DIR-CPO-4850 ContractDIR Contract No. DIR-CPO-4850
Solid Border, Inc. - 13310091213
RFO DIR-CPO-TMP-550 Page 1 of 8
{DIR rev 09/2021}
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCTS AND RELATED SERVICES
Solid Border, Inc.
1 Introduction
1.1 Parties
This contract for Cybersecurity Products and Related Services (this “Contract”) 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 Solid Border, Inc., a Texas Domestic For-Profit Corporation
(hereinafter “Successful Respondent”), with its principal place of business at 1806 Turnmill St,
San Antonio, Texas 78248.
1.2 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-CPO-TMP-550, on 12/20/2020, for Cybersecurity Products
and Services (the “RFO”). Upon execution of all Contracts, a notice of award for DIR-CPO-
TMP-550 shall be posted by DIR on the Electronic State Business Daily.
1.3 Order of Precedence
a)For transactions under this Contract, the order of precedence shall be as follows:
i.this Contract;
ii.Appendix A, Standard Terms and Conditions;
iii.Appendix B, Successful Respondent’s Historically Underutilized Businesses
Subcontracting Plan;
iv.Appendix C, Pricing Index;
v.Exhibit 1, RFO DIR-CPO-TMP-550, including all Addenda; and
vi.Exhibit 2, Successful Respondent’s Response to RFO DIR-CPO-TMP-550,
including all Addenda.
b)Each of the foregoing documents is hereby incorporated by reference and together
constitute the entire agreement between DIR and Successful Respondent governing
purchase transactions.
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RFO DIR-CPO-TMP-550 Page 2 of 8
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1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to them in Appendix A,
Standard Terms and Conditions.
2 Term of Contract
The initial term of this Contract shall be up to two (2) years commencing on the date of the last
signature hereto (the “Initial Term”), with one (1) optional two-year renewal and one (1) optional
one-year renewal (each, a “Renewal Term”). Prior to expiration of the Initial Term and each
Renewal Term, this Contract will renew automatically under the same terms and conditions
unless either party provides written notice to the other party at least sixty (60) days in advance of
the renewal date stating that the party wishes to discuss amendment or non-renewal.
3 Option to Extend
Successful Respondent agrees that DIR may require continued performance under this Contract
at the rates specified in this Contact following the expiration of the Initial Term or any Renewal
Term. This option may be exercised more than once, but the total extension of performance
hereunder shall not exceed four (4) calendar months. Such extension of services shall be subject
to the requirements of this Contract, with the sole and limited exception that the term shall be
extended pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days
written notice to Successful Respondent.
4 Product and Service Offerings
Products and services available under this Contract are limited to the technology categories
defined in Request for Offer DIR-CPO-TMP-550 for Cybersecurity Products and Services. At
DIR’s sole discretion, Successful Respondent may incorporate changes or make additions to its
service offering, provided that any changes or additions must be within the scope of the RFO.
5 Pricing
5.1 Pricing Index
Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the
DIR Administrative Fee (as defined below).
5.2 Customer Discount
a)The minimum Customer discount for all products and services will be the percentage off
List Price (as defined below) or MSRP (as defined below), as applicable, as specified in
Appendix C, Pricing Index. Successful Respondent shall not establish a List Price or
MSRP for a particular solicitation. For purposes of this Section, “List Price” is the price
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Solid Border, Inc. - 13310091213
RFO DIR-CPO-TMP-550 Page 3 of 8
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for a product or service published in Successful Respondent’s price catalog (or similar
document) before any discounts or price allowances are applied. For purposes of this
Section, “MSRP,” or manufacturer’s suggested retail price, is the price list published by
the manufacturer or publisher of a product and available to and recognized by the trade.
b)Customers purchasing products or services under this Contract may negotiate additional
discounts with Successful Respondent. Successful Respondent and Customer shall
provide the details of such additional discounts to DIR upon request.
c)If products or services available under this Contract are provided at a lower price to: (i)
an eligible Customer who is not purchasing those products or services under this
Contract, or (ii) to any other customer under the same terms and conditions provided for
the State for the same products and services under this contract, then the price of such
products and services under this Contract shall be adjusted to that lower price. This
requirement applies to products or services quoted by Successful Respondent for a
quantity of one (1), but does not apply to volume or special pricing purchases. Successful
Respondent shall notify DIR within ten (10) days of providing a lower price as described
in this Section, and this Contract shall be amended within ten (10) days to reflect such
lower price.
