GB-Langan_Memo,_contract,_attachments_signed_by_PW, Finance, ITT OCR

Extracted text

City of Santa Fe
200 Lincoln Ave, Santa Fe, NM 87501 I santafenm.gov
Michael J. Garcia, Mayor
Purchasing Memo
Date: May 30, 2026
To: Governing Body, Finance Committee, and Public Works & Utilities Committee
Via: Sam Burnett, Interim Public Works Director 6'0
Carol Swenson, Public Works Business Operations Manager __(!,__<;~~~~
YVONNE SWENSON
Melissa McDonald, Parks and Open Space Division Director 711 711c,
From: Sean Moody, Public Works Capital Projects Manager SM
~
Subject: GIS and Asset Management Integration and Capacity Building
Vendor Name: Langan LLC
Munis Vendor Number: 11259
ACTION:
Request for Approval of a Professional Services Agreement with Langan LLC for
Software Consulting Services to Integrate OpenGov Enterprise Asset Management and
Geographic Information Services Systems in the Total Amount of $600,000 Through
June 30, 2030. (Sean Moody, Public Works Capital Projects Manager:
sxmoody@santafenm.gov)
Committee Review
Public Works and Utilities Committee: June 29, 2026
Finance Committee: July 6, 2026
Governing Body: July 8, 2026
City Council
Alma G. Castro, District 1
Patricia Feghali, District 1
Elizabeth "Liz" Barrett, District 2
Paul C. Bustamante, District 2
Lee Garcia, Mayor Pro Tern, District 3
Pilar F.H. Faulkner, District 3
Jamie Cassutt, District 4
Amanda Chavez, District 4

CONTRACT NUMBER:
The FY27 Munis contract number is 3260374.
BACKGROUND AND SUMMARY:
Langan LLC is a professional consulting firm with expertise in geographical information
systems which has been selected to assist the city in its implementation of the
OpenGov Enterprise Asset Management (EAM) software platform to manage the city's
capital assets. A four year, on-call hourly service agreement will be procured through an
lnterlocal Cooperation Contract between the City of Santa Fe and the State of Texas
Department of Information Resources, which is a cooperative procurement agreement
under NM Stat§ 13-1-135 (2025) and NM Stat§ 13-1-98A. (2025).
Scope of services includes data integration and workflow coherence among Constituent
Services, ITT/GIS (geographic Information systems), Public Works and Public Utilities;
staff training and development; monitoring of public assets; enhancement of the city's
existing GIS database and mapping capabilities; and assisting the Public Works
Department in development of in-house GIS capabilities. Optional work may include
selective data acquisition, such as a survey of pavement conditions,
signage and striping, which will allow the Complete Streets Division to better
manage and prioritize the maintenance and repair of the city's roads, open space
trails and bicycle paths, and to respond more effectively to constituent requests.
Funding over term of the contract will be drawn from each fiscal year's operating budget
within the Public Works Department's Administration office, the Complete Streets
Division, and the Parks and Open Space Division. An initial purchase order is expected
to be issued in July, 2026 once the city's FY2027 budget has been appropriated.
PRIOR APPROVALS AND SUPPORTING INFORMATION:
FUNDING SOURCE:
Fund Name/Number: Various
Munis Org Name/Number: Public Works Administration/1006001
Munis Object Name/Number: Professional Contracts/510300
Future funding sources may include 1000471.570850(Complete Streets);
2310411.570850 (River and Watershed); 2554150.570850 (Parks and Open Space); and
1006001.570850 (Public Works - Software Purchases)
Budget Officer/ Designee: _A_~__?_M_fl.....~-~-~6"________ Date: 06/04/2026

Chief Procurement Officer (CPO)/Designee: Date:
CPO Comment/Exceptions:
ASSOCIATED APPROVALS:
IT Components included? Yes | No
Approval: Title: Date:
Comment/Exceptions:
Treasury/Point of Sale Components included? Yes | No
Approval: Title: Date:
Comment/Exceptions:
Vehicles included? Yes | No
Approval: Title: Date:
Comment/Exceptions:
Construction to City Facilities, Furniture, and/or Fixtures included? Yes | No
Approval: Title: Date:
Comment/Exceptions:
Is this an externally funded purchase? Yes | No
If yes, what is the issuing agency:
Approval: Title: Date:
Comment/Exceptions:

Is this a Capital Asset or Project? Yes | No
Project Ledger Number: PTW2623101
Approval: Title: Date:
Comment/Exceptions:
ATTACHMENTS:

Item#: __________
Munis Contract#: =32603==-a..=..a.7-.....~----
CITY OF SANTA FE
PROFESSIONAL SERVICES CONTRACT
THIS CONTRACT is made and entered into by and between the City of Santa Fe, New Mexico,
hereinafter referred to as the "City," and LANGAN ENGINEERING, ENVIRONMENTAL,
SURVEYING, LANDSCAPE ARCHITECTURE AND GEOLOGY D.P.C., hereinafter referred
to as the "Contractor," and is effective as of the date set forth below upon which it is
executed by the Parties.
RECITALS
WHEREAS, the Chief Procurement Officer of the City has made the determination that
this Agreement is in accordance with the provisions of the New Mexico Procurement
Code (NMSA 1978, 13-1-28 et seq.) pursuant to NMSA 1978, section 13-1-135; and
WHEREAS, the Contractor is one of such requisite and qualifications and is willing to
engage with the City for professional services, in accordance with the terms and
conditions hereinafter set out, and the Contractor understanding and consenting to the
foregoing is willing to render such professional services as outlined in the Contract;
and
The City and the Contractor hereby agree as follows:
1. Scope of Work
Langan services will be provided on a task order basis, as requested by the City, and may
include any of the following from the tasks below.
On-Call OpenGov Enterprise Asset Management & GIS Support Services
The Langan team may provide on-site and virtual OpenGov Enterprise Asset Management
(EAM) and geographic information services ("GIS") support services to maintain the City's
OpenGov EAM and Esri GIS software. Under this contract, the expected services may include,
but are not limited to, any of the following :
• Needs Assessment, Discovery, and Strategic Planning: On-site and virtual needs
assessment and discovery for the Parks and Open Space and Complete Streets divisions from
the Public Works Department, the Constituent Services division of the Department of
Community Engagement, the Department of Public Utilities, the Planning and Land Use
Division of the Department of Community Development and the Information Technology and
Telecommunication (ITT) Division. Ongoing discovery, planning, strategic planning and
roadmap activities based on feedback and evolving goals of the City.
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• Training: Development and delivery of additional job aids and remote online training for
OpenGov EAM software and workflows for the City's end-users as quick reference guides. On-
site or virtual training delivery and support for managers/supervisors and staff focused on
OpenGov EAM workflow, GIS processes, and both OpenGovEAM and GIS software.
• Maintenance and Administration of OpenGov EAM: Development and delivery of
guidance to perform the maintenance and administration of the OpenGov EAM software, Esri's
ArcGIS platform, and related technologies and data, services, and applications hosted within
each environment.
• OpenGov Integration Support: OpenGov EAM integration support for ArcGIS Enterprise,
ArcGIS Online and associated Esri technologies and/or other enterprise business systems.
• GIS Support for the City's existing Esri ArcGIS Enterprise and ArcGIS Online
environments:
o Project management, discovery, support, and strategic planning.
o Data collection, configuration, modeling, and maintenance.
o GIS data configuration and attributing for OpenGov EAM.
o ArcGIS Enterprise and ArcGIS Online maintenance, administration and training.
o Web/Mobile application development, maintenance, & support, such as dashboards,
Experience Builder, Instant Apps, Field Maps, and Survey123.
o IT and cloud resource support, maintenance and administration.
o GIS integration support and maintenance for other enterprise business systems.
• On-demand User Support: On-demand user support (response within 24 hours of receipt of
request on standard business days M-F) technology support for the OpenGov EAM and ESRI
GIS apps/tools and related technologies.
2. Standard of Performance: Licenses
A The Contractor does hereby accept its designation as a professional service,
rendering services related to IT Services for the City, as set forth in this Contract. The
Contractor represents that Contractor possesses the personnel, experience, and
knowledge necessary to perform the services described under this Contract.
B. The Contractor agrees to obtain and maintain throughout the term of this Contract,
all applicable professional and business licenses required by law, for itself, its
employees, agents, representatives, and subcontractors.
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3. Compensation
A. Payment. The City shall compensate the Contractor based on the itemized amounts and/or
rates specified in Exhibit A. For the services and goods described in the scope of work, the
City agrees to pay an amount to the Contractor of $554,592.72. The services and goods in
the contract will require Gross Receipts Tax (GRT). The GRT on this contract is levied at the
rate of 8.1875%, equaling $45,407.28. The total not to exceed compensation for the contract
including GRT is $600,000.00. PLEASE NOTE NO PROPERTY TAX WILL BE PAID TO THE
CONTRACTOR BY THE City. This amount is a maximum and not a guarantee that the work
assigned to be performed by Contractor under this Agreement shall equal the amount stated
herein. The Parties do not intend for the Contractor to continue to provide Services without
compensation when the total compensation amount is reached. Contractor is responsible for
notifying the City when the Services provided under this Agreement reach the total
compensation amount. In no event will the Contractor be paid for Services provided in excess
of the total compensation amount without this Agreement being amended in writing prior to
services, in excess of the total compensation amount being provided.
B. Payment shall be made upon Acceptance of each Deliverable and upon the receipt and
Acceptance of a detailed, certified Payment Invoice. Payment will be made to the
Contractor's designated mailing address. In accordance with Section 13-1-158 NMSA 1978,
payment shall be tendered to the Contractor within thirty (30) days of the date of written
certification of Acceptance. All Payment Invoices MUST BE received by the City no later than
fifteen (15) days after the termination of this Agreement. Payment Invoices received after
such date WILL NOT BE PAID.
C. Notice of Extended Payment Provision For Grant Funded Contracts. This contract
allows the owner to make payment within 45 days after submission of an undisputed request
for payment.
4. Imll
THIS CONTRACT SHALL NOT BECOME EFFECTIVE UNTIL APPROVED BY THE CITY.
This Contract shall terminate on June 30, 2030 unless terminated pursuant to paragraph 5
(Termination) and paragraph 6 (Appropriations). The City reserves the right to renew this
contract by mutual agreement not to exceed a total of four (4) years in accordance with NMSA
1978, Sections 13-1-150through 152.
s. Jermjnatjon
A. Grounds. The City may terminate this Contract for convenience or cause. For
contracts within their authority, the City Manager or their designee is authorized to provide
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the notice of termination , otherwise such notice of termination shall be provided by the
Mayor or their designee as authorized by the Governing Body. The Contractor may only
terminate this Contract based upon the City's uncured , material breach of this Contract.
B. Notice; City Opportunity to Cure.
1)The City shall give Contractor written notice of termination at least thirty (30) days
prior to the intended date of termination .
2)Contractor shall give City written notice of termination at least thirty (30) days prior
to the intended date of termination, which notice shall (i) identify all the City's
material breaches of this Contract upon which the termination is based and (ii)
state what the City must do to cure such material breaches. Contractor's notice of
termination shall only be effective (i) if the C ity does not cure all material breaches
within the thirty (30) day notice period or (ii) in the case of material breaches that
cannot be cured within thirty (30) days, the City does not, within the thirty (30) day
notice period , notify the Contractor of its intent to cure and beg in with due diligence
to cure the material breach .
3)Notwithstanding the foregoing, this Contract may be terminated immediately upon
written notice to the Contractor (i) if the Contractor becomes unable to perform
the services contracted for, as determined by the C ity; (ii) if, during the term of this
Contract, the Contractor is suspended or debarred by the City; or (iii) the Contract
is terminated pursuant to Paragraph 6, "Appropriations" , of this Contract.
4)Liability. Except as otherwise expressly allowed or provided under this Contract, the
City's sole liability upon termination shall be to pay for acceptable work performed
prior to the Contractor's receipt or issuance of a notice of termination ; provided ,
however, that a notice of termination shall not nullify or otherwise affect either party's
liability for pre-termination defaults under or breaches of this Contract. The
Contractor shall submit an invoice for such work within thirty (30) days of receiving
or sending the notice of termination. THIS PROVISION IS NOT EXCLUSIVE AND
DOES NOT WAIVE THE CITY'S OTHER LEGAL RIGHTS AND REMEDIES
CAUSED BY THE CONTRACTOR'S DEFAULT/BREACH OF THIS CONTRACT.
s. Approprjatjons
The terms of this Contract are contingent upon sufficient appropriations and authorization
being made by the Governing Body for the performance of this Contract. If sufficient
appropriations and authorization are not made by the Governing Body, this Contract shall
terminate immediately upon written notice being given by the City to the Contractor. The City's
decision as to whether sufficient appropriations are available shall be accepted by the
Contractor and shall be final. If the City proposes an amendment to the Contract to
unilaterally reduce funding , the Contractor shall have the option to terminate the Contract
or to agree to the reduced funding , within thirty (30) days of receipt of the proposed
amendment.
1. status of contractor
The Contractor and its agents and employees are independent contractors performing professional
services for the City and are not employees of the City. The Contractor and its agents and employees
shall not accrue leave, retirement, insurance bonding, use of City vehicles, or any other benefits
afforded to employees of the City as a result of this Contract. The Contractor acknowledges that all
Page 4 of 12

