Attachment 1 Sample Contract.docx

DIR Contract No. {{CONTRACTNUMBER}} {{Successful Respondent}} – {{VendorTaxID}}

STATE OF TEXAS

DEPARTMENT OF INFORMATION RESOURCES

TEX-AN Wireless, Pagers, and Satellite Services, and Related Hardware Communications Technology Services Agreement {{Successful Respondent}} Introduction Parties This TEX-AN Communications Technology Services Agreement (this “CTSA,” together with all Appendices, Exhibits, and other attachments thereto, the “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 {{Successful Respondent}} a STATE ENTITY TYPE (hereinafter “Successful Respondent”), with its principal place of business at {{Successful Respondent Address}}. This Contract becomes effective on the date on which the last party to sign affixes its signature.

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 {{RFONUMBER}}, on {{RFOStartDate}}, for {{SolicitationName}} (the “RFO”). Upon execution of all Contracts, a notice of award for {{RFONUMBER}}, shall be posted by DIR on the Electronic State Business Daily.

Order of Precedence For transactions under this Contract, the order of precedence shall be as follows:

1. This CTSA;

2. Appendix A, Standard Terms and Conditions;

3. Appendix B, Successful Respondent’s then-current VetHUB Subcontracting Plan (HSP) Form;

4. Appendix C, Pricing Index;

5. Exhibit 1, RFO {{RFONUMBER}}, including all Addenda;

6. Exhibit 2, Successful Respondent’s Response to RFO {{RFONUMBER}}, including all Addenda.

Definitions Capitalized terms used but not defined herein have the meanings given to them in Appendix A, Standard Terms and Conditions.

Term of Contract The initial term of this Contract shall be up to four (4) years commencing on the date of the last signature hereto (the “Initial Term”).

DIR shall have the right to extend the term of this Contract for optional extension periods (each, a "Renewal Term" and together with the Initial Term, the “Term”) by giving notice to Successful Respondent no less than thirty (30) days prior to the expiration date of the Initial Term or the then-current Renewal Term. Such extension shall be on the terms and conditions of this Contract that are then in effect. The exact period of a Renewal Term shall be specified in DIR's notice of extension, provided that the total length of all Renewal Terms together shall not exceed four (4) years. No termination charges or penalties shall be applicable to any termination before or after the end of the Initial Term.

Product and Service Offerings The products and services available under this Contract are limited to the products and services provided in Appendix C, Pricing Index. At DIR’s sole discretion, Successful Respondent may make changes to its product and service offerings by a mutually agreed amendment to Appendix C, Pricing Index, provided that any changes must be within the scope of the RFO.

Pricing Pricing Index Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee (as defined in Section 5, below).

Changes to Prices Successful Respondent may propose changes to Appendix C, Pricing Index during the Term. DIR shall have reasonable time to review and determine, in its sole discretion, if the proposed change is best value for the State. If DIR approves the change, such change shall be implemented using the process described in Appendix A, Section 4.2 to amend the Contract and document the new price(s).

Telecommunications Fees, Surcharges, and Taxes A. All applicable Federal Communication Commission (FCC), Texas Public Utilities Commission (PUC), or other authorized telecommunications fees and surcharges in effect as of the date of the Contract which may appear on billings to Customers are disclosed in the appropriate section per service in Appendix C to the Contract. Successful Respondent shall not include any telecommunications fees and surcharges that are not set forth in Appendix C on Invoices to Customers.

B. Any additional FCC, PUC, or other authorized telecommunications fees or surcharges applicable to any service under the Contract may only be imposed upon a written amendment of the Contract.

C. Successful Respondent acknowledges that certain Customers that are political subdivisions of the State, are exempt from the imposition and collection of certain State telecommunications fees, including the Texas Universal Service Fund charge and the Texas Infrastructure Fund assessment. In addition, State agency Customers have additional exemptions from State telecommunications fees, including the 9-1-1 emergency service fee, 9-1-1 equalization surcharge, poison control surcharge, and late charges imposed under Section 55.010, Texas Utilities Code. Successful Respondent agrees to not bill for any items which are not mandated by the FCC, PUC, or other proper authority and which are otherwise not applicable to the services under this Contract and for which Successful Respondent has requested and received valid exemption certificates from Customers. Successful Respondent agrees to promptly correct any incorrect billings of telecommunications fees and surcharges that occur. Successful Respondent acknowledges that DIR makes no representation about the exemption status of any Customers.

D. During the Term, all changes in the law or fee structures, which create or authorize Successful Respondent to modify existing or impose new telecommunications fees or surcharges on the services provided under the Contract, which Successful Respondent desires to impose, shall require an amendment in order to be effective against the State, DIR, and Customers. In the event of a change in the law or telecommunications fees and surcharges structures, which results in an exemption from payment in favor of the State, DIR, or Customers, Successful Respondent shall give effect to the exemption without the necessity of an amendment hereto.

E. Government entity Customers are typically exempt from the assessment of State sales, use and excise taxes under Texas Tax Code Section 151.309 and from Federal Excise Tax under 26 United States Code Sections 4253(i) and (j). All Customers shall provide evidence of tax-exempt status to Successful Respondent upon request.

F. DIR reserves the right for Customers to review telecommunications taxes, fees, and surcharges for applicability of payments by public entities. Individual Customers may be exempt from such charges, pursuant to federal, state, and local exemptions.

