7098 - Amendment 1 Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
7098 - Cyber Security Services Amendment #1
Cori Power
6/24/2024
City of Denton
_____________________________________________________________________________________
INFORMATION SHEET
DEPARTMENT: Procurement
DATE: September 23, 2022
SUBJECT
Adoption of contract with with IBM Security Services through the Department of Information Resources
(DIR) Cooperative Purchasing Network Contract Number DIR-TSO-3996 for the purchase of IBM IRIS
Incident Response Retainer and Proactive Cyber Security Services for the City of Denton on June 25, 2019,
in the not-to-exceed amount of $148,500; said first amendment to provide additional service until the
TXMAS COOPERATIVE 17-8407 expires on March 25, 2023; providing for expenditures of funds
therefor; and providing and effective date (File 7098 – providing for an additional first amendment
expenditure amount not-to-exceed $36,000, with the total contract amount not-to-exceed $184,500).
BACKGROUND
Chapter 271.102 of the Local Government Code authorizes local governments to participate in a cooperative
purchasing program with another local government or local cooperative organization. In lieu of competitive
bidding, items and services may be purchased through such agreements as the agreements have already
been bid by the sponsoring entity or agency. Pricing obtained through the Department of Information
Resources (DIR) Cooperative Purchasing Network has been competitively bid and meets the statutory
requirements of Texas Local Government Code 271.102.
The original contract was awarded by City Council on June 25, 2019 not-to-exceed $148,500 with IBM
Security Services for the purchase of IBM IRIS Incident Response Retainer and Proactive Cyber Security
Services (Ordinance 19-1407).
RECOMMENDATION
To provide an additional not-to-exceed amount $36,000 with this First Amendment for an aggregate not-
to-exceed amount of $184,500.
ESTIMATED SCHEDULE OF PROJECT
the Department of Information Resources (DIR) Cooperative Purchasing Network Contract Number DIR-
TSO-3996 with a contract expiration date of 05/10/2023.
FISCAL INFORMATION
This service and products will be used citywide.
City Hall
215 E. McKinney Street
Denton, Texas
www.cityofdenton.com
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
EXHIBITS
Exhibit 1: Information Sheet
Exhibit 2: DIR-TSO-3996 and pricing sheet
Respectfully submitted:
Cori Power
Procurement
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Leisha Meine
Chief Technology Officer
DIR Contract No. DIR-TSO-3996
Vendor Contract No. ________________
Department of Information Resources Page 1 of 13 (DIR rev 03/2018)
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
INTERNATIONAL BUSINESS MACHINES CORPORATION
1. Introduction
A. Parties
This Contract for products and related 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 International Business Machines Corporation (“Vendor”), with its
principal place of business at 1 New Orchard Road, Armonk, New York, 10504.
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-399, on May 16, 2017, for IBM
Branded, Fujitsu Branded and Panasonic Branded Products and Related Services and
Cloud Services. Upon execution of this Contract, a notice of award for RFO DIR-TSO-
TMP-399 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 Business
Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Customer Relationship
Agreement; Appendix E, Cloud Services Agreement; Appendix F, International Passport
Advantage Agreement; Appendix G, Attachment for Multivendor Information Technology
Recovery Services; Appendix H, Master Services Attachment for ServiceElite; Appendix
I, E-rate Agreement; Appendix J, Statement of Work Template, Exhibit 1, Vendor’s
Response to RFO DIR-TSO-TMP-399, including all addenda; and Exhibit 2, RFO DIR-
TSO-TMP-399, 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 Appendix E, then Appendix F, then Appendix G, then
Appendix H, then Appendix I, then Appendix J, 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.
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Vendor Contract No. ________________
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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 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.
3. Product and Service Offerings
A. Products
Products available under this Contract include IBM branded products and such third
party products as indicated in Appendix C, Pricing Index, and as may otherwise be
agreed to by the parties in a Statement of Work. Vendor may incorporate changes to
their IBM branded products and third party product offering; however, any changes
must be within the scope of products awarded based on the solicitation described in
Section 1.B above.
Third Party Products are those hardware, peripherals, accessories and software by other
manufacturers or publishers that may be used as an attachment or embedded within an
IBM Branded product to create, enhance or extend the functionality of IBM Branded
product; or to create, enhance or extend the functionality of the authorized third party
product which relies on an IBM branded product platform to function.
Vendor will provide the updated third party products list to DIR on a monthly basis or
as soon as available, whichever comes first. Vendor may not add a manufacturer’s
product without pre-approval of DIR.
B. Services
Services available under this Contract are limited to the 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 (0.75%).
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.
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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
If sent to the Vendor:
Eric Rice
International Business Machines Corporation
7100 Highlands Pkwy
Smyrna, GA 30082
Phone: (770) 863-1572
Fax: (800) 242-6329
Email: erice2@us.ibm.com
7. License, Services 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.
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Vendor Contract No. ________________
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B. Vendor Agreements
Services provided under this Contract shall be in accordance with Vendor Agreements
as set forth in Appendices D-J of this Contract (Appendix D, Customer Relationship
Agreement; Appendix E, Cloud Services Agreement; Appendix F, International
Passport Advantage Agreement; Appendix G, Attachment for Multivendor
Information Technology Recovery Services; Appendix H, Master Services
Attachment for ServiceElite; Appendix I, E-rate Agreement; Appendix J, Statement
of Work Template). No changes to the Vendor Agreements’ terms and conditions may
be made unless previously agreed to by Vendor and DIR.
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 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.
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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.
A. Appendix A, Section 4, General Provisions, Subsection I, Data Location, is hereby
added to Appendix A, Standard Terms and Conditions for Product and Related Services
Contracts:
Regardless of any other provision of this Contract or its incorporated or referenced
documents, all of the data for State of Texas Customers identified by the State as
requiring their data to remain in the continental United States will remain therein by
utilization of the Vendor’s Enhanced Support Services option for those specific
Customers requesting it, or by the Customer specifically selecting a Data Center located
in the continental United States for their data location. A State of Texas Customer can
specifically request otherwise. For all local governments and education customers
within the State of Texas, as well as Customers outside the State of Texas’ jurisdiction,
the question of data location shall be at the discretion of such Customers.
NOTE: CLIENTS SHOULD CONSIDER WHETHER THEY REQUIRE
CONTINENTAL US-ONLY DATA LOCATION AND HANDLING AND MAKE
VENDOR AWARE OF THEIR REQUIREMENTS.
