ESBD_555357_1788298149939_Attachment 1 Sample Contract.docx

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

STATE OF TEXAS

DEPARTMENT OF INFORMATION RESOURCES

MASTER COOPERATIVE CONTRACT

{{Successful Respondent}} Introduction Parties This contract for End-User IT Outsourcing 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 {{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 COOP2026SOL-00009, on September 1, 2026, for End-User IT Outsourcing Services (the “RFO”). Upon execution of all Contracts, a notice of award for COOP2026SOL-00009, 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 Master Cooperative Contract;

2. Appendix A, Standard Terms and Conditions;

3. Appendix B, Successful Respondent’s then current Subcontracting Plan (SP);

4. Exhibit 1, RFO COOP2026SOL-00009, including all Addenda;

5. Exhibit 2, Successful Respondent’s Response to RFO COOP2026SOL-00009, 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 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” and together with the “Initial Term,” the “Term”). Prior to expiration of the Initial Term and each Renewal Term (excluding the final 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. Additionally, DIR, in its sole discretion, may extend the final Renewal Term by up to twelve (12) months under the then-current terms and conditions upon thirty (30) days written notice to Successful Respondent.

Service Offerings Services available under this Contract are limited to the technology categories defined in Request for Offer COOP2026SOL-00009 for End-User IT Outsourcing Services. At DIR’s sole discretion, Successful Respondent may incorporate changes or make additions to its service offering(s), provided that any changes or additions must be within the scope of the RFO. The Successful Respondent has been awarded the following Technology Category:

1. End-User IT Management Services

2. IT asset management (ITAM)

3. Desktop Outsourcing and Management Service

4. Integrated IT and Facility Support

5. Miscellaneous Services:

Pricing Pricing for services under this Contract will be directly negotiated by a Customer and Successful Respondent and shall be set forth in the applicable Statement of Work. Pricing shall include the DIR Administrative Fee (as defined below).

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. DIR reserves the right to change the DIR Administrative Fee during the Term, upon written notice to Successful Respondent without amending this Contract.

C. 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 process, https://dir.texas.gov/it-solutions-and-services/buying-through-dir/statement-work-sow; and B. Approved PDAA Form.

Use of Designated Resellers Designated Resellers are not available for this Contract.

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: dircontractmanagementoffice@dir.texas.gov

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.

B. 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.

(Remainder of this page intentionally left blank.)

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: ____________________________________________ COOP2026SOL-00009 Page 12 of 25 Version 1.1 Rev. 8/4/26