DIR-TSO-4247 ContractDIR Contract No. DIR-TSO-4247
Vendor Contract No. ________________
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Department of Information Resources (DIR rev 3/2018)
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
ANIXTER, INC.
1. Introduction
A. Parties
This Contract for Services (“Contract”) is entered into between the State of Texas
(“State”), acting by and through the Department of Information Resources (“DIR”) with
its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701,
and Anixter, Inc. (“Vendor”), with its principal place of business at 2301 Patriot Blvd,
Glenview, IL 60026.
B. Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State.
DIR issued a solicitation on the Comptroller of Public Accounts’ Electronic State Business
Daily, Request for Offer (RFO) DIR-TSO-TMP-422, on January 12, 2018, for Data Storage,
Data Communications & Networking Equipment and Related Services. Upon execution of
this Contract, a notice of award for RFO DIR-TSO-TMP-422 shall be posted by DIR on the
Electronic State Business Daily.
C. Order of Precedence
This Contract; Appendix A, Standard Terms and Conditions for Product 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-422, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-422, including all
addenda; are incorporated by reference and constitute the entire agreement between
DIR and Vendor. In the event of a conflict between the documents listed in this paragraph,
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to have superseded earlier provisions.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 three (3) optional one-year renewals. 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
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Department of Information Resources (DIR rev 3/2018)
renew. Additionally, the parties by mutual agreement may extend the term for up to
ninety (90) additional calendar days.
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Data Storage, Data
Communications & Networking 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 Data Storage, Data
Communications & Networking products related 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 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 by Vendor 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 A. Parker, CTPM, CTCM
Director, Cooperative Contracts
Department of Information Resources
300 W. 15th St., Suite 1300
DIR Contract No. DIR-TSO-4247
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Department of Information Resources (DIR rev 3/2018)
Austin, Texas 78701
Phone: (512) 475-4000
Facsimile: (512) 475-4759
Email: kelly.parker@dir.texas.gov
If sent to the Vendor:
Daniel Olguin
Anixter, Inc.
2301 Patriot Blvd
Glenview, IL 60026
Phone: (480) 293-2359
Email: Daniel.olguin@anixter.com
7. Shrink/Click-wrap License Agreement
A. 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.
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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.
8. Authorized Exceptions to Contract and any Appendices.
No exceptions have been agreed to by DIR and Vendor.
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This Contract is executed to be effective as of the date of last signature.
ANIXTER, INC.
Authorized By: _____Signature on File____
Name: ______Anita Smith______________
Title: ____Regional Business Manager____
Date: ____9/19/2018___________________
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: ________9/24/2018__________________
Office of General Counsel: __MH 9/21/2018____