B. Appendix A, Section 4, General Provisions, Subsection J, Confidentiality, is hereby
added to Appendix A, Standard Terms and Conditions for Product and Related Services
Contracts:
a. This Section 4 protects confidential information (Confidential Information) while
maintaining each party’s ability to conduct its respective business activities. The
following terms apply when one party (Discloser) discloses Confidential Information
to the other (Recipient) under the Agreement.
b. The Recipient of Confidential Information agrees to use the same care and discretion
to avoid disclosure, publication or dissemination of the Discloser’s Confidential
Information as it uses with its own similar information that it does not wish to disclose,
publish or disseminate. Confidential information should be marked with a restrictive
legend of the Discloser. If Confidential Information is not marked with such legend or
is disclosed orally, the Confidential Information will be identified as confidential at the
time of disclosure.
c. The Recipient may disclose, publish, disseminate, and use information that is: 1)
already in its possession without obligation of confidentiality; 2) developed
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independently; 3) obtained from a source other than the Discloser without obligation
of confidentiality; 4) publicly available when received, or subsequently becomes
publicly available through no fault of the Recipient; or 5) disclosed by the Discloser to
another without obligation of confidentiality.
d. The Recipient may disclose Confidential Information to the extent required by law.
However, the Recipient will give the Discloser prompt notice to allow the Discloser a
reasonable opportunity to obtain a protective order.
e. The receipt of Confidential Information under this contract does not preclude
Recipient from (i) assigning its employees in any way it may choose; or (ii) developing,
manufacturing, marketing or providing products or services which may be competitive
with products or services of Discloser, or entering into any business relationship with
any other party.
f. The duty of Recipient to maintain the confidentiality of Confidential Information
disclosed pursuant to this section continues for ten (10) years following the initial date
of disclosure. Longer confidentiality terms may be included in an SOW. Nothing in
this section negates a Recipient’s obligations under relevant data privacy laws.
C. Appendix A, Section 5, Intellectual Property Matter is hereby restated in its entirety
as follows:
The Customer will own the copyright in works of authorship that Vendor develops for
the Customer under a Statement of Work (SOW) (Project Materials). Project Materials
exclude works of authorship delivered to the Customer, but not created, under the
SOW, and any modifications or enhancements of such works made under the SOW
(Existing Works). Some Existing Works are subject to a separate license agreement
(Existing Licensed Works). A program is an example of an Existing Licensed Work
and is subject to the program terms. In any Statement of Work: 1) Vendor must
specifically identify to Customer any Existing Licensed Works that are or will be
incorporated into Vendor’s deliverables; and 2) Vendor must use reasonable efforts to
specifically identify to Customer any Existing Licensed Works that will be necessary
for Customer’s use of the Project Materials to be provided to Customer under the
Statement of Work. Vendor grants the Customer an irrevocable (subject to Customer’s
payment obligations), nonexclusive, worldwide license to use, execute, reproduce,
display, perform and prepare derivatives of Existing Works that are not Existing
Licensed Works. Vendor retains an irrevocable, nonexclusive, worldwide, paid-up
license to use, execute, reproduce, display, perform, sublicense, distribute, and prepare
derivative works of Project Materials, subject to Vendor’s duties of confidentiality, if
any, inherent in the content of the Project Materials.
D. Appendix A, Section 8, Pricing, Purchase Orders, Invoices, and Payments, C. Customer
Price, 3) is hereby restated in its entirety as follows:
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Vendor Contract No. ________________
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3) If pricing for products or services available under this Contract are provided by the
Vendor at a lower price to: (i) the National Cooperative Purchasing Alliance (NCPA),
(ii) the NASPO Value Point and its participating member agreements, (iii) the U.S.
General Services Administration (“GSA”), (iv) Vendor’s State of Georgia Server
Contract (SWC90813), or (v) Vendor’s State of Georgia Software Contract (99999-
SPD-SPD0000060), then the available Customer Price in this Contract shall be adjusted
to that lower price. This requirement applies only to the contracts delineated above with
regards to Vendor’s list prices (less any applicable discount) for products for a quantity
of one (1) under like terms and conditions, and does not apply to volume
discount/rebate purchase programs, or the like. This Contract shall be amended within
ten (10) business days to reflect the lower price, which will be available for future
transactions only.
E. Appendix A, Section 8, Pricing, Purchase Orders, Invoices, and Payments, G. Changes
to Prices is hereby restated in its entirety as follows:
Vendor may change the price of any product or service at any time, based upon changes
to the MSRP, but discount levels shall remain consistent with the discount levels
specified in this Contract. Price decreases shall take effect automatically during the
term of this Contract and shall be passed onto the Customer immediately.
F. Appendix A, Section 9, Contract Administration, C. Records and Audit, the last
sentence of subsection 3) is hereby restated in its entirety as follows:
If Vendor is found to be responsible for inaccurate reports resulting in improper
charges, DIR may invoice for the reasonable costs of the audit, upon which Vendor
will either provide DIR with a credit for the agreed upon charges, or must pay within
thirty (30) calendar days of receipt of the invoice, at DIR’s option.
G. Appendix A, Section 9, Contract Administration, C. Records and Audit, a new
subparagraph 5) is hereby added as follows:
5) Person performing audits will comply with reasonable and necessary security
procedures to the extent that these do not interfere with the performance of auditors’
functions. For the avoidance of doubt, the foregoing does not permit a DIR Customer
to access records related to Vendor’s personnel, profits, internal cost data, or other
customers.
H. Appendix A, Section 10, Vendor Responsibilities, A. Indemnification, 2) ACTS
OR OMISSIONS is hereby restated in its entirety as follows:
Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR
THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES,
CONTRACTORS, AND/OR ASSIGNEES, FROM AND AGAINST ANY AND
ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL
RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting
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from any acts or omissions of the Vendor or its agents, employees, subcontractors,
Order Fulfillers, or suppliers of subcontractors in the execution or performance of the
Contract and any Purchase Orders issued under the Contract. THE DEFENSE
SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE
ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED
DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY
SETTLEMENT WITHOUT FIRST OBTAINING CONCURRENCE FROM THE
OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER
AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF SUCH
CLAIM.
