DIR-TSO-3983 Contract (1)DIR Contract No. DIR-TSO-3983
Vendor Contract No. ________________
Department of Information Resources Page 1 of 5 (DIR rev 12/01/16)
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
PETROSYS SOLUTIONS, INC. DBA PSI TECHNOLOGY
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 PetroSys Solutions, Inc. dba PSI Technology (“Vendor”), with its
principal place of business at 5909 West Loop South, Suite 390, Bellaire, Texas 77401.
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-SDD-TMP-398, on February 16, 2017, for
Emergency Preparedness and Disaster Recovery Information Technology (IT) Products
and Related Services. Upon execution of this Contract, a notice of award for RFO DIR-
SDD-TMP-398 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-398, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-398,
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actually conflict, the more recent provisions shall be deemed to have superseded earlier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) year commencing on the last date of approval by
DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend the
Contract, upon mutual agreement, for one (1) optional two-year term and one (1) optional
one-year term. Additionally, the parties by mutual agreement may extend the term for up to
ninety (90) additional calendar days.
DIR Contract No. DIR-TSO-3983
Vendor Contract No. ________________
Department of Information Resources Page 2 of 5 (DIR rev 12/01/16)
3. Product and Service Offerings
A. Products
Products available under this Contract are limited to Emergency Preparedness and
Disaster Recovery Information Technology (IT) Products and Services 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 Emergency Preparedness and
Disaster Recovery Information Technology (IT) Products and 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 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
DIR Contract No. DIR-TSO-3983
Vendor Contract No. ________________
Department of Information Resources Page 3 of 5 (DIR rev 12/01/16)
Facsimile: (512) 475-4759
Email: kelly.parker@dir.texas.gov
If sent to the Vendor:
Irene Griffith
PetroSys Solutions, Inc. dba PSI Technology
5909 West Loop South, Suite 390
Bellaire, Texas 77401
Phone: (713) 355-3997
Email: ireneg@petrosys.com
7. Software License 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.
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.
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.
DIR Contract No. DIR-TSO-3983
Vendor Contract No. ________________
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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 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-3983
Vendor Contract No. ________________
Department of Information Resources Page 5 of 5 (DIR rev 12/01/16)
This Contract is executed to be effective as of the date of last signature.
PETROSYS SOLUTIONS, INC. DBA PSI TECHNOLOGY
Authorized By: ___Signature on File______
Name: ____Irene Griffith________________
Title: ______President__________________
Date: _____8/21/2017__________________
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:_____8/22/2017___________________
Office of General Counsel: _DB 8/22/2017__