DIR-TSO-3984 ContractDIR Contract No. DIR-TSO-3984
Vendor Contract No. ________________
Department of Information Resources
DIR-TSO-3984 Page 1 of 5 (DIR rev 05/28/15)
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
SHI GOVERNMENT SOLUTIONS, 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 SHI Government Solutions, Inc. (hereinafter “Vendor”), with its principal place of
business at 1301 South MoPac Expressway, Suite 375, Austin, Texas 78746.
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-225, on February 27, 2015, for
Software, including Software as a Service, Products and Related Services. Upon execution
of this Contract, a notice of award for RFO DIR-TSO-TMP-225 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-225, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-225,
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actually conflict, the more recent provisions shall be deemed to have superseded earlier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 term of this Contract shall be one (1) year commencing on the last date of approval by
DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend the
Contract, upon mutual agreement, for up to three (3) optional one-year terms. Additionally,
the parties by mutual agreement may extend the term for up to ninety (90) additional
calendar days.
DIR Contract No. DIR-TSO-3984
Vendor Contract No. ________________
Department of Information Resources
DIR-TSO-3984 Page 2 of 5 (DIR rev 05/28/15)
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to SHI Government Solutions are
Software products, and related services including Software as a Service (SaaS) 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 Software and related Services,
including Software as a Service (SAAS), 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 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 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:
Kelly Parker, CTPM, CTCM
Director, Cooperative Contracts
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-1647
Facsimile: (512) 475-4759
Email: kelly.parker@dir.texas.gov
DIR Contract No. DIR-TSO-3984
Vendor Contract No. ________________
Department of Information Resources
DIR-TSO-3984 Page 3 of 5 (DIR rev 05/28/15)
If sent to the Vendor:
Victoria Pubylski
SHI Government Solutions, Inc.
1301 South Mo-Pac Expressway, Suite 375
Austin, Texas 78746
Phone: (512) 582-6724
Fax: (512) 732-0232
Email: Victoria_Pubylski@shi.com
7. Software License and Service Agreements
A. Software License and Service Agreements
This contract does not include approved End Users License Agreements (EULA) or
Service Agreements for any software or services provided under this DIR contract. If
manufactures require such documents signed by DIR State of Texas Agencies
Customers. Vendor will be required to:
a. Submit such documents for review and approval prior to processing and closing
sales. Note: DIR reserves the right to determine if a formal amendment is
required.
b. If determined that an amendment is required Vendor will not process sales until
such amendment is executed.
If any other DIR approved Customer request that documents, be reviewed by DIR prior
to being signed; vendor must follow items a and b above.
To the extent that such agreements are signed by DIR customers without the approval
of DIR, such agreements may be void and unenforceable. DIR contract DIR-TSO-3984
Section C, Order of Precedence govern any sales referencing this DIR contract.
B. 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.
DIR Contract No. DIR-TSO-3984
Vendor Contract No. ________________
Department of Information Resources
DIR-TSO-3984 Page 4 of 5 (DIR rev 05/28/15)
C. Conflicting or Additional Terms
In the event that conflicting or additional terms in Vendor Software License
Agreements, Vendor Shrink/Click Wrap License Agreements, Vendor Service
Agreements or linked or supplemental Vendor 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 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.
The foregoing requirements do not apply to contracts between Customer and a software
publisher.
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product
and Related Services Contracts or any Appendices.
A. Appendix A, Section 5, Intellectual Property is hereby deleted and replaced in its
entirety as follows:
This contract does not contemplate, authorize or support acquisition of custom software
products or services. If Vendor and Customer seek to contract for such product or
service, they must use a separate contract or seek amendment with DIR of this contract.
If DIR and Vendor decide to authorize customized software or hardware products; then
the intellectual property language will be negotiated and applied.
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DIR Contract No. DIR-TSO-3984
Vendor Contract No. ________________
Department of Information Resources
DIR-TSO-3984 Page 5 of 5 (DIR rev 05/28/15)
This Contract is executed to be effective as of the date of last signature.
SHI GOVERMENT SOLUTIONS, INC.
Authorized By: ___Signature on File_____
Name: __Natalie Castagno _____________
Title: __Director of Response Team_____
Date: _____10/05/2017_________________
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on File_______
Name: _ _Hershell Becker ______________
Title: __Chief Procurement Officer_______
Date: ______10/09/2017__ _ __
Office of General Counsel: __Signature on File____ _ Date: __10/06/2017___________