I. Appendix A, Section 10, Vendor Responsibilities, A. Indemnification, 3)
INFRINGEMENTS is hereby restated in its entirety as follows:
a) Vendor shall indemnify and hold harmless the State of Texas and Customers,
AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES from any and all third party
claims that a product or service acquired under this Agreement infringes any United
States patents, copyrights, and trade and service marks in the PERFORMANCES OR
ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE
CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH
OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL
COSTS, DAMAGES, AND ATTORNEYS' FEES FINALLY AWARDED BY A
COURT AGAINST CUSTOMER, OR AS INCLUDED IN A SETTLEMENT
AGREEMENT APPROVED BY VENDOR. THE DEFENSE SHALL BE
COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY
GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN
ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT
WITHOUT FIRST OBTAINING THE CONCURRENCE OF THE OFFICE OF THE
ATTORNEY GENERAL.
b) Vendor shall have no liability under this section if the alleged infringement is caused
in whole or in part by: (i) use of the product or service for a purpose or in a manner for
which the product or service was not designed, (ii) any modification made to the
product without Vendor’s written approval, (iii) any modifications made to the product
by the Vendor pursuant to Customer’s specific instructions, (iv) any intellectual
property right owned by or licensed to Customer, (v) any use of the product or service
by Customer that is not in conformity with the terms of any applicable license
agreement; or (vi) the distribution, operation or use of the product for the benefit of a
third party outside Customer’s entity.
c) If Vendor becomes aware of an actual or potential claim, or Customer provides
Vendor with notice of an actual or potential claim, Vendor may (or in the case of an
injunction against Customer, shall), at Vendor’s sole option and expense; (i) procure
for the Customer the right to continue to use the affected portion of the product or
service, or (ii) modify or replace the affected portion of the product or service with
functionally equivalent or superior product or service so that Customer’s use is non-
infringing.
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J. Appendix A, Section 10, Vendor Responsibilities, A. Indemnification, 4)
PROPERTY DAMAGE is hereby restated in its entirety as follows:
IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY REAL OR
TANGIBLE PERSONAL PROPERTY OF CUSTOMER OR THE STATE DUE TO
THE NEGLIGENCE, MISCONDUCT, WRONGFUL ACT OR OMISSION ON THE
PART OF THE VENDOR, ITS EMPLOYEES OR SUBCONTRACTORS FOR
WHICH SUCH PARTIES ARE LEGALLY LIABLE, THE VENDOR SHALL PAY
THE FULL COST OF EITHER REPAIR, RECONSTRUCTION, OR
REPLACEMENT OF SUCH PROPERTY, AT THE CUSTOMER’S SOLE
ELECTION. SUCH COST SHALL BE REASONABLY DETERMINED BY THE
CUSTOMER AND SHALL BE DUE AND PAYABLE BY THE VENDOR NINETY
(90) CALENDAR DAYS AFTER THE DATE OF THE VENDORS RECEIPT FROM
THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE.
K. Appendix A, Section 10, Vendor Responsibilities, I. Security of Premises,
Equipment, Data and Personnel is hereby restated in its entirety as follows:
Vendor and/or Order Fulfiller may, from time to time during the performance of the
Contract, have access to the personnel, premises, equipment, and other property,
including data, files and /or materials (collectively referred to as “Data”) belonging to
the Customer. Vendor and/or Order Fulfiller shall preserve the safety, security, and the
integrity of the personnel, premises, equipment, Data and other property of the
Customer, in accordance with the advance or otherwise timely instruction of the
Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's
equipment, workplace, and its contents when such damage is caused by its
employees or subcontractors. If a Vendor and/or Order Fulfiller fails to comply with
Customer’s security requirements, then Customer may promptly terminate its Purchase
Order and related Service Agreement/Statement of Work.
L. Appendix A, Section 10, Vendor Responsibilities, J. Background and/or Criminal
History Investigation is hereby restated in its entirety as follows:
Prior to commencement of any services, background and/or criminal history
investigation of the Vendor and/or Order Fulfiller’s employees and subcontractors
who will be providing services to the Customer under the Contract may be performed
by the Vendor upon the Customer’s request. Such background and/or criminal history
investigation will be conducted in accordance with Vendor’s standard
policies/procedures, and consist of the following:
1) identify federal, county and/or state felony and misdemeanor arrest and
convictions, including sentences of deferred adjudication;
2) include a search of a national criminal database;
3) validate the Social Security Number of the employee; and
4) search government sanction registry listings.
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unless otherwise agreed to under a SOW. Customer should review these
policies/procedures carefully. Vendor and Customer may agree to other means or
methods if necessary to satisfy Customer’s needs or obligations. Should any employee
or subcontractor of the Vendor and/or Order Fulfiller who will be providing services to
the Customer under the Contract not be acceptable to the Customer as a result of the
background and/or criminal history check, then Customer may request replacement of
the employee or subcontractor in question.
M. Appendix A, Section 10, Vendor Responsibilities, K. Limitation of Liability is
hereby restated in its entirety as follows:
For any claim or cause of action arising under or related to the Contract: i) to the extent
permitted by the Constitution and the laws of the State of Texas, none of the parties
shall be liable to the other for punitive, special, or consequential damages, even if it is
advised of the possibility of such damages; and ii) Vendor’s aggregate liability for
damages of any kind under the Contract other than for claims for third party
patent, trademark or copyright infringement (“IP Claims”) shall be limited to the lesser
of: (A) thirty-six times the average monthly amount paid to Vendor under the Contract
during the twelve months immediately preceding the accrual of the claim or cause of
action; or (B) $20,000,000 (“Liability Cap”). To the extent (i) Vendor provided data
disaster recovery or data back-up services as specified in a SOW and the damage
Customer suffered under the SOW was loss of or damage to data due to Vendor's breach
of contract or breach of warranty obligations under the SOW, or (ii) Vendor provided
Machines as defined in the Customer Relationship Agreement attached as Appendix D
and IBM breaches its warranty in CRA Section 4(c) that the Machines used in their
specified operating environment conform to their official published specifications and
the damage Customer suffered was loss of or damage to data due to Vendor's breach of
such warranty, then subject to the Liability Cap Customer may recover the cost of
recreating the lost or damaged data to the last available back-up copy. Vendor’s
aggregate liability under the Contract for IP Claims payments due under Section
10(A)(3) (Vendor Responsibilities; Indemnification; Infringements) shall not exceed
$25,000,000. However, the forgoing limitations of Vendor’s liability shall not apply
to a Party’s misuse, unauthorized disclosure or misappropriation of the other party’s
Confidential Information in breach of the first party’s obligations under Section 4.J,
Confidentiality, and liability for such confidentiality breaches may include damages
associated with violation of State or Federal law and any penalty of any kind lawfully
assessed as a result of such violation. Customer’s should evaluate their risk for each
purchase: if needed, Customers may negotiate higher limitations of liability.