sums received hereunder are reportable by the Contractor for tax purposes, including without
limitation, self-employment and business income tax. The Contractor agrees not to purport to bind the
City unless the Contractor has express written authority to do so, and then only within the strict limits of
that authority.
8. Assignment
The Contractor shall not assign or transfer any interest in this Contract or assign any
claims for money due or to become due under this Contract without the prior written approval
of the City, provided, however, that Contractor can assign this Agreement, without consent, to a
subsidiary of Contractor.
9. Subcontracting
The Contractor shall not subcontract any portion of the services to be performed
under this Contract without the prior written approval of the City. No such subcontract
shall relieve the primary Contractor from its obligations and liabilities under this Contract,
nor shall any subcontract obligate direct payment from the City.
10. Release
Final payment of the amounts due under this Contract shall operate as a release of
the City, its officers and employees from all liabilities, claims and obligations whatsoever
arising from or under this Contract.
11. Confidentiality
Any confidential information provided to or developed by the Contractor in the
performance of this Contract shall be kept confidential and shall not be made available to
any individual or organization by the Contractor without the prior written approval of the City,
except as may be required by law or regulation.
12. Product of Service -- Copyright
All materials developed or acquired by the Contractor under this Contract, upon
payment by the City of amounts owed pursuant to the terms of this Agreement, shall
become the property of the City and shall be delivered to the City no later than the
termination date of this Contract. Nothing developed or produced, in whole or in part, by
the Contractor under this Contract shall be the subject of an application for copyright or
other claim of ownership by or on behalf of the Contractor.
13. Conflict of Interest: Governmental Conduct Act
A. The Contractor represents and warrants that it presently has no interest and , during
the term of this Contract, shall not acquire any interest, direct or indirect, which would conflict
in any manner or degree with the performance or services required under the Contract.
B. The Contractor further represents and warrants that it has complied with, and, during the term
of this Contract, will continue to comply with , and that this Contract complies with all applicable
provisions of the Governmental Conduct Act, NMSA 1978, Chapter 10, Article 16.
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C. Contractor's representations and warranties in Paragraphs A and 8 of this Article are
material representations of fact upon which the City relied when this Contract was entered
into by the parties. Contractor shall provide immediate written notice to the City if, at any
time during the term of this Contract, Contractor learns that Contractor's representations
and warranties in Paragraphs A and 8 of this Article were erroneous on the effective date of
this Contract or have become erroneous by reason of new or changed circumstances. If it is
later determined that Contractor's representations and warranties in Paragraphs A and 8 of
this Article were erroneous on the effective date of this Contract or have become erroneous
by reason of new or changed circumstances, in addition to other remedies available to the
City and notwithstanding anything in the Contract to the contrary, the City may immediately
terminate the Contract.
D. All terms defined in the Governmental Conduct Act have the same meaning in
this section.
14. Amendment
A. This Contract shall not be altered, changed , or amended except by instrument in
writing executed by the parties hereto and all other required signatories.
B. If the City proposes an amendment to the Contract to unilaterally reduce funding due
to budget or other considerations, the Contractor shall, within thirty (30) days of receipt of
the proposed Amendment, have the option to terminate the Contract, pursuant to the
termination provisions as set forth in Article 4 herein, or to agree to the reduced funding .
15. Entire Agreement.
This Contract, together with any other documents incorporated herein by reference
and all related Exhibits and Schedules constitutes the sole and entire agreement of the
Parties with respect to the subject matter of this Contract, and supersedes all prior and
contemporaneous understandings, agreements, representations, and warranties, both
written and oral, with respect to the subject matter. In the event of any inconsistency
between the statements in the body of this Contract, and the related Exhibits and
Schedules, the statements in the body of this Contract shall control.
16. Merger
This Contract incorporates all the Agreements, covenants and understandings
between the parties hereto concerning the subject matter hereof, and all such covenants,
agreements, and understandings have been merged into this written contract.
Cooperative 13-1-135
This Contract is issued against the Texas Department of Information
Resources DIR-CPO-6027 and the INTERLOCAL COOPERATION CONTRACT DIR No:
DIR-TSO-IC718
(EXHIBIT B to this Contract), and through this language hereby incorporates this agreement
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by reference and is included in the order of precedence.
No prior Agreement or understanding, oral or otherwise, of the parties or their agents
shall be valid or enforceable unless embodied in this Contract.
17. Penalties for violation of law
NMSA 1978, Sections 13-1-28 through 13-1-199, imposes civil and criminal penalties
for its violation . In addition, the New Mexico criminal statutes impose felony penalties for
illegal bribes, gratuities, and kickbacks.
18. Equal Opportunity Compliance
The Contractor agrees to abide by all federal and state laws and rules and regulations,
and Santa Fe City Code, pertaining to equal employment opportunity. In accordance with all
such laws of the State of New Mexico, the Contractor assures that no person in the United
States shall, on the grounds of race, religion, color, national origin, ancestry, sex, age,
physical or mental handicap, or serious medical condition, spousal affiliation, sexual
orientation or gender identity, be excluded from employment with or participation in, be denied
the benefits of, or be otherwise subjected to discrimination under any program or activity
performed under this Contract. If Contractor is found not to be in compliance with these
requirements during the life of this Contract, Contractor agrees to take appropriate steps to
correct these deficiencies.
19. Applicable Law
The laws of the State of New Mexico shall govern this Contract, without giving effect to its
choice of law provisions. Venue shall be proper only in a New Mexico court of competent
jurisdiction in accordance with NMSA 1978, Section 38-3-2. By execution of this Contract,
Contractor acknowledges and agrees to the jurisdiction of the courts of the State of New
Mexico over any and all lawsuits arising under or out of any term of this Contract.
20. Workers Compensation
The Contractor agrees to comply with state laws and rules applicable to workers
compensation benefits for its employees. If the Contractor fails to comply with the Workers
Compensation Act and applicable rules when required to do so, this Contract may be
terminated by the City.
21. Professional Liability Insurance
Contractor shall maintain professional liability insurance throughout the term of this
Contract providing coverage in the amount required under the New Mexico Tort Claims Act. The
Contractor shall furnish the City with proof of insurance of Contractor's compliance with
the provisions of this section as a condition prior to performing services under this
Contract.
22. Other Insurance
If the services contemplated under this Contract will be performed on or in City
facilities or property, Contractor shall maintain in force during the entire term of this
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Contract, the following insurance coverage(s), including the City as additional insured.
A. Commercial General liability insurance shall be written on an occurrence basis and
be a broad as ISO Form CG 00 01 with limits of $2,000,000 per occurrence and $2,000,000
in the aggregate for claims against bodily injury, personal and advertising injury, and
property damage. Said policy shall include Contractual Liability coverage and be endorsed
to include the City of Santa Fe their officials, officers, and employees, as additional insureds.
Limits required herein may be satisfied by a combination of primary and excess/umbrella
coverages.
B. Business Automobile Liability insurance for all owned, non-owned automobiles,
with a combined single limit of $1 ,000,000 per accident.
C. Broader Coverage and limits. The insurance requirements under this Contract
shall be the coverage and limits specified in this Contract. No representation is made that the
insurance requirements of this Contract are sufficient to cover the obligations of
Contractor hereunder.
D. Contractor shall maintain the above insurance for the term of this Contract and include
the City as an additional insured and provide for 30 days cancellation notice for reasons other
than the nonpayment of premium on any Certificate of Insurance form furnished by
Contractor. Such certificate shall also specifically state the coverage provided under the
policy affording additional insured coverage as required herein is primary over any other valid
and collectible insurance and provide a waiver of subrogation where allowed by law except
for Professional Libility.
23. Records and Financial Audit
The Contractor shall maintain detailed time and expenditure records that indicate
the date; time , nature and cost of services rendered during the Contract's term and effect and
retain them for a period of three (3) years from the date of final payment under this Contract.
The records shall be subject to inspection by the City. The City shall have the right to audit
billings both before and after payment. Payment under this Contract shall not foreclose the
right of the City to recover excessive or illegal payments.
24. Indemnification
The Contractor shall defend (except against professional liability claims), indemnify
and hold harmless the City from all third party actions, proceeding , claims and ,demands
("Claims") and the.costs, damages, attorneys' fees and all other liabilities and expenses
of any kind from any source which may arise out of such Claims resulting from the
performance of this Contract, caused by the negligent act or failure to act of the
Contractor, its officers, employees, servants, subcontractors or agents, or if caused by the
actions of any client of the Contractor resulting in injury or damage to persons or property
during the time when the Contractor or any officer, agent, employee or subcontractor
thereof has or is performing services pursuant to this Contract. If any action , suit or
proceed ing related to the services performed by the Contractor or any officer, agent,
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employee, servant or subcontractor under this Contract is brought against the Contractor,
the Contractor shall, as soon as practicable but no later than two (2) days after it receives
notice thereof, notify the legal counsel of the City.
25. New Mexico Tort Claims Act
Any liability incurred by the City of Santa Fe in connection with this Contract is subject
to the immunities and limitations of the New Mexico Tort Claims Act, NMSA 1978, Section 41-
4-1, et. seq., as amended. The City and its "public employees" as defined in the New Mexico
Tort Claims Act, do not waive sovereign immunity, do not waive any defense and do not waive
any limitation of liability pursuant to law. No provision in this Contract modifies or waives any
provision of the New Mexico Tort Claims Act.
26. Invalid Term or Condition
If any term or condition of this Contract shall be held invalid or unenforceable, the
remainder of this Contract shall not be affected and shall be valid and enforceable.
27. Enforcement of Contract
A party's failure to require strict performance of any provision of this Contract shall not
waive or diminish that party's right thereafter to demand strict compliance with that or any
other provision. No waiver by a party of any of its rights under this Contract shall be effective
unless express and in writing, and no effective waiver by a party of any of its rights shall be
effective to waive any other rights.
28. Notices
Any notice required to be given to either party by this Contract shall be in writing and
shall be delivered in person, by courier service or by U.S. mail, either first class or certified,
return receipt requested, postage prepaid, as follows:
To the City:
Brett Milburn, Director of Digital Solutions, Principal
Langan Engineering, Environmental, Surveying, Landscape Architecture and Geology
D.P.C.
300 Kimball Drive, Suite 4
Parsippany, NJ 07054
To the Contractor:
Sean Moody, Capital Projects Manager
Public Works Department
City of Santa Fe
P.O. Box909
Santa Fe, NM 87504-0909
29. Authority
If Contractor is other than a natural person, the individual(s) signing this Contract on
behalf of Contractor represents and warrants that he or she has the power and authority to
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including but not limited to tort (including negligence and professional errors and omissions), strict
liability, breach of contract, or breach of warranty shall not exceed the total compensation
received by Contractor or $100,000, whichever is greater.
35. Mutual Waiver of Consequential Damages
Contractor and City waive all consequential or special damages, including, but not limited
to, loss of use, profits, revenue, business opportunity, or production, for claims, disputes, or other
matters arising out of or relating to the Contract or the services provided by Contractor, regardless
of whether such claim or dispute is based upon breach of contract, willful misconduct or negligent
act or omission of either of them or their employees, agents, subconsultants, or other legal theory,
even if the affected party has knowledge of the possibility of such damages. This mutual waiver
shall survive termination or completion of this Contract.
[SIGNATURE PAGE TO FOLLOW]
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IN WITNESS WHEREOF, the Parties have executed this Contract as of the date of the signature by the
required approval authorities below.
CITY OF SANTA FE:
MICHAEL GARCIA, MAYOR
ATTEST:
GERALYN CARDENAS, CITY CLERK
CITY ATTORNEY'S OFFICE:
Kevin L. Nault (May 28, 2026 16:57:15 MDT)
KEVIN NAULT, ASSISTANT CITY ATTORNEY
APPROVED FOR FINANCES:
REA PHILLIPS (Jun 18, 202610:50:57 MDT)
ANDREA PHILLIPS, FINANCE DIRECTOR
CONTRACTOR:
LANGAN ENGINEERING, ENVIORNMENTAL,
SURVEYING, LANDSCAPE ARCHITECTURE AND
GEOLOGY D.P.C.
otett M1lbut11
Brett Milburn (May 28, 2026 17:24:50 Eon
BRETT MILBURN, PRINCIPAL
DATE: May 28, 2026
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LAN6AN
February 17, 2026
Sean Moody, Capital Project Manager
City of Santa Fe
737 Agua Fria Street
Santa Fe, New Mexico 87501
Submittal via email: sxmoody@santafenm.gov
Re: On-Call OpenGov Asset Management & GIS Support Services
Dear Sean Moody,
Technical Excellence
Practical Experience
Client Responsiveness
ArcGIS Cloud Services
Specialty
Network Management
Specialty
Indoor GIS
Specialty
OpenGov"T
Thank you for the opportunity to provide the City of Santa Fe, New Mexico (Santa Fe or City)
with our proposal and scope of services for on-call OpenGov Enterprise Asset Management
(EAM) and Geographic Information Systems (GIS) support services. Our approach to assist the
City with its OpenGov EAM and GIS environments is described herein.
Project Understanding
To assist the City in its efforts, Langan Engineering, Environmental, Surveying, Landscape
Architecture, and Geology D.P.C. (Langan) has prepared a scope of services based on the initial
discussion with the City on August 26, 2025, and subsequent meetings. Based on these
discussions, we understand the City would like to move forward with on-call OpenGov EAM and
GIS service hours to assist with a variety of tasks. Langan leverages its strategic partnership with
OpenGov to help clients implement and sustain robust enterprise asset management solutions,
safeguarding performance through optimized workflows, data-driven insights, and long-term
operational support. By supporting OpenGov's GIS-centric environment, we pair our Esri Gold
partnership and associated specialties to safeguard the seamless operation of both systems.
Where needed, the Langan team follows Esri's recommended best practices described at the
ArcGIS Architecture Center. Langan adheres to the security requirements recommended for Esri
ArcGIS products as outlined at https://trust.arcgis.com/en/. We will collaborate with the City to
implement industry's best practices or adjust existing measures, as necessary. Along with our
asset management and GIS services, we also provide licensed survey, drone Imagery capture,
and reality scanning/capture services to further facilitate your asset management and data
needs.
3400 Walnut Street , Suite 220 Denver, CO 80205 T: 303 .262 .2000 F: 303 .262 .2001 www.langan .com
New Jersey • New York • Connecti cut• Massac hu setts • Penn sy lvania • Ohio • Illin ois • North Caro lin a • Virginia• Washington, DC
Ca li fornia • Texas• Arizona • Utah• Co lorad o • Washington• Tennessee • Fl orid a I Athen s • Ca lgary• Dubai• Lond on• Panama