5.3 Changes to Prices
a)Subject to the requirements of this section, Successful Respondent may change the price
of any product or service upon changes to the List Price or MSRP, as applicable.
Discount levels shall not be subject to such changes, and will remain consistent with the
discount levels specified in this Contract.
b)Successful Respondent may revise its pricing by publishing a revised pricing list, subject
to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a
product or service has been increased unreasonably, DIR may request that Successful
Respondent reduce the pricing for the product or service to the level published before
such revision. Upon such request, Successful Respondent shall either reduce the pricing
as requested, or shall remove the product or service from the pricing list for this Contract.
Failure to do so will constitute an act of default by Successful Respondent.
5.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free On
Board Customer’s Destination. No additional fees may be charged to Customers for standard
shipping and handling. If a Customer requests expedited or special delivery, Customer will be
responsible for any additional charges for expedited or special delivery.
5.5 Travel Expenses
Pricing for services provided under this Contract are exclusive of any travel expenses that may
be incurred in the performance of such services. Travel expense reimbursement may include
personal vehicle mileage or commercial coach transportation, hotel accommodations, parking
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RFO DIR-CPO-TMP-550 Page 4 of 8
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and meals; provided, however, the amount of reimbursement by Customers shall not exceed the
amounts authorized for state employees as adopted by each Customer; and provided, further, that
all reimbursement rates shall not exceed the maximum rates established for state employees
under the current State Travel Management Program. Travel time may not be included as part of
the amounts payable by Customer for any services provided under this Contract. The DIR
Administrative Fee is not applicable to travel expense reimbursement. Anticipated travel
expenses must be pre-approved in writing by Customer. Customer reserves the right not to pay
travel expenses which are not pre-approved in writing by the Customer.
6 DIR Administrative Fee
a)Successful Respondent shall pay an administrative fee to DIR based on the dollar value
of all sales to Customers pursuant to this Contract (the “DIR Administrative Fee”). The
amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent
(0.75%) of all sales, net of returns and credits. For example, the administrative fee for
sales totaling $100,000 shall be $750.
b)All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves
the right to increase or decrease the DIR Administrative Fee during the term of this
Contract, upon written notice to Successful Respondent without amending this Contract.
Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price
to Customers.
7 Internet Access to Contract and Pricing Information
In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract
and Pricing Information, Successful Respondent shall include the following with its webpage:
a)A current price list or mechanism to obtain specific contract pricing;
b)MSRP/list price or DIR Customer price;
c)Discount percentage (%) off MSRP or List Price;
d)Warranty policies; and,
e)Return policies.
8 Use of Order Fulfillers
8.1 Authorization to Use Order Fulfillers
Subject to the conditions in this Section 8, DIR agrees to permit Successful Respondent to utilize
designated order fulfillers to provide products, services, and support resources to Customers
under this Contract (“Order Fulfillers”).
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RFO DIR-CPO-TMP-550 Page 5 of 8
{DIR rev 09/2021}
8.2 Designation of Order Fulfillers
a)Successful Respondent may designate Order Fulfillers to act as the distributors for
products and services available under this Contract. In designating Order Fulfillers,
Successful Respondent must be in compliance with the State’s Policy on Utilization of
Historically Underutilized Businesses. DIR and Successful Respondent will agree on the
number of Order Fulfillers that are Historically Underutilized Businesses as defined by
the CPA.
b)In addition to the required Subcontracting Plan, Successful Respondent shall provide
DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller
business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact
person email address and phone number.
c)DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller
participation or request that Successful Respondent name additional Order Fulfillers
should DIR determine it is in the best interest of the State.
d)Successful Respondent shall be fully liable for its Order Fulfillers’ performance under
and compliance with the terms and conditions of this Contract. Successful Respondent
shall enter into contracts with Order Fulfillers and use terms and conditions that are
consistent with the terms and conditions of this Contract.
e)Successful Respondent may qualify Order Fulfillers and their participation under the
Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers
based upon Successful Respondent’s established, neutrally applied criteria, ii) the criteria
is not based on a particular procurement, and iii) all Customers are supported under the
criteria.
f)Successful Respondent shall not prohibit any Order Fulfiller from participating in other
procurement opportunities offered through DIR.