N. Appendix A, Section 10, Vendor Responsibilities, N. Required Insurance
Coverage is hereby restated in its entirety as follows:
As a condition of this Contract with DIR, Vendor shall provide the listed insurance
coverage within 5 business days of execution of the Contract if the Vendor is awarded
services which require that Vendor’s employees perform work at any Customer
premises and/or use employer vehicles to conduct work on behalf of Customers. In
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
DIR Contract No. DIR-TSO-3996
Vendor Contract No. ________________
Department of Information Resources Page 11 of 13 (DIR rev 03/2018)
addition, when engaged by a Customer to provide services on Customer premises, the
Vendor shall, at its own expense, secure and maintain the insurance coverage specified
herein, and shall provide proof of such insurance coverage to the related Customer
within five (5) business days following the execution of the Purchase Order. Vendor
may not begin performance under the Contract and/or a Purchase Order until such proof
of insurance coverage is provided to, and approved by, DIR and the Customer. All
required insurance must be issued by companies that have an A- rating and a Financial
Size Category Class of VII from A.M. Best and are licensed in the State of Texas and
authorized to provide the corresponding coverage. The Customer and DIR will be
named as Additional Insureds on all required coverage which provides for such
designation. Required coverage must remain in effect through the term of the Contract
and each Purchase Order issued to Vendor there under. The minimum acceptable
insurance provisions are as follows:
1) Commercial General Liability
Commercial General Liability must include $1,000,000 per occurrence for Bodily
Injury and Property Damage, with a separate aggregate limit of $2,000,000;
Medical Expense per person of $5,000; Personal Injury and Advertising Liability
of $1,000,000; Products/Completed Operations Aggregate Limit of $2,000,000;
and Damage to Premises Rented: $50,000. Before placing a specific order,
Agencies may require additional Umbrella/Excess Liability insurance. The
policy shall contain the following provisions:
a) Blanket contractual liability coverage for liability assumed under the
Contract;
b) Independent Contractor coverage;
c) State of Texas, DIR and Customer listed as an additional insured; and
d) Waiver of Subrogation
2) Workers’ Compensation Insurance
WORKERS’ COMPENSATION INSURANCE AND EMPLOYERS’
LIABILITY COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH
STATUTORY BENEFITS OUTLINED IN THE TEXAS WORKERS’
COMPENSATION ACT (ART. 8308-1.01 ET SEQ. TEX. REV. CIV. STAT)
AND MINIMUM POLICY LIMITS FOR EMPLOYERS’ LIABILITY OF
$1,000,000 BODILY INJURY PER ACCIDENT, $1,000,000 BODILY INJURY
DISEASE PER EMPLOYEE AND $1,000,000 PER DISEASE POLICY
LIMIT.
3) Business Automobile Liability Insurance
Business Automobile Liability Insurance must cover all owned, non-owned and
hired vehicles with a minimum combined single limit of $500,000 per occurrence
for bodily injury and property damage. The policy shall contain the following
endorsements in favor of DIR and/or Customer:
a) Waiver of Subrogation; and
b) Additional Insured.
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
DIR Contract No. DIR-TSO-3996
Vendor Contract No. ________________
Department of Information Resources Page 12 of 13 (DIR rev 03/2018)
O. Appendix A, Section 10, Vendor Responsibilities, T. Deceptive Trade Practices;
Unfair Business Practices is hereby restated in its entirety as follows:
1) Vendor represents and warrants that during the preceding five (5) years, neither
Vendor nor any of its Subcontractors has been (i) found liable in any administrative
hearing, litigation or other proceeding of Deceptive Trade Practices violations as
defined under Chapter 17, Texas Business & Commerce Code, or (ii) has outstanding
allegations of any Deceptive Trade Practice pending in any administrative hearing,
litigation or other proceeding.
2) Vendor certifies that during the preceding five (5) years, it has no officers who have
served as officers of other entities who (i) have been found liable in any administrative
hearing, litigation or other proceeding of Deceptive Trade Practices violations or (ii)
have outstanding allegations of any Deceptive Trade Practice pending in any
administrative hearing, litigation or other proceeding.
P. Appendix A, Section 11, Contract Enforcement, B. Termination, 3) Termination
for Convenience is hereby restated in its entirety as follows:
DIR may terminate the Contract, in whole or in part, by giving the other party thirty
(30) calendar days written notice. A Customer may terminate a Purchase Order if it is
determined by the Customer that Vendor will not be able to deliver product or services in
a timely manner to meet the business needs of the Customer by giving the Vendor thirty
(30) calendar days written notice.
(Remainder of Page Intentionally Left Blank)
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
DIR Contract No. DIR-TSO-3996
Vendor Contract No. ________________
Department of Information Resources Page 13 of 13 (DIR rev 03/2018)
This Contract is executed to be effective as of the date of last signature.
INTERNATIONAL BUSINESS MACHINES CORPORATION
Authorized By: __Signature on File_______
Name: _____Eric Rice__________________
Title: _IBM Public Sector Contracts Manager__
Date: ___5/9/2018______________________
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:_______5/10/2018_________________
Office of General Counsel: _DB_5/10/2018_
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Amendment 1
Contract DIR-TSO-3996
rev. 10/2017 Page 1
Amendment Number 1
to
Contract Number DIR-TSO-3996
between
State of Texas, acting by and through the Department of Information Resources
and
International Business Machines Corporation
This Amendment Number 1 to Contract Number DIR-TSO-3996 (“Contract”) is between the
Department of Information Resources (“DIR”) and International Business Machines Corporation
(“Contractor”). DIR and Contractor agree to modify the terms and conditions of the Contract as
follows:
1. Contract, Section 1, Introduction, C. Order of Precedence, is hereby restated in its entirety as
follows:
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, Customer Relationship Agreement; Appendix E, Cloud
Services Agreement; Appendix F, International Passport Advantage Agreement; Appendix G,
IBM Customer Agreement-Attachment for Multivendor; Appendix H, Master Service
Attachment for ServiceElite; Appendix I, E-Rate Agreement; Appendix J, Statement of Work
Template; Appendix K, Master Lease Agreement; Appendix K Exhibit A, Master Lease
Agreement Schedule; Appendix K Exhibit B, Certificate of Acceptance; Appendix K Exhibit C,
Opinion of Lessee’s Counsel; Exhibit 1, Vendor’s Response to RFO DIR-TSO-TMP-399, including
all addenda; and Exhibit 2, RFO DIR-TSO-TMP-399, including all addenda; are incorporated by
reference and constitute the entire agreement between DIR and Vendor governing purchase
transactions.