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Page 2
February 17, 2026
Scope of Services
Langan services will be provided on a task order basis, as requested by the City, and include any
or the following from the tasks below.
On-Call OpenGov Enterprise Asset Management & GIS Support Services
The Langan team can provide on-site and virtual OpenGov EAM and GIS support services to
maintain the City's OpenGov EAM and Esri GIS software. Under this contract, the expected
services may include, but are not limited to, any of the following:
• Needs Assessment, Discovery, and Strategic Planning: On-site and virtual needs
assessment and discovery for the two (2) divisions, Parks and Open Space and Complete
Streets from the Public Works Department. Ongoing discovery, planning, strategic
planning and roadmap activities based on feedback and evolving goals of the City.
• Training: Development and delivery of additional job aids and remote online training for
the apps/tools/workflows configured for the City's end-users as quick reference guides.
On-site or virtual training delivery and support for managers/supervisors and trades staff
focused on apps/tools/workflows managers/supervisors. Training services can be
provided for both OpenGov EAM and GIS processes.
• Maintenance and Administration of OpenGov EAM: Development and delivery of
guidance and perform the maintenance and administration of the OpenGov EAM
software, Esri's ArcGIS platform, and related technologies and data, services, and
applications hosted within each environment.
• OpenGov Integration Support: OpenGov EAM integration support for ArcGIS Enterprise,
ArcGIS Online and associated Esri technologies and/or other enterprise business
systems.
• GIS Support for the City's existing Esri ArcGIS Enterprise and ArcGIS Online
environments:
o Project management, discovery, support, and strategic planning.
o Data collection, configuration, modeling, and maintenance.
o GIS data configuration and attributing for OpenGov EAM.
o ArcGIS Enterprise and ArcGIS Online maintenance, administration and training .
o Web/Mobile application development, maintenance, & support, such as
dashboards, Experience Builder, Instant Apps, Field Maps, and Survey123.
o IT and cloud resource support, maintenance and administration.
o GIS integration support and maintenance for other enterprise business systems.
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Page 3
February 17, 2026
• On-demand User Support: On-demand user support (response within 24 hours of
receipt of request on standard business days M-F) technology support for the OpenGov
EAM, GIS apps/tools and related technologies. Our engagement model for on-demand I
on-call services is further defined in our Professional Services Engagement Model below.
The graphic below further outlines our approach to project delivery for OpenGov, asset
management, and GIS support and sustainment services:
The graphic below further outlines our collaboration with OpenGov starting with
implementation of their EAM software by OpenGov and through on-call support services:
OpenGov EAM
System, Tool, Essential
Workflow Setup
OpenGov EAM
Domain Setup
Implementation
(Open Gov)
Facility & Asset
Inventory, Inspection , &
Assessment
OpenGov EAM-ArcGIS
System Administration &
Data Management
OpenGov EAM-ArcGIS
Consulting, Training, &
Support
Dedicated Support
Specialists
Extended OpenGov EAM & ArcGIS Services
(Langan)
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Professional Services Engagement Model
Page4
February 17, 2026
The Langan team will implement the following professional services engagement model with
the City staff to manage incoming requests:
• Designated POCs: Langan will assign one main point of contact (Melissa Kelly), as well
as a back-up (Brock Saylor) for incoming requests and projects.
• Regular, recurring meetings: Langan will provide regular (weekly or bi-weekly) recurring
meetings to discuss status on outstanding requests, focus projects, percentage complete,
and remaining budget.
• Monday to Friday, 24-hour response time: Langan will receive and respond to requests
from designated POCs Monday-Friday. Incoming requests will be acknowledged within
24 hours of receipt.
• Common tasks (1-8 hours): It is our experience that most requests can be completed
within one-to-eight hours and assumes direct engagement, as needed, with the assigned
City staff or requester.
• Focused tasks (Over 8 hours): For these requests, it is standard procedure for us to
provide a request/project review with the City POC, develop a recommended scope of
tasks & anticipated budget (time allocation), and gain the City's acceptance prior to
commencing work.
• QA/QC of work product: Langan follows a standard QA/QC protocol for work products.
• Training and support: Langan provides written and digital training (in-person and/or
virtual) for work products to be used by the City staff. This may include instructor-led
training, knowledge transfer, job aids, virtual/in-person training workshops, as well as
direct 1:1 technical support.
Estimated Fee
Our estimated fee for these on-call services is provided herein and developed based on our
previous discussions with the City. Our fees will be billed on a time and material (T&M) basis
using the billing rates provided below and will not exceed the amount of $649,125 with contract
GRT throughout the contract without prior authorization. The work will be assigned on a task
order basis throughout the next four years. Per Langan's standard practices, monthly invoices
will be sent to the City for work completed in the previous month.
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Estimated Fee for Services
On-Call OpenGov Enterprise Asset Management & GIS
Support Services
Total Estimated Hours & Estimated Fee
Contract GRT
Total Estimated Hours & Estimated Fee with Contract GRT
Page 5
February 17, 2026
2,960 $600,000
2,960 $600,000
X $49,125
2,690 $649,125
In compliance with Langan's Texas DIR Price Sheet for Services, DIR-CPO-6027, the DIR
Customer Price Per Unit is based on a blended rate using the hourly fee schedule provided below
and are effective until June 30, 2026. The rates provided in the table below will increase by 4%
each year.
Hourly Fee Schedule
li-l1un~11.i1,iE- ,,._,,,.ur~L 1"'li•illTii-00 • •- ,.. .. .~
Project Principal $290
Senior Consultant $280
Project Director $270
Project Manager $250
Lead Solutions Architect/Developer $260
Senior Solutions Architect/Developer $250
QA/QC Lead $240
Database Administrator $220
Senior Solutions Developer $200
Solutions Developer $190
Senior GIS Analyst $180
GIS Analyst $170
Senior GIS Technician $130
GIS Technician $100
Additional Langan fee items are as follows:
• Travel costs such as hotel stays, car rentals, tolls, airfare, train fare, or parking will be
expensed at cost.
• Mileage will be billed at the standard government rate for Santa Fe, New Mexico.
• Any shipping costs will be billed at cost.
• Any software or hardware purchases will be billed at cost.
• Subcontractor expenses will be marked up by 15%.
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Contracting
Page 6
February 17, 2026
Langan plans to leverage our Texas Department of Information Resources contract, #DIR-CPO-
6027, additional information can be found here: https://www.langan.com/dir-texas. We've also
attached the DIR-CPO-6027 Appendix A Standard Contract Terms and Conditions.
Key Assumptions & Exceptions
General
• Unless otherwise specified, Langan staff will perform all work remotely.
• The City staff will be available to assist, participate, and provide feedback for tasks
Langan is asked to complete.
• The City Subject Matter Experts (SMEs) will be available to address questions
encountered during the project; SME's will respond in a timely manner as to not impact
the project schedule.
Access and Licensing
• The City will have all necessary technology environments and software licensing in
place, supported, and adequate for this project, the target version, and number of
expected users.
o ArcGIS Online/Enterprise have been procured at the required licensing level for
this project.
o The version of ArcGIS desktop products to be used for all data and mapping
services provided by Langan will be ArcGIS Pro version 3.5.x or more recent.
o OpenGov EAM have been procured and implemented by OpenGov.
• The City will provide adequate and timely access to necessary enterprise systems, which
may include servers, databases, platforms, and/or applications.
Environments
• All applicable computing environments (internal-, cloud-, or hybrid-hosted) are available
and accessible to Langan.
• No modifications will be required for any environment to achieve the Scope of Services
stated herein.
• Memory in the target environment(s) is adequate for the project.
• If backups are needed for servers, databases, or other systems, the City is responsible for
taking those backups and restoring them if a contingency plan is enacted.
• Unless otherwise stated herein, all necessary system architecture is in place following
industry best practices to support the project.
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Other Technical Assumptions
Page 7
February 17, 2026
• Web client will be targeted for all browsers with versions n-1; where n is the latest
browser version at date of release. Supported browsers are Chrome, Edge, Firefox, and
Safari.
• Langan will make no functional code changes to any third-party applications integrated
or interfaced with the OpenGov platform and Esri's ArcGIS platform.
Requirements and Specifications
• Any changes to the Scope of Services must be agreed upon by both the City and Langan.
• Any changes to the Scope of Services that impact the budget, schedule, and/or staff
resources will require a signed Change Order.
• Data, datasets, requirement specifications, source files, and any other document or file
required to complete the Scope of Services will be finalized and delivered to Langan per
the agreed-upon schedule.
• Requirements will be locked after the first week of project execution. Changes to the
approved requirements after the first week of project execution may require a signed
Change Order.
Testing
• The City will be responsible for final testing and for testing approval for changes made
in each applicable environment.
• The City resources will be available to test and validate the changes in each implemented
environment per the agreed-upon schedule.
Data
• Unless otherwise specified in the Scope of Services, all data related to this project is
adequate, available, and ready for use without conversion, cleansing, or other
modification. This includes any development/test environments that may be used.
• The City will provide any required CAD DWG files for data conversion and will complete
any required DWG file updates unless otherwise specified in the Scope of Services.
• Langan performs industry standard best practice QA/QC checks on all data deliverables.
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Closing
Page8
February 17, 2026
We thank you for the opportunity to submit this proposal and we are excited to be supporting
the City with this exciting project. If this proposal is acceptable to you, please sign on the
following page and return a copy to authorize the work. If you have any questions, please do
not hesitate to call.
Sincerely,
Langan Engineering, Environmental, Surveying, Landscape
Architecture, and Geology D.P.C.
Brock Saylor
Senior Project Manager I Digital Solutions
Brett Milburn, GISP
Director of Digital Solutions/ Principal
Enclosure(s): DIR-CPO-6027 Appendix A Standard Contract Terms and Conditions
https://langan.sharepoint.com/sites/AppliedTechnologies/Shared%20Documents/Proposals/Santa%20Fe%20NM%20GIS%20AM
FM%20Services%20September%202025/Draft%20SubmittaVSanta%20Fe%20GIS%20Services%20September%202025.docx?
d=w917f0984be4d4eb3940b9d bbc6b 1948f&csf= l&we b= l&e=Rs bLN9
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Authorization
Page9
February 17, 2026
Receipt of this Proposal, which is in accordance with our attached general terms and conditions,
is hereby acknowledged and all the terms and conditions contained therein are accepted.
Client Authorization:
Sean Moody, Capital Project Manager
City of Santa Fe
737 Agua Fria Street
Santa Fe, New Mexico 87501
Submittal via email: sxmoody@santafenm.gov
Company: City of Santa Fe, New Mexico ("Client")
By/Title: Sean Moody, Capital Project Manager
(Authorized representative)
Signature: ================
Date: ===============
Langan Authorization:
Brett Milburn, GISP
Director of Digital Solutions/ Principal
bmilburn@langan.com
Signature: ================
Date: ===============
LAN6AN

