sherri Bellard, City Secretary
P.R. NO. 24595
FY 10/17/2025
APPROVED AS TO FORM:
Roxann Pais Cotroneo, City Attorney
APPROVED FOR ADMINISTRATION:
A.4 7/7),,,,D#W
Ronal carton Clift n illiams
City Manager Purchasing Manager
UALL
Fay Yottn CGCIO, MP
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Information Technology Director
APP °OVED AS TO AVAILABILITY OF FUNDS:
f ' OA
'i n i :o well, ISMA-CM, MA
Director of Finance
P.R. NO. 24595
FY 10/17/2025
Exhibit A
P.R. NO. 24595
FY 10/17/2025
Exhibit A
RECON TM
INFOSEC
City of Port Arthur 2025 MSO (36 Month
Term)
City of Port Arthur Reference:20250909-131925381
444 4th Street Quote created:September 9,2025
Port Arthur,TX 77640 Quote expires:November 30,2025
United States Quote created by:Andrew Denning
• Account Executive
aden n i ng@recon i nfosec.com
Elvis Rushing +17036253324
elvis.rushing@portarthurtx.gov
Fay Young
•
fay.young@portarthurtx.gov
(409)983-8164
Products& Services
Item & Description
Managed Security Operations (MSO)
Annual subtotal $71,955.00
Annual Total $71,955.00
Total Contract Value $215,865.00
Managed Security Operations(MSO) includes the following:
• Managed Detection and Response(MDR)
• Dedicated Endpoint Agent (Workstation/Server)
• Perimeter Network Monitoring
• Cloud Authentication and Identity Monitoring and Response
• Tactical Threat Intelligence
• Deception Systems(1 Canary System,Unlimited Canary Tokens)
• Proactive Threat Hunting
• Recon Security Operations Portal
• Immediate Incident Response (30 hours)
• Security Guidance for IT and Business Operations
• Active Risk Management Guidance
Purchase terms
This quote is for the customer's current endpoint count and allows for expansion up to a total of 650
endpoints.
Effective Date:12/01/2025-11/30/2028
Term:36 months
Payment for MSO Services are due in advance of the service period.
This MSO Agreement is effective upon signing and is subject to and incorporates by reference the DIR-CPO-
4890 terms and conditions(the Master Solution Agreement or the"MSA"),which can be found at:
https://dirtexas.gov/contracts/dir-cpo-4890.
Termination for Non-Appropriation by Customer:
Customers may terminate Purchase Orders if funds sufficient to pay its obligations under theContract 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 GovernmentCode. In the event of non-appropriation,Successful
Respondent will be provided 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 forany 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.
TO THE FULL EXTENT PERMITTED BY THE AGREEMENT AND APPLICABLE LAWS, RECON SHALL NOT BE
LIABLE FOR PUNITIVE,SPECIAL,OR CONSEQUENTIAL DAMAGES,AND RECON'S TOTAL AGGREGATE
LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATED TO THIS PURCHASE
ORDER SHALL BE LIMITED TO TWO-TIMES THE TOTAL VALUE OF THIS PURCHASE ORDER.
By signing this MSO Agreement,each party represents and warrants that is has read and understands the
MSA that is incorporated by reference to this MSO Agreement and agrees to be bound by the terms of the
MSA,and it has full power and authority to accept the MSA and this MSO Agreement.
Signature
Signature Date
Printed name
Countersignature
Countersignature Date
Printed name
Questions? Contact me
Andrew Denning
Account Executive
adenning@reconinfosec.com
+17036253324
Recon InfoSec
11824 Jollyville Rd,Suite 404
Austin,TX 78759
United States
URECONTM
I N FOS EC
Managed Security Operations
(MSO) Service Definition
The cybersecurity space is noisy and marketing messages of all kinds are plastered across the
web, emails, event booths, billboards and some even show up on really impressive race cars. As
you consider Recon InfoSec, here are some key terms and capabilities to help you understand
our services better.
Recon Managed Security Operations
How important are Security Operations? We believe that Security Operations is the essential
foundation of all effective cybersecurity.
At its simplest, Security Operations is the process of gathering information from across an
organization's environment and using it effectively for cyber defense. At its best, Security
Operations provides threat-centric, data-driven insight to help the organization make better Risk
Management decisions, optimize its current IT investment, and respond immediately to active
threats. Security Operations should drive all other cybersecurity initiatives and investments.
Effective Security Operations requires process, technology, and people. Recon MSO includes all
three.
• Recon MSO provides end-to-end, threat-centric, process-driven 24/7 Security Operations.
• Our platform empowers analysts by offering comprehensive visibility. It provides
system-level detection and leverages advanced SOAR automation.
• Recon MSO includes access to cross functional expertise. This includes Security
Engineers, Detection Engineers, Security Analysts, Threat Hunters, Incident Responders
and Cybersecurity Consultants.
The result is distinctively effective security operations that our customers love.
The 12 major components of Recon MSO are outlined below.
Recon InfoSec-Confidential I www.reconinfosec.com I 1
•
Managed Detection and Response (MDR)
Recon offers an integrated approach combining people, processes, and technology to
deliver a comprehensive security solution. Our team consists of motivated and qualified
security analysts and security engineers, forming the Security Operations Center(SOC). We
adopt a professional approach to deliver 24/7 security operations. Recon is continuously
improving its platform. We integrate SIEM, SOAR, alerting, escalations, integrations, custom
detections, and more, ensuring effective management with less noise and toil. Our goal is
to provide fast, accurate, and actionable answers to enable efficient and effective security.
If response is warranted we will work through our agreed response steps quarantining
endpoints, disabling user access or other agreed steps. We respond with confidence and
speed and offer full transparency into why our actions were taken.
• Ingestion and augmentation of existing data sources with the Recon Security Stack
(RSS)
• Playbooks and Automation to correlate events across multiple log sources
Detection engineering
• Security engineering
• Escalations and incident response
• Human Driven Response and Expertise
• Key Client Contact and Resource Response Customization
• All sensor, log aggregation and SIEM licensing
• Maintenance and 12 month retention of telemetry from integrated sources
Advanced Email Protection (AEP)
Email is one of the primary attack vectors faced by every company. Recon InfoSec's
Advanced Email Protection (AEP) delivers best-in-class email detection, prevention, and
response capabilities for malicious emails. This service integrates top-tier technology from
Sublime for enhanced email triage, and highly experienced human analysts. AEP includes
features such as email OCR, key client contact detection, Al analysis of text for threats, and
malicious email detection engineering. Additionally, the detection customization ensures
the system is finely tuned to meet each client's specific needs. Finally, Recon InfoSec
manages all aspects of user reported emails including the analysis of each submission and
the response to the user to clarify if the email was malicious or not. By managing user
reported emails, Recon is able to remove that toil from our customers and respond more
Recon InfoSec I www.reconinfosec.com I 2
S
rapidly to create new detections for emerging threats.
• Email image OCR
• Key Client Contact Detection Customizations
• Al Analysis of Text for Threats
• User Reported Email Triage and Management
• Malicious Email Detection Engineering
• Detection Customization to Tune to Client Needs
• Malicious email remediation (removal)
Endpoint Detection and Response (EDR)
Recon deploys a powerful EDR agent to your environment that works in parallel with your
antivirus solution. Our agent provides no-reboot, quick deployment, powerful, custom
alerting tailored to your environment enabling faster and more accurate root cause
determination without relying on cumbersome and slow forensics. This capability allows
our skilled analysts to swiftly isolate affected machines and contain malicious activity.
At Recon InfoSec, we also prioritize flexibility and integration with your existing security
infrastructure. If you have an existing EDR tool in place, Recon will ingest and monitor the
alerts it generates along with our EDR solution This ensures that we can seamlessly
integrate with your established systems, providing enhanced visibility and leveraging your
existing investments.
Recon InfoSec provides first class endpoint detection and response. By leveraging
advanced telemetry from physical and virtual Windows, Mac, and Linux endpoints, and
integrating with your Antivirus, VPN, Firewall, and IDS systems, Recon InfoSec constructs a
comprehensive picture of all the endpoint and network activity in your environment. With
this picture we have an understanding of how the environment behaves in normal
conditions, making it easier for our team to identify risky/malicious behaviors. This holistic
approach ensures a robust security posture and peace of mind, knowing that your
environment is protected by a multi-layered defense strategy.
Perimeter Network Monitoring
A key part of Recon's strategy of comprehensive visibility is gathering security-relevant
telemetry from your network perimeter including VPNs and firewalls. We retain this
Recon InfoSec I www.reconinfosec.com 13
telemetry for 1 year. Although alerts from these sources can often be high noise and low
signal, they are critical early signs an attack might be starting and are important correlating
data points for our detections.
Cloud Authentication and Identity Monitoring and
Response
As the industry has pivoted to cloud based services, attackers have shifted to targeting
identity as their primary point of compromise. "It's easier to steal a car if you already have
the keys." These attackers are also changing tactics to act much more aggressively once
they have compromised even a single user account. Monitoring and responding to identity
telemetry has therefore become an absolutely necessary part of the overall security
picture. Recon InfoSec leverages advanced tooling, industry expertise, second to none
automated detection, and our 24x7 SOC to provide human-driven analysis and response.
This enables us to catch not only suspicious login activity but also the follow-on activities
that others miss.
Tactical Threat Intelligence
Recon InfoSec analysts stay on top of multiple intelligence sources, ensuring they are
responding to the most current threats that may impact your organization. Recon InfoSec
tracks threats to your technology and your industry to assist you in managing risk. Our
knowledge of each customers' environment allows us to curate the right information and
create personalized response and mitigation strategies.
Threat intelligence is also a primary driver for our hypotheses for Threat Hunts. Those
hunts are then often the basis for new Detections, and Security Guidance. When Recon
InfoSec becomes aware of a new threat that may impact your organization we will provide
a notice and recommendations for mitigating your risk. This keeps our customers resilient
against the most recent tactics techniques and procedures (TTPs) as adversaries continue
to evolve.
Deception Systems (Canary Systems/Tokens)
Recon collaborates with clients to implement and monitor a canary system that mimics a
high-value asset within their network. Additionally, Recon will provide guidance so clients
can deploy canary tokens that imitate valuable files, such as insurance documents and API
Recon InfoSec I www.reconinfosec.com I 4
tokens, which would attract potential bad actors. Recon will continuously monitor the
canary system and as many of these canary tokens as clients deploy, giving the defensive
team a strategic advantage on their own turf.
If a client wants to deploy additional canary systems they are available at a small
incremental cost and can be deployed easily through Reon's portal. Any additional canary
systems which are purchased will be fully monitored as part of the deception system
service.
Proactive Threat Hunting
Recon InfoSec is passionate about threat hunting as a core element of effective security
operations. Our approach involves systematic searches to identify threats that automated
systems miss. Environment-specific proactive threat hunting tailors strategies to the unique
vulnerabilities of different organizational environments. Effective threat hunting goes
beyond existing detections, using a hypothesis-driven approach that assumes past
breaches to actively search for hidden threats. This method leverages a deep
understanding of the threat landscape and the organization's environment. By employing
these strategies, we ensure a robust and proactive security posture, continuously seeding
and refining our detection engineering.
Our analysts don't just wait for alerts; we are proactively searching your environment for
malicious activity based on the latest threats and attacker tactics. Proactive threat hunting
is a core element of effective security operations that drives us to continuously improve,
build new detections, and keep pace with attackers. Recon uses a hypothesis-driven
approach that assumes successful past breaches to actively search for hidden threats. This
method leverages a deep understanding of the threat landscape and the organization's
environment.
Recon Security Operations Portal
The Recon Portal is a centralized interface designed to provide complete transparency into
the workings of the Recon Managed Security Operations (MSO) engine. Good detections
depend on good data, so the portal tracks and displays the state of data integrations over
time, ensuring we have the right data at the right time. This continuous monitoring builds
confidence in our detection capabilities.
Recon InfoSec i www.reconinfosec.com I 5
Each investigation, whether a false positive or true positive, is available along with
contextual data and the history of the investigation as well as notes from the Recon analyst
who worked the case explaining how they reached the conclusions they did and detailing
the actions they took. This transparency demonstrates the efficiency of our engine and
showcases our success in reducing alert fatigue and noise. The Recon Portal also includes
support chat, support ticket history, and our knowledge base, making it easy for customers
to get the help they need.
Our integration into customer environments allows us to proactively identify and
recommend mitigation steps for major vulnerabilities, such as outdated software versions
on hosts running our agent. The portal highlights our active processing of data and
handling of investigations, providing customers with confidence in our effectiveness.