For Lease transactions under this Contract the order of precedence shall be as follows: this
Contract; Appendix K, Master Lease Agreement and its Exhibits; 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, Customer
Relationship Agreement; Appendix E, Cloud Services Agreement; Appendix F, International
Passport Advantage Agreement; Appendix G, IBM Customer Agreement–Attachment for
Multivendor; Appendix H, Master Service Attachment for ServiceElite; Appendix I, E-Rate
Agreement; Appendix J, Statement of Work Template; Exhibit 1, Vendor’s Response to RFO DIR-
TSO-TMP-226, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-226, including all
addenda; are incorporated by reference and constitute the entire agreement between DIR and
Vendor governing lease 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
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Amendment 1
Contract DIR-TSO-3996
rev. 10/2017 Page 2
Appendix C, then Appendix D, then Appendix E, then Appendix F, then Appendix G, then
Appendix H, then Appendix I, then Appendix J, Statement of Work Template, 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. Appendix K, Master Lease Agreement, is hereby added to the Contract.
3. Appendix K Exhibit A, Master Lease Agreement Schedule, is hereby added to the Contract.
4. Appendix K Exhibit B, Certificate of Acceptance, is hereby added to the Contract.
5. Appendix K Exhibit C, Opinion of Lessee’s Counsel, is hereby added to the Contract.
All other terms and conditions of the Contract not specifically modified herein shall remain in full
force and effect. In the event of a conflict among provisions, the order of precedence shall be this
Amendment 1 and then the Contract.
(Remainder of Page Intentionally Left Blank)
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Amendment 1
Contract DIR-TSO-3996
rev. 10/2017 Page 3
IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of
the date of the last signature.
International Business Machines Corporation
Authorized By: Signature on File
Name: Eric Rice
Title: IBM Public Sector Contracts Manager
Date: 2/14/2019
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: 2/20/2019
Office of General Counsel: DB 2/19/2019
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Amendment 2
Contract DIR-TSO-3996
rev. 10/2017 Page 1
Amendment Number 2
to
Contract Number DIR-TSO-3996
between
State of Texas, acting by and through the Department of Information Resources
and
Internal Business Machines Corporation
This Amendment Number 2 to Contract Number DIR-TSO-3996 (“Contract”) is between the
Department of Information Resources (“DIR”) and International Business Machines Corporation
(“Vendor”). DIR and Contractor agree to modify the terms and conditions of the Contract as
follows:
1. Appendix C, Pricing Index, is hereby replaced in its entirety with Appendix C, Pricing Index
(per Amendment 2), as attached.
All other terms and conditions of the Contract not specifically modified herein shall remain in full
force and effect. In the event of a conflict among provisions, the order of precedence shall be this
Amendment Number 2, Amendment Number 1, then the Contract.
(Remainder of Page Intentionally Left Blank)
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Amendment 2
Contract DIR-TSO-3996
rev. 10/2017 Page 2
IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date
of the last signature.
International Business Machines Corporation
Authorized By: Signature on File
Name: Eric Rice
Title: IBM Public Sector Contract Manager
Date: 6/20/2019
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: 7/1/2019
Office of General Counsel: MH 6/29/2019
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Amendment 3
Contract DIR-TSO-3996
rev. 10/2019 Page 1
Amendment Number 3
to
Contract Number DIR-TSO-3996
between
State of Texas, acting by and through the Department of Information Resources
and
Internal Business Machines Corporation
This Amendment Number 3 to Contract Number DIR-TSO-3996 (“Contract”) is between the
Department of Information Resources (“DIR”) and Internal Business Machines Corporation
(“Vendor”). DIR and Vendor agree to modify the terms and conditions of the Contract as
follows:
1. Appendix C, Pricing Index (per Amendment 2), is hereby updated and replaced in its entirety
with Appendix C, Pricing Index (per Amendment 3).
All other terms and conditions of the Contract not specifically modified herein shall remain
in full force and effect. In the event of a conflict among provisions, the order of precedence
shall be this Amendment Number 3, then Amendment Number 2, then Amendment
Number 1, and then the Contract.
(Remainder of Page Intentionally Left Blank)
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Amendment 3
Contract DIR-TSO-3996
rev. 10/2019 Page 2
IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of
the date of the last signature.
Internal Business Machines Corporation
Authorized By: Signature on File
Name: Eric Rice
Title: IBM Public Sector Contracts Manager
Date: 3/27/2020
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: 5/6/2020
Office of General Counsel: DB 4/27/2020
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Amendment 4
Contract DIR-TSO-3996
rev. 05/2020 Page 1
Amendment Number 4
to
Contract Number DIR-TSO-3996
between
State of Texas, acting by and through the Department of Information Resources
and
International Business Machines Corporation
This Amendment Number 4 (“Amendment”) to Contract Number DIR-TSO-3996
(“Contract”) is between the Department of Information Resources (“DIR”) and
International Business Machines Corporation (“Vendor”). DIR and Vendor agree to modify
the terms and conditions of the Contract as follows:
1.Contract, Section 6. Notification is hereby replaced with the following:
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
2.Appendix C, Price Index (per Amendment 3), is hereby replaced in its entirety with
Appendix C, Price Index (per Amendment 4), as attached:
All other terms and conditions of this Contract, not expressly amended herein, shall remain
in full force and effect. In the event of conflict among the provisions, the order of
precedence shall be this Amendment Number 4, then Amendment Number 3, then
Amendment Number 2, then Amendment Number 1, and then this Contract.
REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK
DocuSign Envelope ID: 0B18C6A4-3980-4A3F-9523-851E799F1F20DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Amendment 4
Contract DIR-TSO-3996
rev. 05/2020 Page 2
IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of
the date of the last signature.
