DIR-CPO-4470 ContractDIR Contract No. DIR‐CPO‐4470
Vendor Contract No. ________________
Department of Information Resources Page 1 of 5 (DIR rev 01/2020)
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
Datavox, Inc
1. Introduction
A. Parties
This Contract for products and related services is entered into between the State of Texas, acting
by and through the Department of Information Resources (hereinafter “DIR”) with its principal
place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and Datavox, Inc
(hereinafter “Vendor”), with its principal place of business at 6650 West Sam Houston Parkway
South Houston,TX 77072.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of Texas.
DIR issued a solicitation on the Comptroller of Public Accounts’ Electronic State Business Daily,
Request for Offer (RFO) DIR‐TSO‐TMP‐424, on 3/15/2019, for Education Information Technology
(I.T.) Products and Related Services. . Upon execution of this Contract, a notice of award for RFO
DIR‐TSO‐TMP‐424 shall be posted by DIR on the Electronic State Business Daily.
C. Order of Precedence
For purchase transactions under this Contract, the order of precedence shall be as follows: this
Contract; Appendix A, Standard Terms and Conditions For Products and Related Services
Contracts; Appendix B, Vendor’s Historically Underutilized Businesses Subcontracting Plan;
Appendix C, Pricing Index; Exhibit 1, Vendor’s Response to RFO DIR‐TSO‐TMP‐424, including all
addenda; and Exhibit 2, DIR‐TSO‐TMP‐424, including all addenda; are incorporated by reference
and constitute the entire agreement between DIR and Vendor governing purchase transactions.
In the event of a conflict between the documents listed in this paragraph related to purchases,
the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix
C, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in
multiple documents address the same or substantially the same subject matter but do not actually
conflict, the more recent provisions shall be deemed to have superseded earlier provisions.
2. Term of Contract
The initial term of this Contract shall be two (2) years commencing on the last date of approval by
DIR and Vendor, with one (1) optional two‐year renewal and one (1) optional one‐year renewal.
Prior to expiration of each term, the contract will renew automatically under the same terms and
conditions unless either party provides notice to the other party 60 days in advance of the renewal
date stating that the party wishes to discuss modification of terms or not renew. Additionally, the
parties by mutual agreement may extend the term for up to ninety (90) additional calendar days.
DIR Contract No. DIR‐CPO‐4470
Vendor Contract No. ________________
Department of Information Resources Page 2 of 5 (DIR rev 01/2020)
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to a Education Information Technology
(I.T.) Products as specified in Appendix C, Pricing Index. Vendor may incorporate changes to
their product offering; however, any changes must be within the scope of products awarded
based on the posting described in Section 1.B above. Vendor may not add a manufacturer’s
product line which was not included in the Vendor’s response to the solicitation described in
Section 1.B above.
B. Services
Services available under this Contract are limited to Education Information Technology
(I.T.) Services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to
their service offering; however, any changes must be within the scope of services awarded
based on the posting described in Section 1.B above.
4. Pricing
Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders,
Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR
Administrative Fee.
5. DIR Administrative Fee
A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to
Customers pursuant to this Contract is three‐quarters of one percent (.75%). Payment will be
calculated for all sales, net of returns and credits. For example, the administrative fee for sales
totaling $100,000.00 shall be $750.00.
B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to
change this fee upwards or downwards during the term of this Contract, upon written notice to
Vendor without further requirement for a formal contract amendment. Any change in the
administrative fee shall be incorporated in the price to the Customer.
6. Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
If sent to the State:
Hershel Becker or Successor in Office
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475‐4700
DIR Contract No. DIR‐CPO‐4470
Vendor Contract No. ________________
Department of Information Resources Page 3 of 5 (DIR rev 01/2020)
If sent to the Vendor:
Neil Ferguson
Datavox, Inc
6650 West Sam Houston Parkway South
Houston,TX 77072
Phone: ( 713 ) 881 ‐ 7107
Facsimile: (713 ) 881 ‐ 7207
Email: neil@datavox.net
7. Software License, Service and Leasing Agreements
A. Shrink/Click‐wrap License Agreement
Regardless of any other provision or other license terms which may be issued by Vendor after
the effective date of this Contract, and irrespective of whether any such provisions have been
proposed prior to or after the issuance of a Purchase Order for products licensed under this
Contract, or the fact that such other agreement may be affixed to or accompany software
upon delivery (shrink‐wrap), the terms and conditions set forth in this Contract shall
supersede and govern the license terms between Customers and Vendor. It is the
Customer’s responsibility to read the Shrink/Click‐wrap License Agreement and determine
if the Customer accepts the license terms as amended by this Contract. If the Customer
does not agree with the license terms, Customer shall be responsible for negotiating with
the reseller to obtain additional changes in the Shrink/Click‐wrap License Agreement
language from the software publisher.
B. Conflicting or Additional Terms
In the event that conflicting or additional terms in Vendor Software License Agreements,
Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental
documents amend or diminish the rights of DIR Customers or the State, such conflicting or
additional terms shall not take precedence over the terms of this Contract.
In the event of a conflict, any linked documents may not take precedence over the printed or
referenced documents comprising this contract; provided further that any update to such
linked documents shall only apply to purchases or leases of the associated Vendor product or
service offering after the effective date of the update; and, provided further, that, if Vendor
has responded to a solicitation or request for pricing, no update of such linked documents on
or after the initial date of Vendor’s initial response shall apply to that purchase unless Vendor
directly informs Customer of the update before the purchase is consummated.
In the event that different or additional terms or conditions would otherwise result from
accessing a linked document, agreement to said linked document shall not be effective until
reviewed and approved in writing by Customer’s authorized signatory.
Vendor shall not [without prior written agreement from Customer’s authorized signatory,]
require any document that: 1) diminishes the rights, benefits, or protections of the
Customer, or that alters the definitions, measurements, or method for determining any
DIR Contract No. DIR‐CPO‐4470
Vendor Contract No. ________________
Department of Information Resources Page 4 of 5 (DIR rev 01/2020)
authorized rights, benefits, or protections of the Customer; or 2) imposes additional costs,
burdens, or obligations upon Customer, or that alters the definitions, measurements, or
method for determining any authorized costs, burdens, or obligations upon Customer.
If Vendor attempts to do any of the foregoing, the prohibited documents will be void and
inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor
will nonetheless be obligated to perform the contract without regard to the prohibited
documents, unless Customer elects instead to terminate the contract, which in such case may
be identified as a termination for cause against Vendor.
The foregoing requirements apply to all contracts, including, but not limited to, contracts
between Customer and a reseller who attempts to pass through documents and obligations
from its Manufacturer of Publisher.
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and
Related Services Contracts.
No exceptions have been agreed to by DIR and Vendor.
DIR Contract No. DIR‐CPO‐4470
Vendor Contract No. ________________
Department of Information Resources Page 5 of 5 (DIR rev 01/2020)
This Contract is executed to be effective as of the date of last signature.
Datavox, Inc
Authorized By: Signature on File
Name: Neil Ferguson
Title: SR VP Marketing
Date: 1/15/2020
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on File
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 1/23/2020
Office of General Counsel: M.H. 1/21/2020