2/19/26, 10:56 AM Mail - KINCADE, KATHERINE L. - Outlook
Outlook
Re: GIS Integration Contractor
From Matt Loehman < mloehman@horizonsofnewmexico.org >
Date Thu 2/19/2026 10:07 AM
To KINCADE, KATHERINE L. <klkincade@santafenm.gov>
Cc RUDLOFF, SHANE C. <scrudloff@santafenm.gov>
CAUTION: This email originated from outside of the organization. Do not click links or open attachments unless you recognize
the sender and know the content is safe.
Good morning -
Thank you very much for the opportunity, but we will decline this procurement.
Best regards,
Matt
Matt Loehman
Executive Director
Horizons of New Mexico
6121 Indian School Rd. NE, Suite 220
Albuquerque, NM 87 110
office phone: (505) 345-1540
email: mloehman@horizonsofnewmexico.org_
web: www. horizonsofnewmexico. org_
The State Use Act helps people with disabilities become gainfully employed , and it saves you valuable
time and resources otherwise used during the procurement process.
On Thu, Feb 19, 2026 at 9:49AM KINCADE, KATHERINE L. <klkincade@santafenm.gov> wrote:
Good afternoon . We are looking to hire a Geographic Information Systems (GIS) contractor to help us
integrate platforms across departments to better respond to and track constituent maintenance
https://outlook.office.com/mail/0/inbox/id/AAQkADY2Yjg0ZmQ 1LTlzNjYtNGJjNy0SODZilTkxMjdmZmQ3ZDhlOAAQAPPt0AOqp%2BJHuJF3A0oow28 ... 1/2

2/19/26, 10:56 AM Mail - KINCADE, KATHERINE L. - Outlook
requests and collect specific asset data for management decision-making. The Scope of Work would
be as follows:
To provide on-site and virtual OpenGov Enterprise Asset Management (EAM) and GIS support services
to maintain the City's OpenGov EAM and Esri GIS software. Under this contract, the expected services
may include, but are not limited to, any of the following:
Needs Assessment, Discovery, and Strategic Planning
Training
Maintenance and Administration of OpenGov EAM
OpenGov Integration Support
GIS Support for the City's existing Esri ArcGIS Enterprise and ArcGIS Online environments
On-demand User Support
Do you have a provider we should reach out to? Thank you!
1 Kat Kincade, CPO (she/her)
Contract Administrator
Parks and Open Space Division
Public Works Department
505-637-2112
Iii 505-955-2116 (not up and running yet)
o klkincade@santafenm.gov
1142 Siler Road, Building C (Antonio Roybal Bldg.)
Santa Fe, NM 87505
G!➔A~· ::c6 .-="l, ~ -
https://outlook.office.com/mail/0/inbox/id/AAQkADY2Yjg0ZmQ 1LTlzNjYtNGJjNy0SODZilTkxMjdmZmQ3ZDhlOAAQAPPt0AOqp%2BJHuJF3A0oow28... 2/2