International Business Machines Corporation
Authorized By:
Name:
Title:
Date:
The State of Texas, acting by and through the Department of Information Resources
Authorized By:
Name: Hershel Becker
Title: Chief Procurement Officer
Date:
Office of General Counsel:
DocuSign Envelope ID: 0B18C6A4-3980-4A3F-9523-851E799F1F20
Eric Rice
IBM Public Sector Contracts Manager
9/17/2021 | 9:04 AM CDT
9/21/2021 | 8:42 AM CDT
9/21/2021 | 10:14 AM CDT
MG
Signature on File
Signature on File
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Product Category Product Description
DIR Customer
Discount % off
MSRP *
POWER-SYSTEM Hardware Rack 26.00%
POWER-SYSTEM Hardware Hardware Console 15.00%
POWER-SYSTEM Hardware Scale Out and Enterprise Servers 15.00%
POWER SYSTEM Software p: AIX, Linux and System Software, Compilers, HMC 26.00%
POWER SYSTEM Software i: System software 18.00%
IBM z Systems Family of Servers IBM Mainframe Product Family 0.75%
z Software z OTC (One Time Charge)15.00%
Storage Solutions Big Data, Flash, Hybrid,Tape and SAN 25.00%
NON Passport Advantage System Storage Software not in PPA 15.00%
IBM Systems Solutions Other Systems - Hardware / Software 0.75%
IBM Passport Advantage software Passport Advantage Software - Perpetual 15.00%
IBM Passport Advantage software Passport Advantage Software - Perpetual - Education Entities ONLY 60.00%
IBM Passport Advantage software Software as a Service (SaaS)*3.00%
IBM Passport Advantage software Software Monthly License Charge 2.00%
Watson Health IBM Watson Health Family 20.00%
Watson Health Truven 20.00%
Watson Health Phytel Transition 3.00%
Watson Health Explorys 10.00%
Watson Health Watson for Oncology (Pricing Metric - Patient)5.00%
Watson Health Clinical Trials Matching (Pricing Metric - Patient)5.00%
Watson Health Watson for Genomics - Per Gene (in Gene Panel Size Sample) $1.30/gene 5.00%
Watson Health Service Bundles IBM Clinical, Client and Assessment Bundles (Fixed Price, single institution)10.00%
Appendix C Pricing Index
DIR-TSO-3996 Amendment 4
International Business Machines Corporation (IBM)
IBM POWER SYSTEM
IBM Watson Health Solutions
Other IBM Systems Solutions
SOFTWARE IBM Passport Advantage (PPA)
- Excluding those SaaS products for which IBM has not established Relative Selling Price (RSP)
IBM z Systems Mainframe Class Servers
IBM Z Systems Mainframe Class Servers - Software
Exclusions - DB2 QMF for z/OS, VUE products, z MCL, and zIPLA S&S are excluded from this discounting schedule
HARDWARE - IBM Storage Solutions
IBM SYSTEM STOARGE SOFTWARE
Note:
- Watson Oncology - Minimum Patients/year QTY 1,000 - Minimum Term 2yrs - Cloud Services Users 10- Clinical Trials Matching - Minimum Patients/year QTY 1,000 - Minimum Term 2yrs - Cloud Services Users 5- Watson for Genomics - Minimum Geness/year QTY 1,000,000 - Minimum Term 1yr - Minimum Genes per Sample Andalyzed 50 - Maximum price per sample for Gene panels of 500
or less $240- Watson Health Services Bundles - Mandatory service with WfO and CTM
Page 1 of 5
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Watson Education Classroom Edition Per Seat Charge *3.00%
The Weather Company IBM Weather Company - On/Off Prem per Impressions Minimum impressions 10,000; Minimum Term 12
Months 3.00%
Services Service Description
DIR Customer
Discount % off
MSRP *
IT Services IBM Lab Services, IBM global technology services, IBM Design hourly services. (See
note regardling travel and living expenses)0.75%
Global Business Services Developed via SOW, based on IT Services Rate Tables. (See Note regarding travel and living expenses)0.75%
ITaaS Offerings Information Technology as a Service Offerings. (See IBM Comments/Remarks below). (See Note regarding travel and living expenses)5.00%
Hardware Maintenance and Warranty Service Upgrade (1.1 & 1.2)Large Systems, lBM Z 29.50%
Hardware Maintenance and Warranty Service Upgrade (1.1 & 1.2)Large Systems Storage*see exception 29.50%
Hardware Maintenance and Warranty Service Upgrade
(1.1 & 1.2)AS/400, lBM l, l5*see exception 29.50%
Hardware Maintenance and Warranty Service Upgrade (1.1 & 1.2)Power *see exceptions 26.50%
Hardware Maintenance and Warranty Service Upgrade (1.1 & 1.2)Blue Gene 26.50%
Hardware Maintenance and Warranty Service Upgrade
(1.1 & 1.2)RS6000 26.50%
Hardware Maintenance and Warranty Service Upgrade
(1.1 & 1.2)*l5 lBM Type 9405 25.00%
Hardware Maintenance and Warranty Service Upgrade (1.1 & 1.2)*Storage Machine lBM type 3572 15.00%
OS Software Maintenance (1.4)SWMA DATAPWR APPL 19.50%
OS Software Maintenance (1.4)SWMA FOR AlX STD EDlTlON 19.50%
OS Software Maintenance (1.4)SWMA FOR AlX ENT EDlTlON 19.50%
OS Software Maintenance (1.4)SWMA FOR LlCENSED PROGRAM PRODUCTS (running on) AlX 19.50%
OS Software Maintenance (1.4)SWMA FOR lBM i 9.50%
OS Software Maintenance (1.4)SWMA STORWlZE V7000 BASE 9.50%
OS Software Maintenance (1.4)SWMA FOR XlV SOFTWARE 9.50%
ServiceElite Machine Control Program Remote Support (1.5)ServiceElite Machine Control Program Remote Support 24.50%
Media Retention Option (1.6)HARD DRlVE RETENTlON - SYS z 19.50%
Media Retention Option (1.6)HARD DRlVE RETENTlON - STORAGE 19.50%
Watson Education
- Statement of Work (SOW) required- On boarding / Implementation Services based on IBM's Hourly Rate Schedule
The Weather Company
Services will be engaged via a Statement of Work (SOW). These services are available on a “per hour” basis in accordance with the (reference) included rate card or as a fixed price
developed in conjunction with the customer to reflect the detailed scope and deliverables.IBM will provide hardware and software for these solutions to customers at pricing equal to or lower than current TX-DIR pricing where possible and mutually agreeable.
Note: Information Technology as a Services (ITaaS) is completely configurable to customer needs requirements and may consist of one or more of the following service elements:Integrated Managed Infrastructure; Cloud Managed Services; Orchestration Service; Automation Service; Cloud Brokerage Service; Managed Security Services; IBM IT Operations Analytics (ITOA); Converged Infrastructure Services; Storage as a Service; Edge Delivery Services; Workplace as a Service
Virtualized Desktop as a Service; Customer Care as a Service; Mobile Devices as a Service; Collaboration as a Service; Service Catalogue as a Service; Backup as a Service ; Disaster Recovery as a Service; Traditional Hot Site / Warm Site Disaster Recovery Services; Networking as a Service Services will be engaged via a Statement of Work (SOW). These services are available on a “per hour” basis or as a fixed price developed in conjunction with the customer to reflect the detailed scope and deliverables.
