DIR-TSO-3416 ContractDIR Contract No. DIR-TSO-3416
Vendor Contract No. ________________
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STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
T-MOBILE USA, 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 T-Mobile USA, Inc. (hereinafter “Vendor”), with its principal place of business at
12920 SE 38th Street, Bellevue, Washington 98006.
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-234, on December 9, 2015, for
Hardware, Software and Services for Wireless Voice, Data, Pagers and Mobile Satellite
Voice. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-234
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-234, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-234,
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actually conflict, the more recent provisions shall be deemed to have superseded earlier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 two (2) years 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 two (2) optional one-year terms.
Additionally, the parties by mutual agreement may extend the term for up to ninety (90)
DIR Contract No. DIR-TSO-3416
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additional calendar days.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Wireless Voice and Data Products
required for services offered in B. below 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 Wireless Voice and Data 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 two percent (2%). Payment will be
calculated for all sales, net of returns and credits. For example, the administrative fee for
sales totaling $100,000 shall be $2,000.
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:
Shannon Kelley, CTPM, CTCM
Manager, Contract and Vendor Management
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 936-2233
Facsimile: (512) 475-4759
DIR Contract No. DIR-TSO-3416
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Email: shannon.kelley@dir.texas.gov
If sent to the Vendor:
T-Mobile USA, Inc.
Attn: Vice President, Business and Government Sales
12920 SE 38th Street
Bellevue, WA 98006
With a copy to:
T-Mobile USA, Inc.
Attn: Legal Department
12920 SE 38th Street
Bellevue, WA 98006
7. Software License and Service Agreement
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.
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.
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DIR Contract No. DIR-TSO-3416
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This Contract is executed to be effective as of the date of last signature.
T-Mobile USA, Inc.
Authorized By: __Signature on File________
Name: _Matt Millen___________________
Title: _VP T-Mobile____________________
Date: ___4/27/2016___________________
The State of Texas, acting by and through the Department of Information Resources
Authorized By: _Signature on File__________
Name: _ Wayne Egeler_______________
Title: __CTS Director_ ________
Date: ___5/3/2016_____________ _ __
Office of General Counsel: __Initials on File___ _