By consolidating data and customer interactions into one tool, the Recon Portal ensures
customers have access to all necessary information in a single place. This setup allows our
team to use the best tools for each job, adapting to changes over time, and maintaining the
highest level of security for our customers.
Incident Response
Incident Response (IR) at Recon InfoSec is a comprehensive, full-spectrum process that
spans from threat intelligence to IR. Our immediate response advantage means there are
no delays for contact, coordination, contracting, access, or orientation. Recon InfoSec acts
as your dedicated team, not the insurance company's team, ensuring a swift and seamless
approach to managing and mitigating security incidents.
We act quickly and decisively on your behalf based on an agreed response plan. By
partnering closely with our clients, we gain a deep understanding of how you want us to
respond in various situations. This collaboration ensures that our response actions are
tailored specifically to your organization's needs, leading to a more effective and timely
resolution of security incidents.
Security Guidance for IT and Operations
In order to operate efficiently and securely in a digital environment it is crucial to have solid
collaboration between security, IT, and business operations. As part of the MSO service
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Recon brings the expertise in security operations to that triangle of collaboration. Recon
stays on top of current cyber threat trends, security best practices, and new technologies to
be able to provide actionable guidance to your IT and business operations.
This collaboration can be in the form of recommendations on configuration or technology
changes, feedback on business or IT processes that impact security, or recommendations
for staff training opportunities. As an MSO client, you are able to reach out at any time for
guidance on security topics including but not limited to:
• Current security best practices
• Security control implementation using existing technologies
• Security technology changes and updates
• Secure network or system configurations
• IT or security process or plan improvements or testing
• Threats targeting your company's industry or region
Active Risk Management Guidance
Recon provides threat-centric, intel-driven, data-informed risk guidance to your
organization. We use our understanding and familiarization with your environment and
visibility into threats targeting your systems to drive risk focused recommendations. During
your monthly meetings we review your organization's threat landscape, review identified
risks, and provide options for remediating those risks. Better informed decisions lead to
better cybersecurity and allow you to optimize your cybersecurity budget.
Recon InfoSec www.reconinfosec.com 17
SIIMIII
Department of Information Resources
Appendix A
Standard Contract Terms and Conditions
Cooperative Contracts
Recon InfoSec, Inc.
DIR-CPO-4890
Contents
1 Contract Scope 5
2 No Quantity Guarantees 5
3 Definitions 5
3.1 Compliance Check 5
3.2 Contract c
3.3 CPA 5
3.4 Customer 5
3.5 Business day 6
3.6 DIR 6
3.7 Effective Date 6
3.8 Invoice 6
3.9 Purchase Order 6
3.10 State 6
3.11 Statement of Work(SOW) 6
3.12 Subcontracting Plan 6
3.13 Successful Respondent 6
3.14 Third-Party Provider 7
4 General Provisions 7
4.1 Entire Agreement 7
4.2 Modification of Contract Terms and/or Amendments 7
4.3 Invalid Term or Condition 7
4.4 Assignment 8
4.5 Survival 8
4.6 Choice of Law 8
4.7 Limitation of Authority 8
4.8 Proof of Financial Stability 9
4.9 Data Location 9
4.10 Independent Contractor 9
5 Intellectual Property Matters 9
5.1 Intellectual Property Matters Definitions 9
5.1.1 "Work Product" 9
5.1.2 "Intellectual Property Rights" 10
5.1.3 "Third Party IP" 10
5.1.4 "Successful Respondent IP" 10
5.2 Ownership 11
5.3 Further Actions 11
5.4 Waiver of Moral Rights 12
5.5 Confidentiality 12
5.6 Injunctive Relief 12
5.7 Return of Materials Pertaining to Work Product 12
5.8 Successful Respondent License to Use 13
Appendix A Standard Contract Terms and Conditions Page 1
RFO DIR-CPO-TMP-550 <Rev December 2021>
5.9 Third-Party Underlying and Derivative Works 13
5.10 Agreement with Third Party Providers 13
5.11 License to Customer 13
5.12 Successful Respondent Development Rights 14
6 Terms and Conditions Applicable to State Agency Purchases Only 14
7 Contract Fulfillment and Promotion 15
7.1 Service, Sales and Support of the Contract 15
7.2 Internet Access to Contract and Pricing Information 15
7.3 Accurate and Timely Contract Information 16
7.4 Webpage Compliance Checks 16
7.5 Webpage Changes 16
7.6 Use of Access Data Prohibited 17
7.7 Responsibility for Content 17
7.8 Services Warranty and Return Policies 17
7.9 DIR and Customer Logos 17
7.10 Successful Respondent Logo 17
7.11 Trade Show Participation 17
7.12 Orientation Meeting 18
7.13 Performance Review Meetings 18
7.14 DIR Cost Avoidance 18
8 Purchase Orders,Invoices,and Payments 18
8.1 Purchase Orders 18
8.2 Invoices 18
8.3 Payments 19
8.4 Tax-Exempt 19
8.5 Travel Expense Reimbursement 19
9 Contract Administration 19
9.1 Contract Managers 19
9.1.1 DIR Contract Manager 19
9.1.2 Successful Respondent Contract Manager 19
9.2 Reporting and Administrative Fees 20
9.2.1 Reporting Responsibility 20
9.2.2 Detailed Monthly Report 20
9.2.3 Historically Underutilized Businesses Subcontract Reports 20
9.2.4 DIR Administrative Fee 21
9.2.5 Accurate and Timely Submission of Reports 21
9.3 Records and Audit 22
9.4 Contract Administration Notification 23
10 Successful Respondent Responsibilities 23
10.1 Indemnification 23
Appendix A Standard Contract Terms and Conditions Page 2
RFO DIR-CPO-T'MIP-550 <Rev December 2021>
10.1.1 Indemnities by Successful Respondent 23
10.1 2 Infringements 24
10.2 Property Damage 24
10.3 Taxes/Worker's Compensation/Unemployment Insurance 24
10.4 Successful Respondent Certifications 25
10.5 Ability to Conduct Business in Texas 27
10.6 Equal Opportunity Compliance 28
10.7 Use of Subcontractors 28
10.8 Responsibility for Actions 28
10.9 Confidentiality 28
10.10 Security of Premises,Equipment.Data and Personnel 29
10.11 Background and/or Criminal History Investigation 29
10.12 Limitation of Liability 29
10.13 Overcharges 30
10.14 Prohibited Conduct 30
10.15 Required Insurance Coverage 30
10.15.1 Commercial General Liability 31
10.15.2 Workers' Compensation Insurance 31
10.15.3 Business Automobile Liability Insurance 31
10.16 Use of State Property 31
10.17 Immigration 31
10.18 Public Disclosure 32
10.19 Product and/or Services Substitutions 32
10.20 Secure Erasure of Hard Disk Managed Services Products and/or Services 32
10.21 Deceptive Trade Practices;Unfair Business Practices 32
10.22 Drug Free Workplace Policy 32
10.23 Public Information 33
10.24 Successful Respondent Reporting Requirements 33
10.25 Cybersecurity Training 33
11 Contract Enforcement 33
11.1 Enforcement of Contract and Dispute Resolution 33
11.2 Termination 34
11.2.1 Termination for Non-Appropriation 34
11.2.2 Absolute Right 34
11.2.3 Termination for Convenience 34
11.2.4 Termination for Cause 35
11.2.5 Immediate Termination or Suspension 35
11.2.6 Customer Rights Under Termination 36
11.2.7 Successful Respondent Rights Under Termination 36
11.3 Force Majeure 36
12 Non-Solicitation of State Employees 36
13 Warranty 36
Appendix A Standard Contract Terms and Conditions Page 3
RFO DIR-CPO-MP-550 <Rev December 2021>
Pr
14 Notification 37
14.1 Notices 37
14.2 Handling of Written Complaints 37
15 Captions 37
Appendix A Standard Contract Terms and Conditions Page 4
RFO DIR-CPO-TRIP-550 <Rev December 2021>
The following terms and conditions shall govern the conduct of DIR and Successful Respondent during
the term of the Contract.
1 CONTRACT SCOPE
Successful Respondent shall provide the products and/or services specified in the Contract for purchase
by Customers. Terms used in this document shall have the meanings set forth below in Section 3
Definitions.
2 NO QUANTITY GUARANTEES
The Contract is not exclusive to Successful Respondent. Customers may obtain services from other
sources during the term of the Contract. DIR makes no express or implied warranties whatsoever that any
particular quantity or dollar amount of products and/or services will be procured through the Contract.
3 DEFINITIONS
3.1 Compliance Check
An audit of Successful Respondent's compliance with the Contract which may be performed by a third-
party auditor, DIR Internal Audit department,DIR contract management staff.or their designees.
3.2 Contract
The DIR Contract between DIR and Successful Respondent into which this Appendix A is incorporated.
3 CPA
Refers to the Texas Comptroller of Public Accounts.
3.4 Customer
Any Texas state agency,unit of local government, institution of higher education as defined in Section
2054.003, Texas Government Code, the Electric Reliability Council of Texas,the Lower Colorado River
Authority,a private school, as defined by Section 5.001,Education Code, a private or independent
institution of higher education,as defined by Section 61.003,Education Code, a volunteer fire
department, as defined by Section 152.001,Tax Code,and those state agencies purchasing from a DIR
contract through an Interagency Agreement, as authorized by Chapter 771.Texas Government Code, any
local government as authorized through the Interlocal Cooperation Act,Chapter 791,Texas Government
Code, a public safety entity, as defined by 47 U.S.C. Section 1401,or a county hospital,public hospital,
or hospital district,the state agencies and political subdivisions of other states as authorized by Section
2054.0565, Texas Government Code,and, except for telecommunications services under Chapter 2 170,
Texas Government Code, assistance organizations as defined in Section 2175.001:
A. A non-profit organization that provides educational,health or human services or assistance to
homeless individuals;
B. A nonprofit food bank that solicits,warehouses, and redistributes edible but unmarketable food
to an agency that feeds needy families and individuals;
C. Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary
Foreign Aid,with the approval of the Partners of the Alliance Office of the Agency for
International Development;
Appendix A Standard Contract Terms and Conditions Page 5
RFO DIR-CPO-T1IP-550 <Rev December 2021
D. A group. including a faith-based group,that enters into a financial or non-financial agreement
with a health or human services agency to provide services to that agency's clients;
E. A local workforce development board created under Section 2308.253, Texas Government Code;
F. A nonprofit organization approved by the Supreme Court of Texas that provides free legal
services for low-income households in civil matters;
G. The Texas Boll Weevil Eradication Foundation, Inc.,or an entity designated by the commissioner
of agriculture as the foundation's successor entity under Section 74.1011,Texas Agriculture
Code;
H. A nonprofit computer bank that solicits, stores,refurbishes and redistributes used computer
equipment to public school students and their families; and
I. A nonprofit organvation that provides affordable housing.
3.5 Business day
Shall mean business days,Monday through Friday,except for State and Federal holidays. If the Contract
calls for performance on a day that is not a business day,then performance is intended to occur on the
next business day.
3.6 DIR
Refers to the Texas Department of Information Resources.
3.7 Effective Date
Refers to the effective date of the Contract as set forth therein.
3.8 Invoice
Refers to a Customer approved instrument submitted by Successful Respondent for payment of services.
3.9 Purchase Order
Refers to Customer's fiscal form or format, contract with Successful Respondent,or other document used
by Customer to authorize the purchase of products or services from Successful Respondent under the
Contract, including but not limited to a formal written purchase order,procurement card, electronic
purchase order, or another authorized instrument.
3.10 State
Refers to the State of Texas.
3.1 I Statement of Work(SOW)
Means a document entered into between Customer and Successful Respondent describing a specific set of
activities and/or deliverables,which may include Work Product and Intellectual Property Rights,that
Successful Respondent is to provide Customer, issued pursuant to the Contract.
3.12 Subcontracting Plan
Refers to Appendix B, Successful Respondent's Historically Underutilized Business Subcontracting
Plan.
3.13 Successful Respondent
Refers to the party identified as either"Successful Respondent"or-Vendor"in Section 1.1 of the
Contract.
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3.14 Third-Party Provider
Refers to an agent, affiliate, subcontractor,vendor,reseller,manufacturer,publisher,distributor, order
fulfiller or other person or entity designated or directed by Successful Respondent to provide products or
services to a Customer in performance of,related to, or in support of a Purchase Order issued under the
Contract.