Travel and Living Expenses will be billed based on DIR Contract DIR-TSO-3996 Appendix A Section 8F, Travel Expense Reimbursement. All reimbursement rates shall not exceed the maximum rates published at https://fmx.cpa.texas.gov/fmx/travel/textravel/rates/current.php, in addition to hourly rates.
ServiceElite
Page 2 of 5
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Media Retention Option (1.6)HARD DRlVE RETENTlON - SYS i 19.50%
Media Retention Option (1.6)HARD DRlVE RETENTlON - SYS p 19.50%
ServiceElite Support Line (1.7)SL WlNDOWS/LlNUX OPERATlNG SYSTEM 9.50%
ServiceElite Support Line (1.7)SL LlNUX SYSTEM i/p (without subscription)9.50%
ServiceElite Support Line (1.7)SL LlNUX SYSTEM z (without subscription)9.50%
ServiceElite Support Line (1.7)SL LlNUX SUPPORT FOR SUB xip (Support Line bundled with subscription)9.50%
ServiceElite Support Line (1.7)SL LlNUX SUPPORT FOR SUB z (Support Line bundled with subscription)9.50%
ServiceElite Support Line (1.7)SUB RHEL SYSTEMx 1&2 SOCKET 9.50%
ServiceElite Support Line (1.7)SUB SLES lBM POWER 9.50%
ServiceElite Support Line (1.7)SUB SLES SYSTEM Z 9.50%
ServiceElite Support Line (1.7)SUB RHEL SYSTEM z 9.50%
ServiceElite Support Line (1.7)SUPPORT LlNE FOR STORAGE PRODUCTS 9.50%
ServiceElite Support Line (1.7)Microsoft Support 5.00%
ServiceElite Support Line (1.7)Open Source Support 5.00%
ServiceElite z Software Services (1.8)ALERT FOR zSERlES 15.50%
ServiceElite z Software Services (1.8)RESOLVE FOR zSERlES 24.50%
ServiceElite z Software Services (1.8)SOFTWAREXCEL ENTERPRlSE 5.00%
ServiceElite z Software Services (1.8)SOFTWAREXCEL ENTERPRlSE VU 5.00%
ServiceElite Acct Advocate Service (1.9)AA SYSTEM i/p BASE 5.00%
ServiceElite Acct Advocate Service (1.9)AA SYSTEM i/p PER SERVER 15.50%
ServiceElite Acct Advocate Service (1.9)AA FOR STORAGE PRODUCTS 15.50%
ServiceElite Custom Technical Support Service (1.10)CTS AlX OS400 i5OS BASE 5.00%
ServiceElite Custom Technical Support Service (1.10)CTS AlX OS400 i5OS PER SERVER 9.50%
ServiceElite Custom Technical Support Service (1.10)CTS FOR STORAGE PRODUCTS 9.50%
ServiceElite Enterprise Support Options (1.11)ESO FOR STORAGE PRODUCTS 9.50%
ServiceElite Technical Advisor for Storage (1.12)ServiceElite Technical Advisor for Storage (1.12)15.50%
Managed Maintenance Support for Various Manufacturer's Managed Maintenance Solution for Cisco Products 10.00%
Managed Maintenance Support for Various Manufacturer's Managed Maintenance for Cisco Software 10.00%
Managed Maintenance Support for Various Manufacturer's Managed Maintenance Solution for Juniper Products 10.00%
Managed Maintenance Support for Various Manufacturer's Managed Maintenance for Juniper Software 10.00%
Managed Maintenance Support for Various Manufacturer's Managed Maintenance for Citrix 10.00%
Managed Maintenance Support for Various Manufacturer's Managed Maintenance for NetApp 10.00%
Managed Maintenance Support for Various Manufacturer's Managed Maintenance for Palo Alto 10.00%
ServiceElite Support EMC Storage Devices 10.00%
ServiceElite Support Hitachi Data System Storage 10.00%
ServiceElite Support Hewlett Packard Servers and Storage Devices 10.00%
ServiceElite Support Dell Servers and Storage Devices 10.00%
ServiceElite Support Oracle Servers, Tape and Storage Devices 10.00%
ServiceElite Support Brocade Network and Switch Devices 10.00%
ServiceElite Support Foundry Network Systems 10.00%
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ServiceElite Support Cisco Network– end of life support 10.00%
Extended Support Services Extended Support Services *
Category Service Description DIR Customer Discount % off MSRP *
IBM Cloud - IaaS Formerly Bluemix IaaS 15.00%
IBM Cloud - Storage Formerly Bluemix Cloud Object Storage 5.00%
IBM Private Cloud IBM Blue Box 15.00%
IBM Cloud - Vmware Formerly Bluemix for Vmware 15%%
IBM Cloud - PaaS Cloud Platform as a Service 10.00%
Bluemix Garage Services:
Design Assessment Engagement Remotely Delivered Service
This service provides up to two people for 1 week, maximum 80 person-hours, ofremote consulting, best practices, analysis, and recommendations for the identified use cases. The IBM
Design Thinking Workshop use case is defined by discussion between Client and the IBM Solution Architect. Services are purchased per Engagement and expire 90 days from date of purchase, regardless of whether all hours have been used.
10.00%
Bluemix Garage Services:
MVP Build-Up Project Execution Team Enagagement
Remotely Delivered Service
Remote services include four or more persons, maximum of 144 hours, of remote consulting to assist the
Client in using the IBM Bluemix Garage methodology to Design and Build a MVP application on Bluemix
based on the jointly agreed list of user stories derived from the Client’s MVP.
10.00%
Bluemix Garage Services:Prepare and Plan Enagagement Remotely Delivered
Service
This service provides one person for 1 week, maximum of 40 person-hours, of remote consulting for the
review, best practices, and recommendations for planning activities necessary to create applications based on PaaS or Non-PaaS services.The workshop does not involve the actual updating of the Bluemix Local or Dedicated environments.
Services are purchased per Engagement and expire 90 days from date of purchase, regardless of whether all hours have been used.