G. Successful Respondent shall only charge prices that are no higher in the aggregate than the charges charged by Successful Respondent directly to substantially similar retail third party customers for the provision of the same or substantially similar services on substantially similar terms and conditions.

H. Any failure of Successful Respondent to comply with the requirement of Section 4.3(G), above shall constitute a material beach. If Successful Respondent has breached Section 4.3(G) above, then Successful Respondent shall be obligated to award credits to Customer on the next appropriate Invoice that are equal to the overcharges paid as a result of any such breach.

I. DIR shall have the right, in its sole discretion, to conduct an audit of Successful Respondent's compliance with this Section 4.3 pursuant to the procedures set forth in Appendix A, Section 10.5.

DIR Administrative Fee A. DIR’s TEX-AN Program is a cost recovery program. Successful Respondent shall pay the DIR Administrative Fee to DIR to defray the costs of operating and administering the TEX-AN Program.

B. 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 two percent (2%) of all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $2000.

C. All prices quoted to Customers shall include the DIR Administrative Fee. Successful Respondent shall not invoice Customers for the DIR Administrative Fee as a separate item or charge on any Invoice.

D. DIR reserves the right to change the DIR Administrative Fee during the Term, 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.

E. The DIR Administrative Fee for any Customer purchase shall be the rate in effect on the date of the Purchase Agreement.

Contract Webpage Requirements In addition to the requirements listed in Appendix A, Section 8.4, Internet Access to Contract and Pricing Information, Successful Respondent shall include the following with its webpage:

A. SOW Instructions and link to DBITS page (http://dir.texas.gov/View-Contracts-And-Services/Pages/Content.aspx?id=41);

B. Warranty policies; and C. Return policies.

Notification All notices, demands, designations, certificates, requests, offers, consents, approvals, and other instruments given pursuant to this Contract shall be in writing and shall be validly given on: (i) the date of delivery if delivered by email, facsimile transmission, mailed by registered or certified mail, or hand delivered, or (ii) three (3) Business Days after being mailed via United States Postal Service. All notices under this Contract shall be sent to a party at the respective address indicated below or to another address as the party shall have notified the other party in writing.

If sent to the State:

Lisa Massock 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: [insert contract manager email address here]

With copy to the DIR Contract Manager. See Appendix A, Section 10.2, Contract Managers.

If sent to Successful Respondent:

Successful Respondent Representative {{Successful Respondent}} Successful Respondent Address City, State Zip Phone: ( ) - Email:

Notices issued pursuant to a Purchase Agreement between Successful Respondent and Customer shall be made in accordance with the Purchase Agreement.

Additional Agreements Definition of Additional Agreements “Additional Agreements” include any terms and conditions governing products or services purchased under this Contract that are incorporated into or made applicable to a Purchase Agreement but are not included in the list of documents in Section 1.3, Order of Precedence, hereof. Additional Agreements may be included in, but are not limited to, a Statement of Work, fiscal purchase orders, software licensing agreements, service agreements, leasing agreements, or any linked, click-through, supplemental, or affixed terms or conditions, regardless of when such additional terms and conditions are incorporated into or made applicable to a Purchase Agreement. For the avoidance of doubt, Additional Agreements include terms and conditions governing products or services purchased under this Contract that are incorporated by the publisher or manufacturer of the product or service.

Authority to Enter Into Additional Agreements A. Subject to the conditions in this Section, Successful Respondent and a Customer may enter into Additional Agreements. The terms and conditions of such Additional Agreements will be reviewed, negotiated, and agreed upon between the Customer and Successful Respondent. DIR has not reviewed and will not review any Additional Agreements, and is not a party to any Additional Agreements.

a. Amendments or updates to Additional Agreements shall not be made without Customer’s express consent, unless Customer has expressly agreed otherwise.

Precedence of Contract A. All Additional Agreements are subject to the Contract. The terms and conditions of the Contract shall take precedence over any conflicting terms and conditions of any Additional Agreement. Successful Respondent and Customers may not alter this order of precedence.

B. If any Additional Agreement purports to take precedence over or supersede the terms and conditions of the Contract, the conflicting terms and conditions will be void and inapplicable to the Contract and the Purchase Agreement. Successful Respondent will be nonetheless obligated to perform the applicable Purchase Agreement without regard to the conflicting terms and conditions, unless Customer elects instead to terminate such Purchase Agreement, which may be considered a termination for cause in accordance with Section 12.5.3, Appendix A, Standard Terms and Conditions.

Authorized Exceptions to Appendix A, Standard Terms and Conditions No exceptions have been agreed to by DIR and Successful Respondent.

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In witness whereof, the Parties have executed this TEX-AN WPS Communications Technology Services Agreement in their capacities as stated below with authority to bind their organizations on the dates set forth by their signatures. This Contract is executed to be effective as of the date of last signature.

{{Successful Respondent}}

Authorized By: _________________________________

Name: ________________________________________

Title: __________________________________________

Date: __________________________________________

The State of Texas, acting by and through the Department of Information Resources

Authorized By: ___________________________________

Name: Lisa Massock

Title: Chief Procurement Officer

Date: ________________________________________

Office of General Counsel: _________________________________

Date: ____________________________________________

{{RFONUMBER}} Page 12 of 25 Version 1.1 Rev. 06/16/25April 2026