4 GENERAL PROVISIONS
4.1 Entire Agreement
The Contract,Appendices.and Exhibits constitute the entire agreement between DIR and Successful
Respondent.No statement,promise, condition.understanding, inducement or representation, oral or
written, expressed or implied,which is not contained in the Contract,Appendices,or its Exhibits shall be
binding or valid.
4.2 Modification of Contract Terms andtor Amendments
A. The terms and conditions of the Contract shall govern all transactions by Customers under the
Contract. The Contract may only be modified or amended upon mutual written agreement of DIR
and Successful Respondent.
B. DIR may amend the Contract upon thirty(30)calendar days written notice to Successful
Respondent without the need for Successful Respondent's written consent: i)as necessary to
satisfy a regulatory requirement imposed upon DIR by a governing body with the appropriate
authority, or ii)as necessary to satisfy a procedural change due to DIR system upgrades or
additions.
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 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.
D. Customer(s) and Successful Respondent will negotiate and enter into written agreements
regarding statements of work, service level agreements,remedies,acceptance criteria,
information confidentiality and security requirements, and other terms specific to their Purchase
Orders under the Contract.
4.3 Invalid Term or Condition
A. To the extent any term or condition in the Contract conflicts with the applicable Texas and/or
United States law or regulation, such Contract term or condition is void and unenforceable.By
executing a Contract which contains the conflicting term or condition,DIR makes no
representations or warranties regarding the enforceability of such term or condition and DIR does
not waive the applicable Texas and/or United States law or regulation which conflicts with the
Contract term or condition.
B. If one(1)or more term or condition in the Contract.or the application of any term or condition to
any party or circumstance, is held invalid,unenforceable,or illegal in any respect by a fmal
judgment or order of the State Office of Administrative Hearings or a court of competent
Appendix A Standard Contract Terms and Conditions Page 7
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jurisdiction,the remainder of the Contract and the application of the term or condition to other
parties or circumstances shall remain valid and in full force and effect.
4.4 Assignment
A. DIR may assign the Contract without prior written approval to: i)a successor in interest(another
state agency as designated by the Texas Legislature),or ii)as necessary to satisfy a regulatory
requirement imposed upon a party by a governing body with the appropriate authority.
B. A Customer may assign a Purchase Order issued under the Contract without prior written
approval to: i)a successor in interest(another state agency as designated by the Texas
Legislature),or ii)as necessary to satisfy a regulatory requirement imposed upon a party by a
governing body with the appropriate authority.
C. Successful Respondent shall not assign its rights under the Contract or delegate the performance
of its duties under the Contract without prior written approval from the DIR.Any attempted
assignment in violation of this provision is void and without effect.
4.5 SurvivaI
All applicable Statements of Work that were entered into between Successful Respondent and a Customer
under the terms and conditions of the Contract shall survive the expiration or termination of the Contract.
All Purchase Orders issued and accepted by Successful Respondent shall survive expiration or
termination of the Contract for the term of the Purchase Order,unless the Customer terminates the
Purchase Order sooner. However,regardless of the term of the Purchase Order,no Purchase Order shall
survive the expiration or termination of the Contract for more than three(3)years. In all instances of
termination or expiration and no later than five(5)days after termination or expiration or upon DIR
request. Successful Respondent shall provide a list, in accordance with the format requested by DIR(i.e.,
Excel,Word, etc.). of all surviving Statements of Work and Purchase Orders to the DIR Contract
Manager and shall continue to report sales and pay the DIR Administrative Fees for the duration of all
such surviving Statements of Work and Purchase Orders. Rights and obligations under the Contract which
by their nature should survive, including, but not limited to the DIR Administrative Fee and any and all
payment obligations invoiced prior to the termination or expiration hereof, obligations of confidentiality:
and indemnification will remain in effect.
4.6 Choke of Law
The Contract shall be governed by and construed in accordance with the laws of the State of Texas,
without regard to the conflicts of law provisions. In any litigation where any state agency is a party,and
subject to the requirements of Chapter 2260, Texas Government Code,the exclusive venue of any such
suit arising under the Contract is fixed in the state courts of Travis County, Texas. If litigation does not
involve any state agency,then venue is fixed in the state courts of the Texas county where the Customer •
is primarily situated.unless the specific venue is otherwise identified in a statute which directly names or
otherwise identifies its applicability to the contracting Agency.Regardless of any provision anywhere in
the Contract,no state agency or other Customer in any manner waives any defense or immunity
whatsoever.
4.7 Limitation of Authority
Successful Respondent shall have no authority to act for or on behalf of the Texas Department of
Information Resources or the State except as expressly provided for in the Contract:no other authority.
Appendix A Standard Contract Terms and Conditions Page 8
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power or use is granted or implied. Successful Respondent may not incur any debts. obligations,
expenses.or liabilities of any kind on behalf of the State or DIR.
4.8 Proof of Financial Stability
Either DIR or Customer may require Successful Respondent to provide proof of financial stability prior to
or at any time during the Contract term.
4.9 Data Location
Regardless of any other provision of the Contract or its incorporated or referenced documents, all of the
data for State of Texas Customers shall remain, and be stored,processed,accessed,viewed,transmitted,
and received, always and exclusively within the contiguous United States.A State of Texas Customer can
specifically request otherwise; however, Successful Respondent shall notify DIR promptly after such
request is made.For all Customers outside the State of Texas'jurisdiction,the question of data location
shall be at the discretion of such Customers.NOTE: CUSTOMERS SHOULD CONSIDER WHETHER
THEY REQUIRE CONTIGUOUS US-ONLY DATA LOCATION AND HANDLING AND MAKE
SUCCESSFUL RESPONDENT AWARE OF THEIR REQUIREMENTS.
4.?() Independent Contractor
SUCCESSFUL RESPONDENT AGREES AND ACKNOWLEDGES THAT DURING THE
EXISTENCE OF I HE CONTRACT,IT IS FURNISHING SERVICES IN THE CAPACITY OF
AN INDEPENDENT CONTRACTOR AND THAT SUCCESSFUL RESPONDENT IS NOT AN
EMPLOYEE OF THE CUSTOMER,DIR,OR THE STATE OF TEXAS.
5 INTELLECTUAL PROPERTY MATTERS
5.1 Intellectual Property Matters Definitions
5.1.1 .-Work Product'.
Means any and all deliverables produced by Successful Respondent for Customer under a Statement of
Work issued pursuant to the Contract, including any and all tangible or intangible items or things that
have been or will be prepared,created, developed,invented or conceived at any time following the
Effective Date. including but not limited to any:
(i) works of authorship(such as manuals, instructions,printed material, graphics, artwork,
images, illustrations,photographs,computer programs.computer software,scripts,
configurations,object code, source code or other programming code,HTML code, flow
charts,notes, outlines,lists,compilations,manuscripts,writings,pictorial materials,
schematics, formulae,processes, algorithms,data, information,multimedia files,text web
pages or web sites,other written or machine readable expression of such works fixed in any
tangible media,and all other copyrightable works),
(ii) trademarks,service marks,trade dress,trade names, logos,or other indicia of source or
origin,
(iii) ideas, designs, concepts,personality rights, methods,processes,techniques, apparatuses,
inventions,formulas, discoveries, or improvements,including any patents,trade secrets and
know-how,
(iv) domain names,
(v) any copies,and similar or derivative works to any of the foregoing.
Appendix A Standard Contract Terms and Conditions Page 9
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(vi) all documentation and materials related to any of the foregoing.
(vii) all other goods, services or deliverables to be provided to Customer under the Contract or a
Statement of Work. and
(viii) all Intellectual Property Rights in any of the foregoing,and which are or were created.
prepared, developed, invented or conceived for the use or benefit of Customer in connection
with the Contract or a Statement of Work.or with funds appropriated by or for Customer or
Customer's benefit:
a. by any Successful Respondent personnel or Customer personnel, or
b. any Customer personnel who then became personnel to Successful Respondent or any of
its affiliates or subcontractors,where, although creation or reduction-to-practice is
completed while the person is affiliated with Successful Respondent or its personnel, any
portion of same was created, invented or conceived by such person while affiliated with
Customer.
5.1.2 -Intellectual Property Rights"
Means the worldwide legal rights or interests, including but not limited to all United States and foreign
patents. copyrights, trademarks, service marks. trade secrets, moral rights, author's rights, reversionary
rights,and any and all other intellectual property or similar rights,evidenced by or embodied in:
i) any idea, design. concept. personality right, method, process. technique. apparatus, invention,
discovery.or improvement, including any patents.trade secrets, and know-how;
ii) any work of authorship,including any copyrights,moral rights or neighboring rights;
iii) any trademark, service mark,trade dress. trade name, or other indicia of source or origin;
iv) domain name registrations; and
v) any other proprietary or similar rights. The Intellectual Property Rights of a party include all
worldwide legal rights or interests that the party may have acquired by assignment or license with
the right to grant sublicenses.
5.1.3 -Third Party IP"
Means the Intellectual Property Rights of any third party that is not a party to the Contract or a Purchase
Order or Statement of Work issued under the Contract, and that is not directly or indirectly providing any
goods or services to Customer under the Contract or a Purchase Order or Statement of Work issued under
the Contract.
5.1.4 "Successful Respondent IT-
Shall mean all tangible or intangible items or things. including the Intellectual Property Rights therein.
created or developed by Successful Respondent:
i) prior to providing any services or Work Product to Customer and prior to receiving any
documents,materials,information or funding from or on behalf of Customer relating to the
services or Work Product,or
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RFO DIR-CPO-TMP-550 <Rev December 2021
ii) after the Effective Date if such tangible or intangible items or things were independently
developed by Successful Respondent outside Successful Respondent's provision of services or
Work Product for Customer hereunder and were not created,prepared, developed, invented or
conceived by any Customer personnel who then became personnel to Successful Respondent or
any of its affiliates or subcontractors,where,although creation or reduction-to-practice is
completed while the person is affiliated with Successful Respondent or its personnel, any portion
of same was created, invented or conceived by such person while affiliated with Customer.
5.2 Ownership
As between Successful Respondent and Customer,the Work Product and Intellectual Property Rights
therein are and shall be owned exclusively by Customer,and not Successful Respondent. Successful
Respondent specifically agrees that the Work Product shall be considered"works made for hire"and that
the Work Product shall,upon creation, be owned exclusively by Customer. To the extent that the Work
Product.under applicable law,may not be considered works made for hire, Successful Respondent hereby
agrees that the Contract effectively transfers, grants,conveys, assigns,and relinquishes exclusively to
Customer all right, title, and interest in and to all ownership rights in the Work Product,and all
Intellectual Property Rights in the Work Product,without the necessity of any further consideration,and
Customer shall be entitled to obtain and hold in its own name all Intellectual Property Rights in and to the
Work Product. Successful Respondent acknowledges that Successful Respondent and Customer do not
intend Successful Respondent to be a joint author of the Work Product within the meaning of the
Copyright Act of 1976. Customer shall have access,during normal business hours(Monday through
Friday, 8AM to 5PM) and upon reasonable prior notice to Successful Respondent,to all Successful
Respondent materials, premises,and computer files containing the Work Product. Successful Respondent
and Customer. as appropriate,will cooperate with one another and execute such other documents as may
be reasonably appropriate to achieve the objectives herein.No license or other right is granted hereunder
to any Third Party IP, except as may be incorporated in the Work Product by Successful Respondent.
5.3 Further Actions
Successful Respondent,upon request and without further consideration, shall perform any acts that may
be deemed reasonably necessary or desirable by Customer to evidence more fully the transfer of
ownership and/or registration of all Intellectual Property Rights in all Work Product to Customer to the
fullest extent possible, including but not limited to the execution, acknowledgement and delivery of such
further documents in a form determined by Customer. In the event Customer shall be unable to obtain
Successful Respondent's signature due to the dissolution of Successful Respondent or Successful
Respondent's unreasonable failure to respond to Customer's repeated requests for such signature on any
document reasonably necessary for any purpose set forth in the foregoing sentence, Successful
Respondent hereby irrevocably designates and appoints Customer and its duly authorized officers and
agents as Successful Respondent's agent and Successful Respondent's attorney-in-fact to act for and in
Successful Respondent's behalf and stead to execute and file any such document and to do all other
lawfully permitted acts to further any such purpose with the same force and effect as if executed and
delivered by Successful Respondent,provided however that no such grant of right to Customer is
applicable if Successful Respondent fails to execute any document due to a good faith dispute by
Successful Respondent with respect to such document. It is understood that such power is coupled with an
interest and is therefore irrevocable. Customer shall have the full and sole power to prosecute such
applications and to take all other action concerning the Work Product,and Successful Respondent shall
Appendix A Standard Contract Terms and Conditions Pave 11
RFO DIR-CPO-ThIP-550 <Rev December 20)I=
cooperate. at Customer's sole expense, in the preparation and prosecution of all such applications and in
any legal actions and proceedings concerning the Work Product.