4/8/26, 1:29 PM Mail - KINCADE, KATHERINE L. - Outlook
Outlook
RE: Langan Engineering Contract
From DUTTON-LEYDA, TRAVIS K. <tkduttonleyda@santafenm.gov>
Date Wed 4/8/2026 10:24 AM
To JORDY, CLAIRE S. <csjordy@santafenm.gov>; KINCADE, KATHERINE L. <klkincade@santafenm.gov>
Cc HARDING, MATTHEW R. <mrharding@santafenm.gov> ; Purchasing DET <purchasing_det@santafenm.gov>
Thanks for clarifying further. Here is an updated determination:
Based on the information you provided, the scope of work is classified as Professional Services for
procurement purposes. This classification is made solely to answer the classification question and does not
constitute a comprehensive review of the scope or of the procurement method's compliance with all
applicable legal or regulatory requirements. This determination may change if the scope of work is
modified from the original submission.
Procurements must comply with all applicable requirements, including but not limited to:
• The City of Santa Fe Procurement Manual
• Ci!Y. ordinances
• Central Purchasing_P-rocedures
• Applicable State Statutes
• Any requirements of the New Mexico DeP-artrnent of Workforce Solutions, if applicable
Notes and additional approvals:
• Save this email as a PDF and upload it to the corresponding Munis record(s).
• Check with WorkQuest dba Horizons of New Mexico (vendor# 8673)
(mloehman@horizonsofuewmexico.org) .if.this service appears on their approved list.
• If your request includes items that must be reviewed and preapproved by another City department or
division, send the same scope of work to the appropriate email address before selecting a vendor and
include their response in your packet/Munis.
For subject-matter review and signatures, use the following contacts:
• -Treasury (Point of Sale Systems) - questions: drsena@santafenm.gov; clromero@santafenm.gov.
Request signature from: clromero@santafenm.gov
• -IT components (everything IT)-questions: ereview@santafenm.gov. Request signature from:
edcandelaria@santafenm.gov;
Copy: zxdushdurova@santafenm.gov; lenobes@santafenm.gov; lfworstell@santafenm.gov
• -Vehicles - questions: fleet@santafenm.gov. Request signature from: dmjaramillo@santafenm.gov
• -Grants - questions: grants@santafenm.gov. Request signature from: evlujan@santafenm.gov
• Construction, Facilities, Furniture, Fixtures, Equipment, etc. - questions: frndreview@santafenm.gov.
Request signature from : jsburnett@santafenm.gov
• -Emergency Related Purchases - questions oem@santafenm.govand. Request signature from:
klmorgan@santafenm.gov
• -Asset over $5k - questions: accountSPJ!)'.able@santafenm.gov.
• Ensure that the appropriate templates and forms are used, they can be found on the intranet
httP-s://intranet.santafenm.gov/finance 1 and in OpenGov
httP-s :/IP-rocurement.oP-engov.com/governments/ 1784201 IP-rojects.
https://outlook.office.com/mail/0/id/AAQkADY2Yjg0ZmQ 1LTlzNjYtNGJjNy05ODZiLTkxMjdmZmQ3ZDhlOAAQALl9oMvXG5BKnm YP6%2BknaVE%3D... 1/1 0

4/8/26, 1:29 PM Mail - KINCADE, KATHERINE L. - Outlook
• When processing this procurement, please ensure the procurement number issued by OpenGov and
the procurement name are used in the appropriate documents and the subject of emails.
• If you are processing a procurement where the forecasted amount is~ $100,000.00, per SFCC 1987,
Section 11-13, the procurement method must be 1TB (if you choose not to use a cooperative or an
existing contract). If you feel you need to process an RFP, you must request approval of an
Authorization and Plan before you process.
• :S $60,000.00 per year, one quote is acceptable.
• From $60,000.01 to $100,000.00 per year or per contract, if you aren't using a cooperative or existing
contract, you must provide 3 quotes in your reg. It is highly recommended that you use OpenGov, or
Pavilion.
• Identify your funding source and notify Purchasing.
It's essential to determine the funding source early, as it impacts the required documentation and
contract language. For example, if federal funds are being used, specific federal provisions must be
included in both the procurement request and the resulting contract. Notifying Purchasing of the
funding source upfront ensures compliance and avoids delays.
• Follow the link below to review existing price agreements, contracts, or cooperative agreements that
might be applicable to this request. You might be able to use an existing price agreement/contract to
save time and money.
• Pavilion: Free CooP-erative Contract Search for Governments (please work with Purchasing if you
find an existing or cooperative contract that might work)
• Submit via Submit Purchase Reguests or the appropriate email address:
• Determination requests to P-urchasing_det@santafenm.gov
• All other requests to P-Urchasing@santafenm.gov
Thank you for submitting this scope of work for my review.
§ Book time to meet with me I
Regards,
Travis Dutton-Leyda, City of Santa Fe Chief Procurement Officer
200 Lincoln Avenue
Santa Fe, NM 87501
505-629-8351
tkduttonle)'.da@santafenm.gov
Vendor Registration Sites and Current Procurement OpJl.ortunities:
[ERP] htms ://ci!)'.ofsantafenm.1)'.lemortico.com/va/vendor-access
[OpenGov - eProcurement] htms:/IP-rocurement.oP-engov.comlP-ortal/santafenm
[Current] htms://www.withP-avilion.com/
Internal Link: htms://intranet.santafenm.gov/central=12urchasing division CP-d
CITY OF SANTA FE
FINANCE
"Unless someone like you cares a whole awful lot, nothing is going to get better. It's not."
- Dr. Seuss, The Lorax
https://outlook.office.com/mail/0/id/AAQkADY2Yjg0ZmQ1LTlzNjYtNGJjNy05ODZiLTkxMjdmZmQ3ZDhlOAAQALl9oMvXG5BKnmYP6%2BknaVE%3D... 2/10

MOODY, SEAN X.
From:
Sent:
To:
Cc:
Subject:
Thank you Sean,
ITT E-Review
Thursday, October 9, 2025 10:13 AM
MOODY, SEAN X.; ITT E-Review
DUSHDUROVA, ZARIFA X.; PADILLA, LEONARD P.; PACHECO, PHILLIP M.
RE: Langan proposal - ArcGIS / OpenGov / lndiGov
ITT has no objections on your procuring additional services to support your GIS program .
Thank you,
Zarifa Oushdurova
Enterprise Applications Support (EAS} Manager,
City af Santa Fe Information Technology & Telecommunications (ITT)
Mouton Hall, Midtown
Cell-505.795 .1175
zxdushdurova@santafenm.gov
CITY OF SANITA FE
INFORMATION & TECHNOLOGY
From: MOODY, SEAN X. <sxmoody@santafenm .gov>
Sent: Tuesday, October 7, 2025 3:05 PM
To: ITT E-Review <ereview@santafenm.gov>
Cc: DUSHDUROVA, ZARI FAX. <zxdushdurova@santafenm.gov>; PADILLA, LEONARD P. <lppadilla@santafenm.gov>; PACHECO, PHILLIP M .
<pmpachecol@santafenm.gov>
Subject: Langan proposal -ArcGIS / OpenGov / lndiGov
Hello,
Attached find vendor proposal and ITT intake form.
The purpose of the proposed scope is to optimize the city's ArcGIS and OpenGov Enterprise Asset Management platforms and enhance the city's GIS database to
support Public Works' transition to a computerized work order system. Additional consulting may be requested to support ITT's transition from AGOL to ArcGIS
Enterprise, and to create an API between lndiGov and Survey123.
I was not able to provide many of the technical details of the environment in which the consultant will work, or the impact of the work on ITT systems.
If it is helpful, may I ask to be included in any call with the consultant to discuss their proposed scope?
Thank you!
Sean
Sean Moody
Capital Projects Manager
Public Works Department
City of Santa Fe
505.955.6931

ITT City of Santa Fe Information Technology Services
For Questions on this form please email to ITT Review at:
ereview@santafenm.gov
City of Santa Fe ITT Software/Solution Replacement Request Form
IT Review: Pre-screening questions for Software/Solution Replacement
Request
Change Requested By:
Name:_____________________________________ Date: _________________
Division:___________________________________ Phone:_____________________
Information about the Existing System/Solution:
1. Name of the solution you are trying to replace:
(version/module) ___________________________________________________________________
2. Number of current users : ___________________________________________________________
3. Who is responsible for updating / troubleshooting the current solution?
ITT Representative (division/position/name/contact info):___________________________
Vendor (name / contact info): _____________________________________________________
City representative (name/contact info):______________________________
3rd Party Contractor (name/contact info): __________________________________________
Other: (Company/name/contact/allocated hours/mo):______________________________
4. Is the current system hosted in the cloud or locally by the City: ____________________________
Hosted on ITT servers (name and location): _______________________________________
Hosted on Cloud (provider name and link): _______________________________________________
5. What are main features you are utilizing with the current software:
________________________________________________________________________________________________
6. Describe the limitations of the current software that new proposed solution will remedy:
________________________________________________________________________________________
7. What is the extent of the data that will be transferred to the new solution from the current
solution: _________________________________________________________________
All the data will be transferred and deleted from existing accounts;
Only partial/or no data will be transferred, and the data will be backed up into local drive.
(where?)____________________________________________________________________
No data will be transferred and backed up ___________________________________________
8. Will there need to be an archival copy of the current solution maintained? No
Yes (if yes by who, and how long):__________________________________________________
Uknown (specify):__________________________________________________________________

