DIR-TSO-4236 ContractDIR Contract No. DIR-TSO-4236
Vendor Contract No. ________________
Department of Information Resources Page 1 of 6 (DIR rev 03/2018)
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
DLT SOLUTIONS, LLC
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 DLT Solutions, LLC
(hereinafter “Vendor”), with its principal place of business at 2411 Dulles Corner Park, Suite 800
Herndon, Virginia 20171.
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-416, on 2/26/2018, for Software Products, Software as a
Service, and Enterprise Resource Planning Software Modules Products and Services. Upon
execution of this Contract, a notice of award for RFO DIR-TSO-TMP-416 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; Appendix D, End User License Agreement (Polyverse); Exhibit 1,
Vendor’s Response to RFO DIR-TSO-TMP-416, including all addenda; and Exhibit 2, DIR-TSO-TMP-
416, 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 Appendix D, 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the more recent provisions shall be deemed to have superseded earlier provisions.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, the contract will renew automatically in two
(2) year increments for two additional terms 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-TSO-4236
Vendor Contract No. ________________
Department of Information Resources Page 2 of 6 (DIR rev 03/2018)
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Software, Software as a Service (SaaS),
Software Subscription’s, service 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 Products Related Services and
Software 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.
C. Emerging Technologies and Future Acquisitions
DIR recognizes that technology is ever-evolving and advancing. DIR reserves the right to
consider the addition of emerging technology such as next generation, enhancements and
upgrades for products and services that are within the scope the solicitation described in
Section 1.B above. Vendor may propose such products and services throughout the term of
the contract. Pricing and terms will be negotiated upon DIR acceptance. Any determination
will be at DIR’s sole discretion and any decision will be final. In addition, Texas DIR and Vendor
may mutually agree to add future acquisitions of Vendor to the contract. Subsequent terms
of the acquisition(s) and pricing will be mutually agreed upon in writing and amended under
the contract
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 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.
DIR Contract No. DIR-TSO-4236
Vendor Contract No. ________________
Department of Information Resources Page 3 of 6 (DIR rev 03/2018)
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 A 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
If sent to the Vendor:
Joe Donohue
Chief Financial Officer
DLT Solutions, LLC
2411 Dulles Corner Park
Suite 800
Herndon, Virginia 20171
Phone: (703)708-9127
Facsimile: (866) 708-6707
Email: joe.donohue@dlt.com
7. Software License and Service Agreements
A. Software License Agreement
1) Customers acquiring software licenses under the Contract shall hold, use and operate
such software subject to compliance with the Software End User License Agreement set forth
in Appendix D, of this Contract. No changes to the Software License Agreement terms and
conditions may be made unless previously agreed to between Vendor and DIR. Order Fulfiller
shall make the Software License Agreement terms and conditions available to all Customers
at all times.
2) Customers may not add, delete or alter any of the language in Appendix D; provided
however, that a Customer and Vendor may agree to additional terms and conditions that do
not diminish a term or condition in the Software End User License Agreement, or in any
manner lessen the rights or protections of Customer or the responsibilities or liabilities of
Vendor.
3) Compliance with the Software End User License Agreement is the responsibility of the
Customer. DIR shall not be responsible for any Customer’s compliance with the Software
License Agreement. If DIR purchases software licenses for its own use under this Contract, it
shall be responsible for its compliance with the Software License Agreement terms and
conditions.
DIR Contract No. DIR-TSO-4236
Vendor Contract No. ________________
Department of Information Resources Page 4 of 6 (DIR rev 03/2018)
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.
C. 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 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.
DIR Contract No. DIR-TSO-4236
Vendor Contract No. ________________
Department of Information Resources Page 5 of 6 (DIR rev 03/2018)
8. Authorized Exceptions to Appendix A, Standard Terms and Conditions for Product and Related
Services Contracts.
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-4236
Vendor Contract No. ________________
Department of Information Resources Page 6 of 6 (DIR rev 03/2018)
This Contract is executed to be effective as of the date of last signature.
DLT Solutions, LLC
Authorized By: Signature on File
Name: Joe Donohue
Title: CFO
Date: 10/16/19
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: 10/18/22019
Office of General Counsel: Signature on File Date: 10/17/2019