5.4 Waiver of Moral Rights
Successful Respondent hereby irrevocably and forever waives,and agrees never to assert,any Moral
Rights in or to the Work Product which Successful Respondent may now have or which may accrue to
Successful Respondent's benefit under U.S. or foreign copyright or other laws and any and all other
residual rights and benefits which arise under any other applicable law now in force or hereafter enacted.
Successful Respondent acknowledges the receipt of equitable compensation for its assignment and waiver
of such Moral Rights. The term"Moral Rights"shall mean any and all rights of paternity or integrity of
the Work Product and the right to object to any modification,translation or use of the Work Product,and
any similar rights existing under the judicial or statutory law of any country in the world or under any
treaty. regardless of whether or not such right is denominated or referred to as a moral right.
5.5 Confidentiality
All documents, information and materials forwarded to Successful Respondent by Customer for use in
and preparation of the Work Product shall be deemed the confidential information of Customer, and
subject to the license granted by Customer to Successful Respondent under Section 5.8 Successful
Respondent License to Use. Hereunder, Successful Respondent shall not use. disclose, or permit any
person to use or obtain the Work Product, or any portion thereof, in any manner without the prior written
approval of Customer.
5.6 Injunctive Relief
The Contract is intended to protect Customer's proprietary rights pertaining to the Work Product, and the
Intellectual Property Rights therein,and any misuse of such rights would cause substantial and irreparable
harm to Customer's business. Therefore, Successful Respondent acknowledges and stipulates that a court
of competent jurisdiction may immediately enjoin any material breach of the intellectual property,use,
and confidentiality provisions of the Contract.upon a request by Customer,without requiring proof of
irreparable injury as same should be presumed.
5.7 Return of Materials Pertaining to Work Product
Upon the request of Customer, but in any event upon termination or expiration of the Contract, or a
Statement of Work. Successful Respondent shall surrender to Customer all documents and things
pertaining to the Work Product, including but not limited to drafts,memoranda.notes,records.drawings,
manuals, computer software,reports, data,and all other documents or materials(and copies of same)
generated or developed by Successful Respondent or furnished by Customer to Successful Respondent,
including all materials embodying the Work Product,any Customer confidential information,or
Intellectual Property Rights in such Work Product,regardless of whether complete or incomplete. This
Section is intended to apply to all Work Product as well as to all documents and things furnished to
Successful Respondent by Customer or by anyone else that pertain to the Work Product.
Appendix A Standard Contract Terms and Conditions Page 12
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5.8 Successful Respondent License to Use
Customer hereby grants to Successful Respondent a non-transferable,non-exclusive,royalty-free, fully
paid-up license to use any Work Product solely as necessary to provide the services to Customer.Except
as provided in this Section.neither Successful Respondent nor any Subcontractor shall have the right to
use the Work Product in connection with the provision of services to its other customers without the prior
written consent of Customer,which consent may be withheld in Customer's sole discretion.
5.9 Third-Paid Underlying and Derivative Works
A. To the extent that any Successful Respondent IP or Third Party IP are embodied or reflected in
the Work Product.or are necessary to provide the services, Successful Respondent hereby grants
to the Customer, or shall obtain from the applicable third party for Customer's benefit,the
irrevocable.perpetual,non-exclusive,worldwide,royalty-free right and license,for Customer's
internal business purposes only,to
i) use, execute,reproduce, display,perform. distribute copies of,and prepare derivative works
based upon such Successful Respondent IP or Third Party IP and any derivative works
thereof embodied in or delivered to Customer in conjunction with the Work Product,and
ii) authorize others to do any or all of the foregoing. Successful Respondent agrees to notify
Customer on delivery of the Work Product or services if such materials include any Third
Party IP.
B. On request. Successful Respondent shall provide Customer with documentation indicating a third
party's written approval for Successful Respondent to use any Third Party IP that may be
embodied or reflected in the Work Product.
5.I U Agreement with Third Party Providers
Successful Respondent agrees that it shall have written agreement(s)that are consistent with the
provisions hereof related to Work Product and Intellectual Property Rights with any Third Party
Providers,prior to their providing such services or Work Product pursuant to the Contract.and that
Successful Respondent shall maintain such written agreements at all times during performance of the
Contract.which are sufficient to support all performance and grants of rights by Successful Respondent.
Copies of such agreements shall be provided to the Customer promptly upon request.
5.I I License to Customer
Successful Respondent grants to Customer, at no additional charge,a world-wide,non-exclusive,
perpetual. irrevocable,royalty free right and license,solely for the Customer's internal business purposes.
to use,copy.modify. display,perform(by any means),transmit and prepare derivative works of any
Successful Respondent IP embodied in or delivered to Customer in conjunction with the Work Product.
The foregoing license includes the right to sublicense third parties, solely for the purpose of engaging
such third parties to assist or carryout Customer's internal business use of the Work Product. Except for
the preceding license, all rights in Successful Respondent IP remain in Successful Respondent.
Appendix A Standard Contract Terms and Conditions Page 13
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5.12 Successful Respondent Development Rights
To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein,nothing
in the Contract shall preclude Successful Respondent from developing for itself, or for others,materials
which are competitive with those produced as a result of the services provided hereunder,provided that
no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such
competitive materials. To the extent that Successful Respondent wishes to use the Work Product,or
acquire licensed rights in certain Intellectual Property Rights of Customer therein in order to offer
competitive goods or services to third parties, Successful Respondent and Customer agree to negotiate in
good faith regarding an appropriate license and royalty agreement to allow for such.
6 TERMS AND CONDITIONS APPLICABLE TO STATE AGENCY PURCHASES ONLY
A. Under Texas Government Code, Chapter 2054, Subchapter M,and DIR implementing rules,
DIR state agency and Institution of Higher Education Customers must procure EIR that
complies with the Accessibility Standards defined in the Texas Administrative Codes 1 TAC
206. 1 TAC 213, and in the Worldwide Web Consortium WCAG 2.0 AA technical standard as
applicable,and when such products or services are available in the commercial marketplace or
when such products are developed in response to procurement solicitations. Successful
Respondent hereby represents,certifies, and warrants that it and its products and services
comply with all relevant accessibility laws and standards.
i) Upon request, and prior to a DIR Customer purchase, Successful Respondent must provide
accurate Accessibility Conformance Reports(ACRs)created using the applicable sections
of the Voluntary Product Accessibility Template®(VPAT®)Revised Section 508 Edition
(Version 2.3 or higher)or links to ACRs located on manufacturer websites for Commercial
Off the Shelf(COTS)products, including Software as a Service(SaaS), for each product or
product family(as applicable) included in the submitted pricelist. Instructions on how to
complete this document are included in the template itself. ACRs based on earlier versions
of the VPAT®template will be accepted if such competed ACRs already exist,and there
have been no changes to the product service since the time of the original document
completion.
ii) If Successful Respondent claims that a proposed product or family of products is exempt
from accessibility requirements, it must specify the product(s)as such in"Notes"located in
the product information section of the VPAT v.2.3 or higher, or as an additional note in the
product information section of older VPAT versions of the form, specifying each exempt
product or product family with a supporting statement(s)for this position.
iii) Upon request, and prior to a DIR customer purchase for IT development services,
Successful Respondent must provide a completed,current, accurate,Vendor Accessibility
Development Services Information Request(VADSIR) form for non-COTS offerings(such
as IT related development services, services that include user accessed,online components,
etc.)which documents Successful Respondent's capability or ability to produce accessible
electronic and information resources.
iv) Additionally, Successful Respondent must ensure that EIR Accessibility criteria are
integrated into key phases of the project development lifecycle including but not limited to
Appendix A Standard Contract Terms and Conditions Page 14
RFO DIR-CPO-1MP-550 <Rev December 202 1
planning,design. development, functional testing,user acceptance testing,maintenance:
and report accessibility status at key project checkpoints as defined by DIR customers.
v) Upon request, and prior to a Customer purchase for COTS products, or IT development
services, Successful Respondent must provide a completed, current,accurate,Policy
Driven Adoption for Accessibility(PDAA) for Vendor Self-Assessment.
vi) Also upon request, Successful Respondent must provide additional documentation that
supports the information contained in the aforementioned completed forms. Examples may
include but are not limited to: executed accessibility test plans and results,corrective
actions plans, description of accessibility test tools,platforms,and methods, and prior
work.
B. Purchase of Commodity Items(Applicable to State Agency Purchases Only)
i) Texas Government Code. §2157.068 requires State agencies to buy commodity items.as
defined below, in accordance with contracts developed by DIR.unless the agency obtains
an exemption from DIR or a written certification that a commodity is not on DIR contract
(for the limited purpose of purchasing from a local government purchasing cooperative).
ii) Commodity items are commercially available software,hardware and technology services
that are generally available to businesses or the public and for which DIR determines that a
reasonable demand exists in two or more state agencies.Hardware is the physical
technology used to process, manage, store,transmit,receive or deliver information.
Software is the commercially available programs that operate hardware and includes all
supporting documentation,media on which the software may be contained or stored,
related materials,modifications,versions,upgrades,enhancements.updates or
replacements. Technology services are the services, functions and activities that facilitate
the design, implementation.creation, or use of software or hardware. Technology services
include seat management, staffing augmentation,training,maintenance and subscription
services. Technology services do not include telecommunications services. Seat
management is services through which a state agency transfers its responsibilities to a
vendor to manage its personal computing needs,including all necessary hardware, software
and technology services.
iii) Successful Respondent agrees to coordinate all State agency commodity item sales through
existing DIR contracts.Institutions of higher education are exempt from this Section.
7 CONTRACT FULFILLMENT AND PROMOTION
7.1 Service,Sales and Support of the Contract
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 best 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.
7.2 Internet Access to Contract and Pricing Information
A. Successful Respondent Webpage
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RFO DIR-CPO-T MP-550 <Rev December 2021>
Within thirty(30)calendar days from the Effective Date, Successful Respondent will establish and
maintain a webpage specific to the services awarded under the Contract that is clearly distinguishable
from other,non-DIR Contract offerings on Successful Respondent's website. Successful Respondent
must use a web hosting service that provides a dedicated interne protocol(IP)address. Successful
Respondent's website must have a Secure Sockets Layer(SSL)certificate and Customers must access
Successful Respondent's website using Hyper Text Transfer Protocol Secure(HTTPS)and it will encrypt
all communication between Customer browser and website. The webpage must include:
i) a list with description of products and/or services awarded:
ii) Successful Respondent contact information(name,telephone number and email address):
iii) instructions for obtaining quotes and placing Purchase Orders;
iv) the DIR Contract number with a hyperlink to the Contract's DIR webpage:
v) a link to the DIR"Cooperative Contracts"webpage;
vi) the DIR logo in accordance with the requirements of Section 7.9; and
vii) any other information that the Contract indicates is required to be included on the webpage.
B. If Successful Respondent does not meet the webpage requirements listed above, DIR may cancel
the Contract without penalty.
7.3 Accurate and Timely Contract Information
Successful Respondent warrants and represents that the website information specified in the above
paragraph will be accurately and completely posted.maintained, and displayed in an objective and timely
manner. Successful Respondent,at its own expense,shall correct any non-conforming or inaccurate
information posted at Successful Respondent's website within ten(10)business days after written
notification by DIR.
7.4 Webpage Compliance Checks
Periodic Compliance Checks of the information posted for the Contract on Successful Respondent's
website will be conducted by DIR.Upon request by DIR, Successful Respondent shall provide verifiable
documentation that pricing listed upon this website is compliant with the pricing as stated in the Contract.
7.5 Webpage Changes
Successful Respondent hereby consents to a link from the DIR website to Successful Respondent's
website in order to facilitate access to Contract information. The establishment of the link is provided
solely for convenience in carrying out the business operations of the State.DIR reserves the right to
terminate or remove a link at any time, in its sole discretion,without advance notice,or to deny a future
request for a link. DIR will provide Successful Respondent with subsequent notice of link suspension,
termination or removal. Successful Respondent shall provide DIR with timely written notice of any
change in L'RL or other information needed to access the site and/or maintain the link.