8.3 Changes in Order Fulfiller
Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract
upon written authorization by DIR. Prior to adding or removing Order Fulfillers, Successful
Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with
the State’s Policy on Utilization of Historically Underutilized Businesses. Successful Respondent
shall provide DIR with its updated Subcontracting Plan and the Order Fulfillers information
listed above.
8.4 Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall be in accordance with Section 5.
9 Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
DIR Contract No. DIR-CPO-4850
Solid Border, Inc. - 13310091213
RFO DIR-CPO-TMP-550 Page 6 of 8
{DIR rev 09/2021}
If sent to the State:
Hershel Becker or Successor in Office
Chief Procurement Officer
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Email: hershel.becker@dir.texas.gov
If sent to Successful Respondent:
Derek del Barrio
Solid Border, Inc.
1806 Turnmill St, San Antonio, TX 78248
Phone: (512) 669-5773
Email: derek@solidborder.com
10 Software License
10.1 Software License Agreement
a)Customers acquiring software licenses under this Contract shall hold, use, and operate
such software subject to compliance with the Software License Agreement. Customer and
Successful Respondent may agree to additional terms and conditions that do not diminish
a term or condition in the Software License Agreement, or in any manner lessen the
rights or protections of Customer or the responsibilities or liabilities of Successful
Respondent. Successful Respondent shall make the Software License Agreement terms
and conditions available to all Customers at all times.
b)Compliance with the Software License Agreement is the responsibility of the Customer.
DIR shall not be responsible for any Customer’s compliance with the Software License
Agreement.
11 Conflicting or Additional Terms
a)The terms and conditions of this Contract shall supersede any additional conflicting or
additional terms in any additional service agreements, statement of work, and any other
provisions, terms, conditions, and license agreements, including those which may be
affixed to or accompany software upon delivery (sometimes called shrink-wrap or click-
wrap agreements), and any linked or supplemental documents, which may be proposed,
issued, or accepted by Successful Respondent and Customer in addition to this Contract
(such additional agreements, “Additional Agreements”), regardless of when such
DIR Contract No. DIR-CPO-4850
Solid Border, Inc. - 13310091213
RFO DIR-CPO-TMP-550 Page 7 of 8
{DIR rev 09/2021}
Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding
the foregoing, it is Customer’s responsibility to review any Additional Agreements to
determine if Customer accepts such Additional Agreement. If Customer does not accept
such Additional Agreement, Customer shall be responsible for negotiating any changes
thereto.
b)Any update or amendment to an Additional Agreement shall only apply to Purchase
Orders for the associated product or service offering after the effective date of such
update or amendment; provided that, if Successful Respondent has responded to a
Customer’s solicitation or request for pricing, any subsequent update or amendment to an
Additional Agreement may only apply to a resulting Purchase Order if Successful
Respondent directly informs such Customer of such update or amendment before the
Purchase Order is executed.
c)Successful Respondent shall not require any Additional Agreement that: i) diminishes the
rights, benefits, or protections of Customer, or that alters the definitions, measurements,
or method for determining any authorized rights, benefits, or protections of Customer; or
ii) 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.
d)If Successful Respondent attempts to do any of the foregoing, the prohibited documents
will be void and inapplicable to this Contract or the Purchase Order between Successful
Respondent and Customer, and Successful Respondent will nonetheless be obligated to
perform such Purchase Order without regard to the prohibited documents, unless
Customer elects instead to terminate such Purchase Order, which in such case may be
identified as a termination for cause against Successful Respondent.
12 Authorized Exceptions to Appendix A, Standard Terms and Conditions
No exceptions have been agreed to by DIR and Successful Respondent.
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DIR Contract No. DIR-CPO-4850
Solid Border, Inc. - 13310091213
RFO DIR-CPO-TMP-550 Page 8 of 8
{DIR rev 09/2021}
This Contract is executed to be effective as of the date of last signature.
Solid Border, Inc.
Authorized By:
Name: Derek del Barrio
Title: CEO
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:
Date:
Signature on File
Signature on File
Initial on File