10.00%
Bluemix Garage:Architectural Advisory Consultancy Enagagement
Remotely Delivered Service
Remote services includes one person, maximum of 40 person-hours, of remote architectural advisory consulting in support with the deployment of Bluemix.10.00%
Bluemix Enterprise Developer Education EnagagementRemotely Delivered Service Remote services includes one person, maximum 40 person-hours, of trainingservices at a Garage location focused on Bluemix Developer skills.10.00%
Bluemix Garage:Developer Bootcamp Enagagement Remotely Delivered Service
Remote services includes one person, maximum 80 person-hours, of training services at a Garage location focused on the Bluemix Garage Developer.10.00%
Managed Hosting Cloud Services
Cloud Platform as a Services Include:
- Complete managed application infrastructure platform- Managed Virtual Machines: Includes installation, OS licensing, Anti-virus sw, monitoring, alerting, patching and a service availability SLA of 99.9%, with proactive credits. Managed Applications above the
OS optional.- Storage & Backup- Proactive security management, including primary and software based firewall, network intrusion
prevention, anti-virus protection, two-factor authentication, compliance management, infrastructure SIEM, and file integrity monitoring and vulnerability scanning.
5.00%
IBM IDTES
IBM Development & Test Environment Service (IDTES)- IDTES help manage, import, deploy and decommission on-demand environments.- Accessible via a web browser, the solution is designed to deliver faster access to numerous production-
caliber testing environments.- Includes robust tools, such as IBM UCD, that can accelerate the software development lifecycle while reducing unnecessary costs and project delays caused by manual configurations.
- Allows development and test teams to self-provision labs and more easily share complex environments across SoftLayer cloud regions to support reduced latency
and greater agility.
10.00%
Note: Hardware pricing / bill of materials not included.
Note:
* Contact lBM Team for Extended Support Services pricing and discounts** ServiceElite offerings are dependent on individual client requirements and situations, there is no standard MRSP / List pricing available for this offering
CLOUD SERVICES
Page 4 of 5
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
CMS for System Z
Cloud Managed Services for IBM System z* Characteristics for CMS for System z:- Customers are only billed for what they use (measured)
- Customers can quickly automatically add capacity (10% soft cap) but more can quickly be added by coordinating with the IBM focal for that account.
- IBM has a team and a process dedicated to helping customers with the definition and migration of the
service.- IBM will develop a business case (at our expense and in out format) with the customer that uses the
customer’s information to determine the savings that may occur from the migration to CMS for System Z. Client input is critical.- If both parties agree, IBM will develop a detailed SOW that includes transition and steady state operation
of the System Z in the IBM cloud.- During the SOW process, IBM will work with customers to determine if they want to include the transition costs in the monthly fee for the service or if wish to pay it as a one time cost or some other option we can
mutually agree on.
3.00%
HPC Services
High Performance Computing (HPC) Cloud Offerings- Based on proven cluster, grid and HPC cloud technology,
- Built on scalable, high-performance software and platforms with intuitive and versatile user interfaces, robust job scheduling, workload-aware and user-driven provisioning, and powerful management
capabilities.
3.00%
CMS4Oracle
Cloud Managed Services - Oracle PaaS Services
- IBM Cloud Managed Services for Oracle Applications is designed to host Oracle environments through a security-rich, enterprise-class, managed cloud infrastructure that can offer faster provisioning, greater flexibility and improved service delivery quality.
10.00%
CMS4SAP
Cloud Managed Services - SAP PaaS Services- IBM Cloud Managed Services for SAP Applications is designed to host SAP environments through a
security-rich, enterprise-class, managed cloud infrastructure that can offer faster provisioning, greater flexibility and improved service delivery quality.
10.00%
IBM Cloud Broker Services
Cloud Broker Services - Includes Multiple Providers
- Establish initial required platform infrastructure to host and manage the cloudMatrix portal (including compute, storage, network) with an industry standard and recognized cloud hosting provider.- Deploy and configure one (1) dedicated instance of cloudMatrix within a single cloud region.
- Enable approved providers (e.g., IBM Cloud (formerly Softlayer), Amazon, Azure), input provider contract terms, credentials and pricing, and support ongoing platform operations of cloudMatrix installation (as
provided).
5.00%
Brand
4 Square
AppDynamics
CIS Public Safety Suite
Cisco - HWCitrixFlexxible
Juniper - HW
Microsoft CSP
Mobi
NetApp
ServiceNow
VMWare
Contract Sales Threshold Products Additional Discount
Purchase order amount greater than $500,000 POWER SYSTEM: Rack, Hardware Console, Scale Out and Enterprise Servers; Storage Solutions: Big
Data, Flash, Hybrid,Tape and SAN 1.00%
20.00%
VOLUME DISCOUNT
20.00%
15.00%
15.00%
15.00%18.00%15.00%
20.00%
15.00%
THIRD PARTY PRODUCTS
DIR Customer Discount % off MSRP *
15.00%15.00%
2.00%
Page 5 of 5
DocuSign Envelope ID: 6EAA3212-F40C-4C0E-ABBE-D90DD1E87AE1
Certificate Of Completion
Envelope Id: 6EAA3212F40C4C0EABBED90DD1E87AE1 Status: Completed
Subject: ***Purchasing Approval*** 7098 - Cyber Security Services Amendment #1
Source Envelope:
Document Pages: 30 Signatures: 2 Envelope Originator:
Certificate Pages: 2 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
9/23/2022 3:56:57 PM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 9/23/2022 4:11:24 PM
Viewed: 9/23/2022 4:11:40 PM
Signed: 9/23/2022 4:11:46 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/23/2022 4:11:48 PM
Viewed: 9/23/2022 5:21:17 PM
Signed: 9/23/2022 5:21:45 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/23/2022 5:21:47 PM
Viewed: 9/26/2022 11:26:12 AM
Signed: 9/26/2022 11:26:21 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Leisha Meine
Leisha.Meine@cityofdenton.com
Chief Technology Officer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/26/2022 11:26:23 AM
Viewed: 9/26/2022 11:39:40 AM
Signed: 9/26/2022 11:39:54 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
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Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/26/2022 11:39:56 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Stephanie Padgett
Stephanie.Padgett@cityofdenton.com
TS Administrative Assistant
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/26/2022 11:39:56 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/23/2022 4:11:24 PM
Certified Delivered Security Checked 9/26/2022 11:39:40 AM
Signing Complete Security Checked 9/26/2022 11:39:54 AM
Completed Security Checked 9/26/2022 11:39:56 AM
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