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7.6 Use of Access Data Prohibited
If Successful Respondent stores,collects,or maintains data electronically as a condition of accessing
Contract information, such data shall only be used internally by Successful Respondent for the purpose of
implementing or marketing the Contract,and shall not be disseminated to third parties or used for other
marketing purposes. The Contract constitutes a public document under the laws of the State and
Successful Respondent shall not restrict access to Contract terms and conditions including pricing, i.e..
through use of restrictive technology or passwords.
7.7 Responsibility for Content
Successful Respondent is solely responsible for administration, content,intellectual property rights,and
all materials at Successful Respondent's website.DIR reserves the right to require a change of listed
content if, in the opinion of DIR. it does not adequately represent the Contract.
7.8 Services Warranty and Return Policies
Successful Respondent will adhere to Successful Respondent's then-currently published policies
concerning product and service warranties and returns. Such policies for Customers will not be more
restrictive or more costly than warranty and return policies for other similarly situated customers for like
products and services.
7.9 DIR and Customer Logos
Successful Respondent may use a Customer's logo only upon prior written approval of such Customer.
Successful Respondent may use the DIR logo in the promotion of the Contract to Customers with the
following stipulations:
A. the logo may not be modified in any way.
B. when displayed,the size of the DIR logo must be equal to or smaller than Successful
Respondent's logo,
C. the DIR logo is only used to communicate the availability of services under the Contract to
Customers,and
D. any other use of the DIR logo requires prior written permission from DIR.
7.10 Successful Respondent Logo
If DIR receives Successful Respondent's prior written approval,DIR may use Successful Respondent's
name and logo in the promotion of the Contract to communicate the availability of services under the
Contract to Customers. Use of the logo may be on the DIR website or on printed materials.Any use of
Successful Respondent's logo by DIR must comply with and be solely related to the purposes of the
Contract and any usage guidelines communicated to DIR from time to time.Nothing contained in the
Contract will give DIR any right,title,or interest in or to Successful Respondent's trademarks or the
goodwill associated therewith, except for the limited usage rights expressly provided by Successful
Respondent.
7.1 1 Trade Show Participation
At DIR's discretion, Successful Respondent may be required to participate in no more than two(2)DIR
sponsored trade shows each calendar year. Successful Respondent understands and agrees that
participation,at Successful Respondent's expense, includes providing a manned booth display or similar
presence. DIR will provide four(4)months advance notice of any required participation. Successful
Respondent must display the DIR logo at all trade shows that potential Customers will attend. DIR
Appendix A Standard Contract Terms and Conditions Page 17
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reserves the right to approve or disapprove of the location or the use of the DIR logo in or on Successful
Respondent's booth.
7.12 Orientation Meeting
Within thirty(30)calendar days from execution of the Contract, Successful Respondent will be required
to attend an orientation meeting to discuss the content and procedures of the Contract to include
administrative requirements for reporting and administrative fee payments. The meeting will be held in
the Austin, Texas area at a date and time mutually acceptable to DIR and Successful Respondent or by
teleconference,at DIR's discretion.DIR shall bear no cost for the time and travel of Successful
Respondent for attendance at the meeting.
7.13 Performance Review Meetings
Successful Respondent shall attend periodic meetings to review Successful Respondent's performance
under the Contract at DIR's request. The meetings will be held in the Austin,Texas area at a date and
time mutually acceptable to DIR and Successful Respondent or by teleconference, at DIR's discretion.
DIR shall bear no cost for the time and travel of Successful Respondent for attendance at the meeting.
7.14 DIR Cost Avoidance
As part of the performance measures reported to state leadership,DIR must provide the cost avoidance
the State has achieved through the Contract. Upon request by DIR, Successful Respondent shall provide
DIR with a detailed report of a representative sample of products or services sold under the Contract. The
report shall contain: product or service description, list price,price to Customer under the Contract,and
pricing from three(3)alternative sources under which DIR Customers can procure the products or
services.
8 PURCHASE ORDERS,INVOICES,AND PAYMENTS
8.I Purchase Orders
All Customer Purchase Orders will be placed directly with Successful Respondent. Accurate Purchase
Orders shall be effective and binding upon Successful Respondent when accepted by Successful
Respondent.
8.2 Invoices
A. Invoices shall be submitted by Successful Respondent directly to Customer and shall be issued in
compliance with Chapter 2251, Texas Government Code.All payments for services purchased
under the Contract and any provision of acceptance of such services shall be made by the
Customer to Successful Respondent.For Customers that are not subject to Chapter 2251, Texas
Government Code, Customer and Successful Respondent will agree to acceptable terms.
B. Invoices must be timely and accurate. Each invoice must match Customer's Purchase Order and
include any written changes that may apply,as it relates to services,prices, and quantities.
Invoices must include the Customer's Purchase Order number or other pertinent information for
verification of receipt of the products and services by the Customer.
C. The DIR Administrative Fee shall not be broken out as a separate line item when pricing or
invoice is provided to Customer.
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8.3 Payments
Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Successful
Respondent. The statute states that payments for goods and services are due thirty(30)calendar days after
the goods are provided, the services completed, or a correct invoice is received,whichever is later.
Payment under the Contract shall not foreclose the right to recover wrongful payments. For Customers
that are not subject to Chapter 2251, Texas Government Code, Customer and Successful Respondent will
agree to acceptable terms.
8.4 Tax-Exempt
As per Section 151.309. Texas Tax Code, Customers under the Contract are exempt from the assessment
of State sales,use and excise taxes. Further,Customers under the Contract are exempt from Federal
Excise Taxes,26 United States Code Sections 4253(i)and(j). Customers shall provide evidence of tax-
exempt status to Successful Respondent upon request.
8.5 Travel Expense Reimbursement
Pricing for services provided under the Contract are exclusive of any travel expenses that may be incurred
in the performance of those 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(https: icomptroller.texas.govipurchasingtprograms.1travel-management'). Travel time may not
be included as part of the amounts payable by Customer for any services rendered under the Contract. The
DIR Administrative Fee is not applicable to travel expense reimbursement. Anticipated travel expenses
must be pre-approved in writing by Customer. Customer reserves the right not to pay travel expenses
which are not pre-approved in writing by the Customer.
9 CONTRACT ADMLNISTRATION
9.1 Contract Managers
DIR and Successful Respondent will each provide a contract manager("Contract Manager") to support
the Contract(respectively, the"DIR Contract Manager"and"Successful Respondent Contract
Manager").Information regarding each Contract Manager will be posted on the intemet website
designated for the Contract. DIR reserves the right to require a change in Successful Respondent Contract
Manager if Successful Respondent Contract Manager is not,in the sole opinion of DIR,adequately
serving the needs of the State.
9.1.1 DIR Contract Manager
The DIR Contract Manager's duties include but are not limited to:
A. monitoring compliance and management of the Contract.
B. advising DIR of Successful Respondent's performance under the Contract, and
C. periodic verification of pricing and monthly reports submitted by Successful Respondent.
9.1.2 Successful Respondent Contract Manager
Successful Respondent Contract Manager's duties shall include but are not limited to:
Appendix A Standard Contract Terms and Conditions Page 19
RFO DIR-CPO-TMP-550 <Rev December 2021'
A. supporting the marketing and management of the Contract,
B. facilitating dispute resolution between Successful Respondent and Customers, and
C. advising DIR of Successful Respondent's performance under the Contract.
9.2 Reporting and Administrative Fees
9.2.1 Reporting Responsibility
A. Each month. Successful Respondent shall report all products and services purchased under the
Contract. Successful Respondent shall file monthly reports to include monthly sales reports,
subcontract reports,and pay the DIR Administrative Fees in accordance with the due dates
specified in this Section.
B. DIR shall have the right to verify required reports and to take any actions necessary to enforce its
rights under this Section, including but not limited to,Compliance Checks of Successful
Respondent's applicable Contract books. Successful Respondent will provide all required
documentation at no cost.
9.2? Detailed Monthly Report
A. Using the Vendor Sales Report(VSR)portal, Successful Respondent shall provide DIR with a
monthly report in the format required by DIR detailing sales activity under the Contract for the
previous month period. This included months in which there are no sales. Reports may be
submitted between the first(1st)and the fifteenth(15th)of each month and are due no later than
the fifteenth(15th)calendar day of the month following the month of the sale. If the 15th
calendar day falls on a weekend or state or federal holiday,the report shall be due on the next
business day. Per transaction,the monthly report shall include,at a minimum,:the detailed sales
for the period. Customer name, invoice date, invoice number,description,quantity,MSRP or List
Price.unit price, extended price,Customer Purchase Order number, contact name,Customer's
complete billing address,the estimated DIR Administrative Fee for the reporting period,
subcontractor name. EPEAT designation(if applicable),configuration(if applicable), contract
discount percentage, actual discount percentage,negotiated contract price(if fixed price is offered
instead of discount off of MSRP), and other information as required by DIR.Each report must
contain all information listed above per transaction or the report will be rejected and returned to
Successful Respondent for correction in accordance with this Section.
B. Successful Respondent shall report in a manner required by DIR which is subject to change
dependent upon DIR's business needs. Failure to do so may result in Contract termination.
9.2.3 Historically Underutilized Businesses Subcontract Reports
A. Successful Respondent shall electronically provide each Customer with their relevant Historically
Underutilized Business Subcontracting Report,pursuant to the Contract. as required by Chapter
2161, Texas Government Code.Reports shall also be submitted to DIR.
B. Reports shall be due in accordance with the CPA rules.
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9.2.4 DIR Administrative Fee
A. The DIR Administrative Fee shall be paid by Successful Respondent to DIR to defray the DIR
costs of negotiating.executing,and administering the Contract. The maximum administrative fee
is set by the Texas Legislature in the biennial General Appropriations Act. DIR will review
monthly sales reports,close the sales period,and notify Successful Respondent of the amount of
the DIR Administrative Fee no later than the fourteenth(14th)calendar day of the month
following the date of the reported sale. Successful Respondent shall pay the amount of the DIR
Administrative Fee by the twenty-fifth(25th)calendar day of the second month following the
date of the reported sale. For example, Successful Respondent reports January sales no later than
February 15th;DIR closes January sales and notifies Successful Respondent of the amount of the
DIR Administrative Fee by March 14th; Successful Respondent submits payment of the DIR
Administrative Fee for January sales by March 25th.
B. DIR may change the amount of the DIR Administrative Fee upon thirty(30)calendar days
written notice to Successful Respondent without the need for an amendment to the Contract.
C. To preserve the DIR Administrative Fee in place at the time of the sale of product or service,the
calculation of the DIR Administrative Fee is based on the Purchase Order date for each sale.
D. Successful Respondent shall reference the Contract number,reporting period, and DIR
Administrative Fee amount on any remittance instruments.
9 2.5 Accurate and Timely Submission of Reports
A. Successful Respondent shall submit reports and DIR Administrative Fee payments accurately and
timely in accordance with the due dates specified in this Section. Successful Respondent shall
correct any inaccurate reports or DIR Administrative Free payments within three(3) business
days upon written notification by DIR. Successful Respondent shall deliver any late reports or
late DIR Administrative Fee payments within three(3)business days upon written notification by
DIR.If Successful Respondent is unable to correct inaccurate reports or DIR Administrative Fee
payments or deliver late reports and DIR Administrative Fee payments within three(3) business
days, Successful Respondent shall contact DIR and provide a corrective plan of action, including
the timeline for completion of correction. The corrective plan of action shall be subject to DIR
approval.
B. Should Successful Respondent fail to correct inaccurate reports or cure the delay in timely and
accurate delivery of reports and payments within the corrective plan of action timeline,DIR
reserves the right at DIR's expense to require an independent third-party audit of Successful
Respondent's records as specified in Section 9.3 Records and Audit. DIR will select the auditor
(and all payments to auditor will require DIR approval).
C. Failure to timely submit three(3)reports or DIR Administrative Fee payments within any rolling
twelve(12)month period may, at DIR's discretion,result in the addition of late fees of S 1001day
for each day the report or payment is due (up to S 1000imonth)or suspension or termination of
Successful Respondent's Contract.
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9.3 Records and Audit
A. Acceptance of funds under the Contract by Successful Respondent acts as acceptance of the
authority of the State Auditor's Office, or any successor agency,to conduct an audit or
investigation in connection with those funds. Successful Respondent further agrees to cooperate
fully with the State Auditor's Office or its successor in the conduct of the audit or investigation.
including providing all records requested. Successful Respondent shall ensure that this clause
concerning the authority to audit funds received indirectly by subcontractors through Successful
Respondent and the requirement to cooperate is included in any subcontract it awards pertaining
to the Contract. Under the direction of the Legislative Audit Committee,a vendor that is the
subject of an audit or investigation by the State Auditor's Office must provide the State Auditor's
Office with access to any information the State Auditor's Office considers relevant to the
investigation or audit.