ITT City of Santa Fe Information Technology Services
For Questions on this form please email to ITT Review at:
ereview@santafenm.gov
City of Santa Fe ITT Software/Solution Replacement Request Form
Information about the Proposed System/Solution:
9. Name of the solution/software you are interested in purchasing: _____________________
(version/module):__________________________________________________________________
10.What is the goal of the requested application? _______________________________________
11.Number of users that will be utilizing the system and will need licenses: _____________________
12.How many users will be covered by current quote?: ______________________________________
13.Single sign on is this solution capable of: ___________________________________________
Azure Entra ID SAML
Azure Entra ID OAUTH2
14.Will the new solution be hosted and where:
Other SSO: 2FA email + code
Locally (address): _____________________________________________________________
or in the Cloud (address):
15.Will the updates to the new system/solution be performed by:
City staff (Name/position/division): _______________________________________________
or the Vendor (assigned staff): ____________________________________________________________
16.What existing IT systems, if any, does this solution need to connect to?:
Email GIS portal/databases*
Network API Connect
17. Who will be responsible for installing and the new solution and transferring existing
data from the current solution?
ITT Representative (division/name/contact info):_____________________________________
Vendor (name / contact info):_______________________________________________________
City representative (name/contact info): _______________________________
3rd Party Contractor (name/contact info): ___________________________________________
Other: (Company/name/contact/allocated hours/mo):________________________________
18.What is the estimated timeframe for starting up this new solution, and transferring from
the current solution to the new solution? _____________________________________
Unknown Under 3
months
3 to 6
months 6-12 months More than 1 yrs Other:
19. How or who handles any requests for support for the requested Application?___________________________
_________________________________________________________________________________________________

ITT City of Santa Fe Information Technology Services
For Questions on this form please email to ITT Review at:
ereview@santafenm.gov
City of Santa Fe ITT Software/Solution Replacement Request Form
20. What level of support is provided by the vendor for this new system/solution, and what are the
applicable SLAs? _________________________________________________________________
No Vendor
Support
Limited to # hours: Unlimited
Business
Hours
Unlimited
24/7
Other:
20a. Please include Service Level Agreement details _________________________________________
21. Vendors contact information for technical questions regarding this new solution:
______________________________________________________________________________________________
22. Does the requested application require any browser, plugin, security setting, network
setting, hardware or setting? ____________________________________________________________
________________________________________________________________________________________
23. Is there different level of access to the requested application? If so, how is access handled?
______________________________________________________________________________________________
24. Will AI component be utilized in the application?
No_____Explanation:________________________________________________________________
Yes_____Explanation:_______________________________________________________________
25. Is there an option to utilize Enterprise AI version if available? ________________________________
26. What kind of data is collected by most customized (most security/ privacy enabled) version of this
application?______________________________________________________________________________
27. Does the quote include Enterprise version option?
28. Will AI component be reviewed rst with a test group?
Will you require ITT to set up the security and privacy settings on AI component?
No____Explanation:_________________________________________________________________
Yes___Explanation:__________________________________________________________________
29. What kind of privacy and security this solution utilizes and is this acceptable for
City ITT? ________________________________________________________________________________
30. Does this have Incident management component and how this will be managed?
No____Explanation: ____________________________________________________________________________
Yes____Explanation: ___________________________________________________________________________

ITT City of Santa Fe Information Technology Services
For Questions on this form please email to ITT Review at:
ereview@santafenm.gov
City of Santa Fe ITT Software/Solution Replacement Request Form
ITT GIS Discovery questions
31.Will you require APA/Map service? _______________________________________________________
32.Who is your City GIS Contact?: __________________________________________________________
33.List of data needed for map service: _____________________________________________________
34.Is there a data that needs to be reconciled back into City GIS databases?: ________________
___________________________________________________________________________________________
35.Will you need City GIS Team to create you eld app/ dashboards/ additional services?
__________________________________________________________________________________________
36.Will you require Esri Licenses and how many?: _____________________________________
37.Will this affect ESRI service agreement in any way?: _________________________________

ITT City of Santa Fe Information Technology Services
For Questions on this form please email to ITT Review at:
ereview@santafenm.gov
City of Santa Fe ITT Software/Solution Replacement Request Form
ITT PMO Discovery questions
38. Who will be responsible for the project created by adopting the new solution?
City Department Project Manager
Vendor Project Manager
ITT Enterprise Project Management Office Project Manager
Other
39. Are you requesting ITT Project Management Services?
ITT Project Management Services include but are not limited to:
Enterprise System Upgrade (i.e. Munis/UKG(Kronos)
New application selection, purchase, and implementation
40. Will this application need to connect to Tyler Munis via API?
Yes(requires CCB)
What's the name of the Munis module we need to connect to?
_______________________________________________________________________________________________

ITT City of Santa Fe Information Technology Services
For Questions on this form please email to ITT Review at:
ereview@santafenm.gov
City of Santa Fe ITT Software/Solution Replacement Request Form
For ITT Only (End of discovery results):
F. Will this implementation require ITT resources?
Yes (Requires Division Approval) No
G. Will this implementation and management require ITT staff hours?
Yes (Requires Division Approval)
H. Was the requested software vetted by ITT Security officer?
Yes
I. Does the requested solution have Single Sign enabled?
No
J. Are the deliverables for this solution already exist in EAS Library (or is this solution
can be substituted by existing City of Santa Fe solution?)
Yes (Requires EUS/PMO Approval) No
Request Approved?
Name/ Signature: Date:
Yes No (Requires Security Officer Approval)
Yes No

LAN6AN
October 3, 2025
Sean Moody, Capital Project Manager
City of Santa Fe
737 Agua Fria Street
Santa Fe, New Mexico 87501
Submittal via email: sxmoody@santafenm.gov
Re: On-Call OpenGov Asset Management & GIS Support Services
Dear Sean Moody,
Technical Excellence
Practical Experience
Client Responsiveness
ArcGIS Cloud Services
Specialty
Network Management
Specialty
Indoor GIS
Specialty
OpenGov"T
Thank you for the opportunity to provide the City of Santa Fe, New Mexico (Santa Fe or City)
with our proposal and scope of services for on-call OpenGov Enterprise Asset Management
(EAM) and Geographic Information Systems (GIS) support services. Our approach to assist the
City with its OpenGov EAM and GIS environments is described herein.
Project Understanding
To assist the City in its efforts, Langan Engineering and Environmental Services, LLC (Langan)
has prepared a scope of services based on the initial discussion with the City on August 26,
2025, and subsequent meetings. Based on these discussions, we understand the City would like
to move forward with on-call OpenGov EAM and GIS service hours to assist with a variety of
tasks. Langan leverages its strategic partnership with OpenGov to help clients implement and
sustain robust enterprise asset management solutions, safeguarding performance through
optimized workflows, data-driven insights, and long-term operational support. By supporting
OpenGov's GIS-centric environment, we pair our Esri Gold partnership and associated
specialties to safeguard the seamless operation of both systems. Where needed, the Langan
team follows Esri's recommended best practices described at the ArcGIS Architecture Center.
Langan adheres to the security requirements recommended for Esri ArcGIS products as outlined
at https://trust.arcgis.com/en/. We will collaborate with the City to implement industry's best
practices or adjust existing measures, as necessary. Along with our asset management and GIS
services, we also provide licensed survey, drone Imagery capture, and reality scanning/capture
services to further facilitate your asset management and data needs.
3400 Walnut Street , Suite 220 Denver, CO 80205 T: 303 .262 .2000 F: 303 .262 .2001 www.langan .com
New Jersey • New York • Connecti cut• Massac hu setts • Penn sy lvania • Ohio • Illin ois • North Caro lin a • Virgini a • Washington, DC
Ca li fornia • Texas • Arizona • Utah• Co lorad o • Washington• Tennessee • Fl orid a I Athen s • Ca lgary• Dubai• Lond on• Panama