B. Successful Respondent shall maintain adequate records to establish compliance with the Contract
until the later of a period of seven(7)years after termination of the Contract or until full. final
and unappealable resolution of all Compliance Check or litigation issues that arise under the
Contract.whichever is later. Such records shall include per transaction: Customer name, invoice
date, invoice number,description,quantity,MSRP or List Price,unit price,extended price,
Customer Purchase Order number,contact name, Customer's complete billing address,the
calculations supporting each administrative fee owed DIR under the Contract,Historically
Underutilized Businesses Subcontracting reports,and such other documentation as DIR may
request.
C. Successful Respondent shall grant access to all paper and electronic records. books,documents,
accounting procedures,practices,customer records including but not limited to contracts,
agreements,purchase orders and statements of work, and any other items relevant to the
performance of the Contract to the DIR Internal Audit department or DIR Contract Management
staff, including the Compliance Checks designated by the DIR Internal Audit department,DIR
Contract Management staff, the State Auditor's Office,and of the United States, and such other
persons or entities designated by DIR for the purposes of inspecting,Compliance Checking,
and or copying such books and records.
D. Successful Respondent shall provide copies and printouts requested by DIR without charge. DIR
shall use best efforts to provide Successful Respondent ten(10)business days' notice prior to
inspecting. Compliance Checking,and/or copying Successful Respondent's records. Successful
Respondent's records,whether paper or electronic, shall be made available during regular office
hours. Successful Respondent personnel familiar with Successful Respondent's books and
records shall be available to the DIR Internal Audit department, or DIR Contract Management
staff and designees as needed. Successful Respondent shall provide adequate office space to DIR
staff during the performance of Compliance Check. If Successful Respondent is found to be
responsible for inaccurate reports,DIR may invoice for the reasonable costs of the audit,which
Successful Respondent must pay within thirty(30)calendar days of receipt.
Appendix A Standard Contract Terms and Conditions Pace 22
RFO DIR-CPO-T_!iP-550 <Rev December 2021-,
E. For procuring State Agencies whose payments are processed by the CPA,the volume of
payments made to Successful Respondent through the CPA and the administrative fee based
thereon shall be presumed correct unless Successful Respondent can demonstrate to DIR's
satisfaction that Successful Respondent's calculation of DIR's administrative fee is correct.
9.4 Contract Administration Notification
A. Prior to execution of the Contract, Successful Respondent shall provide DIR with written
notification of the following:
i) Successful Respondent Contract Manager's name and contact information.
ii) Successful Respondent sales representative name and contact information,and
iii) name and contact information of Successful Respondent personnel responsible for
submitting reports and payment of DIR Administrative Fees.
B. Upon execution of the Contract, DIR shall provide Successful Respondent with written
notification of the DIR Contract Manager's name and contact information.
10 SUCCESSFUL RESPONDENT RESPONSIBILITIES
10.1 Indemnification
10.1.1 Indemnities by Successful Respondent
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,ASSIGNEES,AND/OR
DESIGNEES FROM ANY AND ALL LIABILITY,ACTIONS,CLAIMS,DEMANDS,OR
SUITS.AND ALL RELATED COSTS,ATTORNEY FEES,AND EXPENSES arising out of,
resulting from, or related to:
i) any acts or omissions of Successful Respondent,its employees, or Third Party Providers in
or in connection with the execution or performance of the Contract and any Purchase
Orders issued under the Contract;
ii) any and all third party claims involving infringement of United States patents,copyrights,
trade and service marks, and any other intellectual or intangible property rights(an
"Infringement")in or in connection with the execution or performance of the Contract and
any Purchase Orders issued under the Contract;
iii) any breach, disclosure, or exposure of data or information of or regarding DIR or any
Customer that is provided to or obtained by Successful Respondent in connection with the
Contract, including DIR data, Customer data.confidential information of DIR or Customer,
any personal identifying information,or any other protected or regulated data by Successful
Respondent, its employees, representatives, agents, or subcontractors in or in connection
with the execution or performance of the Contract and any Purchase Orders issued under
the Contract;and
iv) tax liability,unemployment insurance or workers' compensation or expectations of benefits
by Successful Respondent, its employees,representatives, agents,or subcontractors in or in
connection with the execution or performance of the Contract and any Purchase Orders
issued under the Contract.
B. THE DEFENSE SHALL BE COORDINATED BY SUCCESSFUL RESPONDENT WITH THE
OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
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RFO DIR-CPO-TNIP-550 <Rev December 2021>
DEFENDANTS IN ANY LAWSUIT AND SUCCESSFUL RESPONDENT MAY NOT AGREE
TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM
THE OFFICE OF THE ATTORNEY GENERAL.FOR NON-STATE AGENCY CUSTOMERS,
THE DEFENSE SHALL BE COORDINATED BY CUSTOMER'S LEGAL COUNSEL.
SUCCESSFUL RESPONDENT AND THE CUSTOMER AGREE TO FURNISH TIMELY
WRITTEN NOTICE TO EACH OTHER AND TO DIR OF ANY SUCH CLAIM.
10.1.2 Infringements
If Successful Respondent becomes aware of an actual or potential claim of an Infringement,or Customer
provides Successful Respondent with notice of an actual or potential claim of an Infringement, Successful
Respondent may(or in the case of an injunction against Customer, shall), at Successful Respondent's sole
expense: (i)procure for Customer the right to continue to use the affected portion of the product or
service, or(ii)modify or replace the affected portion of the product or service with functionally
equivalent or superior product or service so that Customer's use is non-infringing.
10.2 Property Damage
IN THE EVENT OF LOSS,DAMAGE, OR DESTRUCTION OF ANY PROPERTY OF CUSTOMER
OR THE STATE DUE TO THE NEGLIGENCE,MISCONDUCT,WRONGFUL ACT OR OMISSION
ON THE PART OF SUCCESSFUL RESPONDENT,ITS EMPLOYEES,AGENTS,
REPRESENTATIVES,OR SUBCONTRACTORS, SUCCESSFUL RESPONDENT SHALL PAY THE
FULL COST OF EITHER REPAIR,RECONSTRUCTION,OR REPLACEMENT OF THE
PROPERTY,AT THE CUSTOMER'S SOLE ELECTION. SUCH COST SHALL BE DETERMINED
BY THE CUSTOMER AND SHALL BE DUE AND PAYABLE BY SUCCESSFUL RESPONDENT
NINETY(90) CALENDAR DAYS'AFTER THE DATE OF SUCCESSFUL RESPONDENT'S
RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE.
10.3 Taxes/Worker's Compensation/Unemployment Insurance
Successful Respondent agrees and acknowledges that during the existence of the Contract. Successful
Respondent shall be entirely responsible for the liability and payment of Successful Respondent's and its
employees' taxes of whatever kind, arising out of the performances in the Contract. Successful
Respondent agrees to comply with all state and federal laws applicable to any such persons,including
laws regarding wages,taxes, insurance, and workers' compensation. Successful Respondent agrees and
acknowledges that Successful Respondent and its employees,representatives, agents, and subcontractors
shall not be entitled to any state benefit or benefit of another governmental entity Customer. Customer,
DIR.and/or the State shall not be liable to Successful Respondent, its employees, agents,or others for the
payment of taxes or the provision of unemployment insurance and/or workers' compensation or any
benefit available to a state employee or employee of another governmental entity Customer.
Appendix A Standard Contract Terms and Conditions Page 24
RFO DIR-CPO-TRIP-550 <Rev December 2021>
10.4 Successful Respondent Certifications
A. Successful Respondent represents and warrants that,in accordance with Section 2155.005, Texas
Government Code,neither Successful Respondent nor the firm, corporation,partnership,or
institution represented by Successful Respondent, or anyone acting for such a firm,corporation or
institution has(1)violated any provision of the Texas Free Enterprise and Antitrust Act of 1983,
Chapter 15 of the Texas Business and Commerce Code, or the federal antitrust laws, or(2)
communicated directly or indirectly the contents of this Response to any competitor or any other
person engaged in the same line of business as Successful Respondent.
B. Successful Respondent hereby certifies,represents, and warrants,on behalf of Successful
Respondent that:
i) it has not given,offered to give,and do not intend to give at any time hereafter any
economic opportunity, future employment,gift, loan,gratuity, special discount, trip, favor,
or service to a public servant in connection with the Contract;
ii) it is not currently delinquent in the payment of any franchise tax owed the State and is not
ineligible to receive payment under Section 231.006. Texas Family Code,and acknowledge
the Contract may be terminated and payment withheld if this certification is inaccurate;
iii) neither it,nor anyone acting for it,has violated the antitrust laws of the United States or the
State.nor communicated directly or indirectly to any competitor or any other person
engaged in such line of business for the purpose of obtaining an unfair price advantage;
iv) it has not received payment from DIR or any of its employees for participating in the
preparation of the Contract;
v) under Section 2155.004, Texas Government Code,the individual or business entity named
in the Contract is not ineligible to receive the Contract and acknowledges that the Contract
may be terminated and payment withheld if this certification is inaccurate;
vi) to the best of its knowledge and belief,there are no suits or proceedings pending or
threatened against or affecting Successful Respondent,which if determined adversely to
Successful Respondent,will have a material adverse effect on the ability to fulfill its
obligations under the Contract;
vii) Successful Respondent and its principals are not suspended or debarred from doing
business with the federal government as listed in the System for Award Management
(SAM)maintained by the General Services Administration,nor is Successful Respondent
subject to any Federal Executive Orders issued banning certain entities or countries.
viii) as of the Effective Date, it is not listed in any of the Divestment Statute Lists published on
the Texas State Comptroller's website
(https:i comptroller.texas.gov/purchasingipublicationsidivestment.php);
ix) in the performance of the Contract, Successful Respondent shall purchase products and
materials produced in the State of Texas when available at the price and time comparable to
products and materials produced outside the state,to the extent that such is required under
Section 2155.4441, Texas Government Code;
Appendix A Standard Contract Terms and Conditions Page 25
RFO DIR-CPO-T:MIP-550 <Rev December 2021>
x) all equipment and materials to be used in fulfilling the requirements of the Contract are of
high-quality and consistent with or better than applicable industry standards,if any. All
works and services performed pursuant to the Contract shall be of high professional quality
and workmanship and according consistent with or better than applicable industry
standards, if any;
xi) to the extent Successful Respondent owes any debt including, but not limited to,delinquent
taxes.delinquent student loans, and child support owed to the State of Texas,any payments
or other amounts Successful Respondent is otherwise owed under the Contract may be
applied toward any debt Successful Respondent owes the State of Texas until the debt is
paid in full;
xii) it is in compliance Section 669.003, Texas Government Code,relating to contracting with
executive head of a state agency;
xiii) the provision of goods and services or other performance under the Contract will not
constitute an actual or potential conflict of interest and certify that Successful Respondent
will not reasonably create the appearance of impropriety, and,if these facts change during
the course of the Contract,certify Successful Respondent shall disclose the actual or
potential conflict of interest and any circumstances that create the appearance of
impropriety;
xiv) under Section 2155.006 and Section 2261.053, Texas Government Code, it is not ineligible
to receive the Contract and acknowledges that the Contract may be terminated and payment
withheld if this certification is inaccurate;
xv) it has complied with the Section 556.0055,Texas Government Code,restriction on
lobbying expenditures. In addition, Successful Respondent acknowledges the applicability
of Section 2155.444 and Section 2155.4441, Texas Government Code, in fulfilling the
terms of the Contract;
xvi) Customer's payment and their receipt of appropriated or other funds under this Agreement
are not prohibited by Section 556.005 or Section 556.008,Texas Government Code;
xvii) in accordance with Section 2271.002, Texas Government Code,by signature hereon,
Successful Respondent does not boycott Israel and will not boycott Israel during the term
of the Contract;
xviii) in accordance with Section 2155.0061. Texas Government Code,the individual or business
entity named in the Contract is not ineligible to receive the Contract and acknowledges that
the Contract may be terminated and payment withheld if this certification is inaccurate;
xix) in accordance with Section j252.152,Texas Government Code, it is not identified on a list
prepared and maintained under Section 2270.0201 (previously 806.051)or Section
2252.153,Texas Government Code;
xx) if Successful Respondent is required to make a verification pursuant to Section 2274.002,
Texas Government Code, Successful Respondent verifies that it does not boycott energy
companies and will not boycott energy companies during the term of the Contract;
xxi) if Successful Respondent is required to make a verification pursuant to Section 2274.002,
Texas Government Code, Successful Respondent verifies that it(A)does not have a
practice,policy,guidance,or directive that discriminates against a firearm entity or firearm
trade association and(B)will not discriminate during the term of the contract against a
firearm entity or firearm trade association;
Appendix A Standard Contract Terms and Conditions Page 26
RFO DIR-CPO-TMP-550 <Rev December 202 1-
xxii) under Section 161.0085, Texas Health and Safety Code, Successful Respondent is not
ineligible to receive the Contract;
xxiii) if Successful Respondent is required to make a certification pursuant to Section 2274.0101,
Texas Government Code, (A) Successful Respondent, including a wholly owned
subsidiary,majority-owned subsidiary.parent company, or affiliate of Successful
Respondent,is not owned by or the majority of stock or other ownership interest of
Respondent is not held or controlled by individuals who are citizens of China,Iran,North
Korea,Russia,or a country designated by the Governor as a threat to critical infrastructure;
(B) Successful Respondent, including a wholly owned subsidiary,majority-owned
subsidiary,parent company,or affiliate of Successful Respondent, is not owned by or the
majority of stock or other ownership interest of Successful Respondent is not held or
controlled by a company or other entity, including a governmental entity,that is owned or
controlled by citizens of or is directly controlled by the government of China,Iran,North
Korea,Russia, or a country designated by the Governor as a threat to critical infrastructure;
and(C) Successful Respondent,including a wholly owned subsidiary, majority-owned
subsidiary,parent company, or affiliate of Successful Respondent,is not headquartered in
China,Iran,North Korea.Russia, or a country designated by the Governor as a threat to
critical infrastructure;
xxiv) if the services to be provided under a Purchase Order include cloud computing services,
Successful Respondent shall comply with the requirements of the Texas Risk and
Authorization Management Program("TX-RAMP"), as provided by 1 TAC §§ 202.27 and
202.77,and the TX-RAMP Program Manual("Program Manual"). Successful Respondent
shall maintain program compliance and certification throughout the term of such Purchase
Order,including providing all quarterly and ongoing documentation required by the
Program Manual and any other continuous monitoring documentation or artifacts required
by the Customer issuing such Purchase Order.Upon request from DIR or the Customer
issuing such Purchase Order, Successful Respondent shall provide all documents and
information necessary to demonstrate Successful Respondent's compliance with TX-
RAMP; and
xxv) all information provided by Successful Respondent is current,accurate. and complete.
C. During the term of the Contract,Successful Respondent shall promptly disclose to DIR all
changes that occur to the foregoing certifications,representations,and warranties. Successful
Respondent covenants to fully cooperate in the development and execution of resulting
documentation necessary to maintain an accurate record of the certifications,representations, and
warranties and any changes thereto.
D. In addition, Successful Respondent understands and agrees that if Successful Respondent
responds to certain Customer pricing requests, then,in order to contract with the Customer,
Successful Respondent may be required to comply with additional terms and conditions or
certifications that an individual customer may require due to state and federal law(e.g..privacy
and security requirements).
10.5 Ability to Conduct Business in Texas
Successful Respondent shall be authorized and validly existing under the laws of its state of organization
and shall be authorized to do business in the State of Texas in accordance with Texas Business
Organization Code, Title 1, Chapter 9. Upon request by DIR, Successful Respondent shall provide all
Appendix A Standard Contract Terms and Conditions Page 27
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documents and other information necessary to establish Successful Respondent's authorization to do
business in the State of Texas and the validity of Successful Respondent's existence under the laws of its
state of organization.
10.o Equal Opportunity Compliance
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 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.
10.7 Use of Subcontractors
If Successful Respondent uses any subcontractors in the performance of the Contract, Successful
Respondent must make a good faith effort in the submission of its HUB Subcontracting Plan(HSP)in
accordance with the State's Policy on Utilization of Historically Underutilized Businesses(HUB). A
revised HSP approved by DIR's HUB Office shall be required before Successful Respondent can engage
additional subcontractors in the performance of the Contract. A revised HSP approved by DIR's HUB
Office shall be required before Successful Respondent can remove subcontractors currently engaged in
the performance of the Contract. Successful Respondent shall remain solely responsible for the
performance of its obligations under the Contract.
10.8 Responsibility for Actions
A. Successful Respondent is solely responsible for its actions and those of its agents,employees, or
subcontractors, and agrees that neither Successful Respondent nor any of the foregoing has any
authority to act or speak on behalf of DIR or the State.
B. Successful Respondent,for itself and on behalf of its subcontractors, shall report to the DIR
Contract Manager within five(5)business days any change to the information contained in the
Certification Statement of Exhibit A of the RFO or Section 10.4, Successful Respondent
Certifications of this Appendix A to the Contract. Successful Respondent covenants to fully
cooperate with DIR to update and amend the Contract to accurately disclose employment of
current or former State employees and their relatives and/or the status of conflicts of interest.
10.9 Confidentiality
A. Successful Respondent acknowledges that DIR and Customers that are governmental bodies as
defined by Section 552.003, Texas Government Code, are subject to the Texas Public Information
Act. Successful Respondent also acknowledges that DIR and Customers that are state agencies
will comply with the Public Information Act,and with all opinions of the Texas Attorney
General's office concerning this Act.
Appendix A Standard Contract Terms and Conditions Page 28
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B. Under the terms of the Contract,DIR may provide Successful Respondent with information
related to Customers. Successful Respondent shall not re-sell or otherwise distribute or release
Customer information to any party in any manner.
10.10 Security of Premises,Equipment,Data and Personnel
A. Successful Respondent or Third-Party Providers may,from time to time during the performance
of the Contract,have access to the personnel,premises,equipment,and other property,including
data, information, files, and materials belonging to a Customer. Successful Respondent and
Third-Party Providers shall preserve the safety, security, and the integrity of such personnel.
premises,equipment, and other property, including data,information,files, and materials
belonging to Customer,in accordance with the instruction of Customer and to the degree in
which Successful Respondent or such Third-Party Provider protects its own information.
Successful Respondent shall be responsible for damage to Customer's equipment,workplace,
and its contents when such damage is caused by Successful Respondent or a Third-Party
Provider. If Successful Respondent or Third-Party Provider fails to comply with Customer's
security requirements,then Customer may immediately terminate the Purchase Order and related
Service Agreement.
B. If a Purchase Order is subject to Section 2054.138,Texas Government Code, Successful
Respondent shall meet the security controls required by such Purchase Order,and shall
periodically provide to the Customer evidence that Successful Respondent meets such required
security controls.
10.1 I Background and/or Criminal History Investigation
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 andior 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.
10.12 Limitation of Liability
A. For any claim or cause of action arising under or related to the Contract,to the extent permitted
by the Constitution and the laws of the State,none of the parties shall be liable to the other for
punitive, special, or consequential damages,even if it is advised of the possibility of such
damages.
B. Successful Respondent and a Customer may include in a Purchase Order a term limiting
Successful Respondent's liability for damages in any claim or cause of action arising under or
related to such Purchase Order; provided that any such term may not limit Successful
Respondent's liability below two-times the total value of the Purchase Order. Such value includes
all amounts paid and amounts to be paid over the life of the Purchase Order to Successful
Respondent by such Customer as described in the Purchase Order.
C. Notwithstanding the foregoing or anything to the contrary herein, any limitation of Successful
Respondent's liability contained herein or in a Purchase Order shall not apply to: claims of bodily
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injury;violation of intellectual property rights including but not limited to patent,trademark,or
copyright infringement; indemnification requirements under the Contract; and violation of State
or Federal law including but not limited to disclosures of confidential information and any
penalty of any kind lawfully assessed as a result of such violation.
10.1; Overcharges
Successful Respondent hereby assigns to DIR any and all of its claims for overcharges associated with the
Contract which arise under the antitrust laws of the United States, 15 U.S.C.A. Section 1, et seq., and
which arise under the antitrust laws of the State of Texas, Tex. Bus. and Comm. Code Section 15.01,et
seq.
10.14 Prohibited Conduct
Successful Respondent represents and warrants that,to the best of its knowledge as of the date of this
certification. neither Successful Respondent nor any subcontractor, firm,corporation,partnership, or
institution represented by Successful Respondent,nor anyone acting for Successful Respondent or such
subcontractor, firm,corporation or institution has: (1)violated the antitrust laws of the State of Texas
under Texas Business&Commerce Code,Chapter 15, or the federal antitrust laws;or(2)communicated
its response to the RFO directly or indirectly to any competitor or any other person engaged in such line
of business during the procurement for the Contract.
10.15 Required Insurance Coverage
A. As a condition of the Contract, Successful Respondent shall provide the listed insurance coverage
within five(5) business days of execution of the Contract if Successful Respondent is awarded
services which require that Successful Respondent's employees perform work at any Customer
premises or use vehicles to conduct work on behalf of Customers.In addition, when engaged by a
Customer to provide services on Customer premises, Successful Respondent shall, at its own
expense, secure and maintain the insurance coverage specified herein, and shall provide proof of
such insurance coverage to such Customer within five(5)business days following the execution
of the Purchase Order. Successful Respondent may not begin performance under the Contract
and,or a Purchase Order until such proof of insurance coverage is provided to, and approved by,
DIR and the Customer. If Successful Respondent's services under the Contract will not require
Successful Respondent to perform work on Customer premises,or to use vehicles(whether
owned or otherwise)to conduct work on behalf of Customers, Successful Respondent may certify
to the foregoing facts,and agree to provide notice and the required insurance if the foregoing
facts change. The certification and agreement must be provided by executing the Certification of
Off-Premise Customer Services in the form provided by DIR,which shall serve to meet the
insurance requirements.
B. All required insurance must be issued by companies that have an A rating and a minimum
Financial Size Category Class of VII from AM Best, and are licensed in the State of Texas and
authorized to provide the corresponding coverage. The Customer and DIR will be named as
additional insureds on all required coverage.Required coverage must remain in effect through the
term of the Contract and each Purchase Order issued to Successful Respondent thereunder. The
minimum acceptable insurance provisions are as follows:
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10.15.1 Commercial General Liability
Commercial General Liability must include S1.000,000.00 per occurrence for Bodily Injury and Property
Damage with a separate aggregate limit of S2,000,000.00;Medical Expenses per person of$5,000.00;
Personal Injury and Advertising Liability of S 1,000,000.00;Products/Completed Operations aggregate
Limit of$2,000,000.00 and Damage to Premises Rented: $50,000.00. Agencies may require additional
Umbrella/Excess Liability insurance. The policy shall contain the following provisions:
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.
10.15.2 Workers' Compensation Insurance
Workers' Compensation Insurance and Employers' Liability coverage must include limits consistent with
statutory benefits outlined in the Texas Workers' Compensation Act(Title 5. Subtitle A,Texas Labor
Code) and minimum policy limits for Employers' Liability of$1,000,000 per accident, $1,000.000
disease PER EMPLOYEE and S1,000,000 per disease POLICY LIMIT.
10.15.3 Business Automobile Liability Insurance
Business Automobile Liability Insurance must cover all owned,non-owned, and hired vehicles with a
minimum combined single limit of$500,000 per occurrence for bodily injury and property damage. The
policy shall contain the following endorsements in favor of DIR and/or Customer:
A. Waiver of subrogation;
B. Additional insured.
10.16 Use of State Property
Successful Respondent is prohibited from using a Customer's equipment. location,or any other resources
of a Customer, DIR.or the State of Texas for any purpose other than performing services under this
Agreement. For this purpose,equipment includes, but is not limited to, copy machines, computers and
telephones using State of Texas long distance services. Any charges incurred by Successful Respondent
using a Customer's equipment for any purpose other than performing services under this Agreement must
be fully reimbursed by Successful Respondent to such Customer immediately upon demand by such
Customer. Such use shall constitute breach of contract and may result in termination of the Contract,the
Purchase Order, and other remedies available to DIR and Customer under the Contract and applicable
law.
10.17 Immigration
A. Successful Respondent shall comply with all requirements related to federal immigration laws
and regulations,to include but not be limited to, the Immigration and Reform Act of 1986,the
Illegal Immigration Reform and Immigrant Responsibility Act of 1996("IIRIRA")and the
Immigration Act of 1990(8 U.S.C.1101, et seq.)regarding employment verification and retention
of verification forms for any individual(s)who will perform any labor or services under the
Contract.
B. Pursuant to Chapter 673,Texas Government Code, Successful Respondent shall. as a condition of
the Contract, also comply with the United States Department of Homeland Security's E-Verify
system to determine the eligibility of:
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RFO DIR-CPO-TMP-550 <Rev December 2021`°
i) all persons 1)to whom the E-Verify system applies,and 2)who are hired by Successful
Respondent during the term of the Contract to perform duties within Texas;and
ii) all subcontractors' employees 1)to whom the E-Verify system applies, and 2)who are
hired by the subcontractor during the term of the Contract and assigned by the
subcontractor to perform work pursuant to the Contract.
C. Successful Respondent shall require its subcontractors to comply with the requirements of this
Section and Successful Respondent is responsible for the compliance of its subcontractors.
Nothing herein is intended to exclude compliance by Successful Respondent and its
subcontractors with all other relevant federal immigration statutes and regulations promulgated
pursuant thereto.
10.18 Public Disclosure
No public disclosures or news releases pertaining to the Contract shall be made by Successful Respondent
without prior written approval of DIR.
10,19 Product and/or Services Substitutions
Substitutions are not permitted without the prior written consent of DIR or Customer.
10.20 Secure Erasure of Hard Disk Managed Services Products and/or Services
Successful Respondent agrees that all managed service products and/or services equipped with hard disk
drives(e.g., computers,telephones,printers, fax machines, scanners,multifunction devices)shall have the
capability to securely erase,destroy, or render unreadable data written to the hard drive prior to final
disposition of such managed service products and/or services, either at the end of the managed service
product and/or services' useful life or at the end of the Customer's managed service product and/or
services' useful life or the end of the related Purchase Order for such products and/or services, in
accordance with 1 TAC 202 or MST 800-88.
10.2 I Deceptive Trade Practices; Unfair Business Practices
A. Successful Respondent represents and warrants that neither Successful Respondent nor any of its
subcontractors has been(i)found liable in any administrative hearing, litigation or other
proceeding of Deceptive Trade Practices violations as defined under Chapter 17,Texas Business
&Commerce Code, or(ii)has outstanding allegations of any Deceptive Trade Practice pending
in any administrative hearing,litigation or other proceeding.
B. Successful Respondent certifies that it has no officers who have served as officers of other
entities who(i)have been found liable in any administrative hearing, litigation or other
proceeding of Deceptive Trade Practices violations or(ii)have outstanding allegations of any
Deceptive Trade Practice pending in any administrative hearing, litigation or other proceeding.
10.22 Drug Free Workplace Policy
Successful Respondent shall comply with the applicable provisions of the Drug-Free Work Place Act of
1988(41 U.S.C. § 8101-810b)and maintain a drug-free work environment;and the final rule,
government-wide requirements for drug-free work place(Financial Assistance), issued by the Office of
Management and Budget(2 C.F.R.Part 280, Subpart F182)to implement the provisions of the Drug-Free
Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant
provisions thereof, including any amendments to the final rule that may hereafter be issued.
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RFO DIR-CPO-TIIIP-550 <Rev December 202 1
10.23 Public Information
A. Pursuant to Section 2252.907,Texas Government Code, Successful Respondent is required to
make any information created or exchanged with the State pursuant to the Contract, and not
otherwise excepted from disclosure under the Texas Public Information Act, available in a format
that is accessible by the public at no additional charge to the State.
B. Each State government entity should supplement the provision set forth in Section A,above,with
the additional terms agreed upon by the parties regarding the specific format by which Successful
Respondent is required to make the information accessible by the public.
C. Successful Respondent represents and warrants that it will comply with the requirements of
Section 552.372(a), Texas Government Code,where applicable. Except as provided by Section
552.374(c), Texas Government Code, the requirements of Subsection J, Chapter 552, Texas
Government Code,may apply to the Contract or certain Purchase Orders, and Successful
Respondent agrees that the Contract or such Purchase Orders can be terminated if Successful
Respondent knowingly or intentionally fails to comply with a requirement of that subchapter.
10.24 Successful Respondent Reporting Requirements
Successful Respondent shall comply with Subtitle C.Title 5,Business& Commerce Code. Chapter 109.
requiring computer technicians to report images of child pornography.
10.25 Cybersecurityy Training
In accordance with Section 2.054.5192, Texas Government Code, for any contract with a state agency or
institution of higher education,if Successful Respondent,or a subcontractor,officer,or employee of
Successful Respondent,will have access to a state computer system or database,then Successful
Respondent shall ensure that such officer,employee,or subcontractor shall complete a cybersecurity
training program certified under Section 2054.519, Texas Government Code, as selected by Customer
state agency or institution of higher education. The cybersecurity training program must be completed by
such officer, employee,or subcontractor during the term of the Contract and during any renewal period.
Successful Respondent shall verify to the Customer state agency or institution of higher education
completion of the program by each such officer,employee,or subcontractor.
11 CONTRACT ENFORCEMENT
11.1 Enforcement of Contract and Dispute Resolution
A. Successful Respondent and DIR agree to the following: (i)a party's failure to require strict
performance of any provision of the Contract shall not waive or diminish that party's right
thereafter to demand strict compliance with that or any other provision,(ii)for disputes not
resolved in the normal course of business, the dispute resolution process provided for in Chapter
2260, Texas Government Code, shall be used.(iii)except as provided in Sec. 2251.051 Texas
Government Code, Successful Respondent shall continue performance while the dispute is being
resolved, and(iv)actions or proceedings arising from the Contract shall be heard in a state court
of competent jurisdiction in Travis County, Texas.
B. Disputes arising between a Customer and Successful Respondent shall be resolved in accordance
with the dispute resolution process of the Customer that is not inconsistent with the above. DIR
shall not be a party to any such dispute unless DIR,Customer,and Successful Respondent agree
in writing.
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RFO DIR-CPO-TMP-550 <Rev December 2021>
C. State agencies are required by rule(34 TAC §20.108(b))to report vendor performance through
the Vendor Performance Tracking System(VPTS)on every purchase over$25,000.00.
11.2 Termination
11.2.1 Termination for Non-Appropriation
11?.1.1 Termination for Non Appropriation by Customer
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, Successful Respondent will be provided 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,nor shall it be liable for any damages or
any other amounts which are caused by or associated with such termination.
11.2.1.2 Termination for Non-Appropriation by DIR
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,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.
11.2.2 Absolute Right
DIR shall have the absolute right to terminate the Contract without recourse in the event that: i)
Successful Respondent becomes listed on the prohibited vendors list authorized by Executive Order
#13224. "Blocking Property and Prohibiting Transactions with Persons Who Commit,Threaten to
Commit. or Support Terrorism",published by the United States Department of the Treasury,Office of
Foreign Assets Control; ii)Successful Respondent becomes suspended or debarred from doing business
with the federal government as listed in the System for Award Management(SAM)maintained by the
General Services Administration;or(iii)Successful Respondent is found by DIR to be ineligible to hold
the Contract under Subsection(b)of Section 2155.006,Texas Government Code. Successful Respondent
shall be provided written notice in accordance with Section 14.1,Notices, of intent to terminate.
11.2.3 Termination for Convenience
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 by giving the other party thirty(30)calendar
days' written notice.
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11.2.4 Termination for Cause
11.2.4.1 Contract
Either DIR or Successful Respondent may issue a written notice of default to the other upon the
occurrence of a material breach of any covenant, certification,representation,warranty,or
provision of the Contract,upon the following preconditions: first,the parties must comply with
the requirements of Chapter 2260, Texas Government Code in an attempt to resolve a dispute;
second, after complying with Chapter 2260,Texas Government Code, and the dispute remains
unresolved,then the non-defaulting party shall give the defaulting party thirty(30)calendar days
from receipt of notice to cure said default. If the defaulting party fails to cure said default within
the timeframe allowed,the non-defaulting party may,at its option and in addition to any other
remedies it may have available,cancel and terminate the Contract. Customers purchasing
products or services under the Contract have no power to terminate the Contract for default.
11.2.4.2 Purchase Order
Customer or Successful Respondent may terminate a Purchase Order or other contractual
document or relationship upon the occurrence of a material breach of any term or condition: (i)of
the Contract,or(ii) included in the Purchase Order or other contractual document or relationship,
upon the following preconditions: first,the parties must comply with the requirements of Chapter
2260, Texas Government Code,in an attempt to resolve a dispute; second,after complying with
Chapter 2260,Texas Government Code, and the dispute remains unresolved,then the non-
defaulting party shall give the defaulting party thirty(30)calendar days from receipt of notice to
cure said default. If the defaulting party fails to cure said default within the timeframe allowed,
the non-defaulting party may, at its option and in addition to any other remedies it may have
available, cancel and terminate the Purchase Order. Customer may immediately suspend or
terminate a Purchase Order without advance notice in the event Successful Respondent fails to
comply with confidentiality,privacy, security requirements,environmental, or safety laws or
regulations, if such non-compliance relates or may relate to vendor provision of goods or services
to the Customer.
11.2_.5 Inunediate Termination or Suspension
DIR may immediately suspend or terminate the Contract without advance notice if DIR receives notice or
knowledge of potentially criminal violations by Successful Respondent(whether or not such potential
violations directly impact the provision of goods or services under the Contract). In such case, Successful
Respondent may be held ineligible to receive further business or payment but may be responsible for
winding down or transition expenses incurred by Customer.DIR or Customer will use reasonable efforts
to provide notice(to the extent allowed by law)to Successful Respondent within five(5)business days
after the suspension or termination. Successful Respondent may provide a response and request an
opportunity to present its position.DIR or Customer will review Successful Respondent's presentation
but is under no obligation to provide formal response.
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11.2.6 Customer Rights Under Termination
In the event the Contract expires or is terminated for any reason.a Customer shall retain its rights under
the Contract and any Purchase Order issued prior to the termination or expiration of the Contract. The
Purchase Order survives the expiration or termination of the Contract in accordance with Section 4.5.
11.2.7 Successful Respondent Rights Under Termination
In the event a Purchase Order expires or is terminated, a Customer shall pay all amounts due for products
or services ordered prior to the effective expiration or termination date and ultimately accepted.
1 1.3 Force Majeure
DIR, Customer.or Successful Respondent may be excused from performance under the Contract or a
Purchase Order for any period when performance is prevented as the result of an act of God, strike,war,
civil disturbance,epidemic, or court order(each such event, an"Event of Force Majeure"),provided that
the party experiencing such Event of Force Majeure has prudently and promptly acted to take any and all
steps that are within the parry's control to ensure performance and to shorten the duration or impact of the
Event of Force Majeure. The party suffering an Event of Force Majeure shall provide notice of the event
to the other parties when commercially reasonable. Subject to this Section, such non-performance shall
not be deemed a default or a ground for termination.However, a Customer may terminate a Purchase
Order if it is determined by such Customer that Successful Respondent will not be able to deliver services
in a timely manner to meet the business needs of such Customer.
12 NON-SOLICITATION OF STATE EMPLOYEES
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.
13 WARRANTY
Customers may provide written notice to Successful Respondent of errors,inaccuracies,or other
deficiencies in products or services provided by Successful Respondent under a Purchase Order within
thirty(30)calendar days or receipt of an invoice for such products or services. Successful Respondent
shall correct such error, inaccuracy,or other deficiency at no additional cost to Customer.
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14 NOTIFICATION
14.1 Notices
All notices. demands, designations,certificates, requests, offers,consents, approvals, and other
instruments given pursuant to the Contract shall be in writing and shall be validly given on: (i)the date of
delivery if delivered by email. facsimile transmission,mailed by registered or certified mail,or hand
delivered,or(ii)three(3)business days after being mailed via United States Postal Service.All notices
under the Contract shall be sent to a party at the respective address indicated in the Contract or to such
other address as such party shall have notified the other party in writing.
14.2 Handling of Written Complaints
In addition to other remedies contained in the Contract, a person contracting with DIR may direct their
written complaints to the following office:
Public Information Office
Department of Information Resources
Attn: Public Information Officer
300 W. 15th Street, Suite 1300
Austin, Texas 78701
(512)475-4759,facsimile
15 CAPTIONS
The captions contained in the Contract,Appendices, and its Exhibits are intended for convenience and
reference purposes only and shall in no way be deemed to define or limit any provision thereof.
<END OF APPENDIX A>
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