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Scope of Services
Page 2
October 3, 2025
Langan services will be provided on a task order basis, as requested by the City, and include any
or the following from the tasks below.
On-Call OpenGov Enterprise Asset Management & GIS Support Services
The Langan team can provide on-site and virtual OpenGov EAM and GIS support services to
maintain the City's OpenGov EAM and Esri GIS software. Under this contract, the expected
services may include, but are not limited to, any of the following:
• Needs Assessment, Discovery, and Strategic Planning: On-site and virtual needs
assessment and discovery for the two (2) divisions, Parks and Open Space and Complete
Streets from the Public Works Department. Ongoing discovery, planning, strategic
planning and roadmap activities based on feedback and evolving goals of the City.
• Training: Development and delivery of additional job aids and remote online training for
the apps/tools/workflows configured for the City's end-users as quick reference guides.
On-site or virtual training delivery and support for managers/supervisors and trades staff
focused on apps/tools/workflows managers/supervisors. Training services can be
provided for both OpenGov EAM and GIS processes.
• Maintenance and Administration of OpenGov EAM: Development and delivery of
guidance and perform the maintenance and administration of the OpenGov EAM
software, Esri's ArcGIS platform, and related technologies and data, services, and
applications hosted within each environment.
• OpenGov Integration Support: OpenGov EAM integration support for ArcGIS Enterprise,
ArcGIS Online and associated Esri technologies and/or other enterprise business
systems.
• GIS Support for the City's existing Esri ArcGIS Enterprise and ArcGIS Online
environments:
o Project management, discovery, support, and strategic planning.
o Data collection, configuration, modeling, and maintenance.
o GIS data configuration and attributing for OpenGov EAM.
o ArcGIS Enterprise and ArcGIS Online maintenance, administration and training .
o Web/Mobile application development, maintenance, & support, such as
dashboards, Experience Builder, Instant Apps, Field Maps, and Survey123.
o IT and cloud resource support, maintenance and administration.
o GIS integration support and maintenance for other enterprise business systems.
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Page 3
October 3, 2025
• On-demand User Support: On-demand user support (response within 24 hours of
receipt of request on standard business days M-F) technology support for the OpenGov
EAM, GIS apps/tools and related technologies. Our engagement model for on-demand I
on-call services is further defined in our Professional Services Engagement Model below.
The graphic below further outlines our approach to project delivery for OpenGov, asset
management, and GIS support and sustainment services:
The graphic below further outlines our collaboration with OpenGov starting with
implementation of their EAM software by OpenGov and through on-call support services:
OpenGov EAM
System, Tool, Essential
Workflow Setup
OpenGov EAM
Domain Setup
Implementation
(Open Gov)
Facility & Asset
Inventory, Inspection , &
Assessment
OpenGov EAM-ArcGIS
System Administration &
Data Management
OpenGov EAM-ArcGIS
Consulting, Training, &
Support
Dedicated Support
Specialists
Extended OpenGov EAM & ArcGIS Services
(Langan)
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Professional Services Engagement Model
Page4
October 3, 2025
The Langan team will implement the following professional services engagement model with
the City staff to manage incoming requests:
• Designated POCs: Langan will assign one main point of contact (Melissa Kelly), as well
as a back-up (Brock Saylor) for incoming requests and projects.
• Regular, recurring meetings: Langan will provide regular (weekly or bi-weekly) recurring
meetings to discuss status on outstanding requests, focus projects, percentage complete,
and remaining budget.
• Monday to Friday, 24-hour response time: Langan will receive and respond to requests
from designated POCs Monday-Friday. Incoming requests will be acknowledged within
24 hours of receipt.
• Common tasks (1-8 hours): It is our experience that most requests can be completed
within one-to-eight hours and assumes direct engagement, as needed, with the assigned
City staff or requester.
• Focused tasks (Over 8 hours): For these requests, it is standard procedure for us to
provide a request/project review with the City POC, develop a recommended scope of
tasks & anticipated budget (time allocation), and gain the City's acceptance prior to
commencing work.
• QA/QC of work product: Langan follows a standard QA/QC protocol for work products.
• Training and support: Langan provides written and digital training (in-person and/or
virtual) for work products to be used by the City staff. This may include instructor-led
training, knowledge transfer, job aids, virtual/in-person training workshops, as well as
direct 1:1 technical support.
Estimated Fee
Our estimated fee for these on-call services is provided herein and developed based on our
previous discussions with the City. Our fees will be billed on a time and material (T&M) basis
using the billing rates provided below and will not exceed the amount of $600,000 throughout
the contract without prior authorization. The work will be assigned on a task order basis
throughout the next four years. Per Langan's standard practices, monthly invoices will be sent
to the City for work completed in the previous month.
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Page 5
October 3, 2025
The table below is a summary of the on-call services billing rates by staff role and will be
effective until July 2026. The rates provided in the table below will increase by 4% each year.
Hourly Fee Schedule
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....
Project Principal $290
Senior Consultant $280
Project Director $270
Project Manager $250
Lead Solutions Architect/Developer $260
Senior Solutions Architect/Developer $250
QA/QC Lead $240
Database Administrator $220
Senior Solutions Developer $200
Solutions Developer $190
Senior GIS Analyst $180
GIS Analyst $170
Senior GIS Technician $130
GIS Technician $100
Key Assumptions & Exceptions
General
• Unless otherwise specified, Langan staff will perform all work remotely.
• The City staff will be available to assist, participate, and provide feedback for tasks
Langan is asked to complete.
• The City Subject Matter Experts (SMEs) will be available to address questions
encountered during the project; SME's will respond in a timely manner as to not impact
the project schedule.
Access and Licensing
• The City will have all necessary technology environments and software licensing in
place, supported, and adequate for this project, the target version, and number of
expected users.
o ArcGIS Online/Enterprise have been procured at the required licensing level for
this project.
o The version of ArcGIS desktop products to be used for all data and mapping
services provided by Langan will be ArcGIS Pro version 3.5.x or more recent.
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Page 6
October 3, 2025
o OpenGov EAM have been procured and implemented by OpenGov.
• The City will provide adequate and timely access to necessary enterprise systems, which
may include servers, databases, platforms, and/or applications.
Environments
• All applicable computing environments (internal-, cloud-, or hybrid-hosted) are available
and accessible to Langan.
• No modifications will be required for any environment to achieve the Scope of Services
stated herein.
• Memory in the target environment(s) is adequate for the project.
• If backups are needed for servers, databases, or other systems, the City is responsible for
taking those backups and restoring them if a contingency plan is enacted.
• Unless otherwise stated herein, all necessary system architecture is in place following
industry best practices to support the project.
Other Technical Assumptions
• Web client will be targeted for all browsers with versions n-1; where n is the latest
browser version at date of release. Supported browsers are Chrome, Edge, Firefox, and
Safari.
• Langan will make no functional code changes to any third-party applications integrated
or interfaced with the OpenGov platform and Esri's ArcGIS platform.
Requirements and Specifications
• Any changes to the Scope of Services must be agreed upon by both the City and Langan.
• Any changes to the Scope of Services that impact the budget, schedule, and/or staff
resources will require a signed Change Order.
• Data, datasets, requirement specifications, source files, and any other document or file
required to complete the Scope of Services will be finalized and delivered to Langan per
the agreed-upon schedule.
• Requirements will be locked after the first week of project execution. Changes to the
approved requirements after the first week of project execution may require a signed
Change Order.
Testing
• The City will be responsible for final testing and for testing approval for changes made
in each applicable environment.
• The City resources will be available to test and validate the changes in each implemented
environment per the agreed-upon schedule.
Data
• Unless otherwise specified in the Scope of Services, all data related to this project is
adequate, available, and ready for use without conversion, cleansing, or other
modification. This includes any development/test environments that may be used.
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Page 7
October 3, 2025
• The City will provide any required CAD DWG files for data conversion and will complete
any required DWG file updates unless otherwise specified in the Scope of Services.
• Langan performs industry standard best practice QA/QC checks on all data deliverables.
Closing
We thank you for the opportunity to submit this proposal and we are excited to be supporting
the City with this exciting project. If this proposal is acceptable to you, please sign on the
following page and return a copy to authorize the work. If you have any questions, please do
not hesitate to call.
Sincerely,
Langan Engineering & Environmental Services, LLC
Brock Saylor
Senior Project Manager I Digital Solutions
Brett Milburn, GISP
Director of Digital Solutions/ Principal
Enclosure(s): General Terms and Conditions
https//langan.sharepoint.com/sites/AppliedTechnologies/Shared%20Documents/Proposals/Santa%20Fe%20NM%20GIS%20AM
FM%20Services%20September%202025/Draft%20Submittal/Santa%20Fe%20GIS%20Services%20September%202025.docx?
d=w917f0984be4d4eb3940b9db bc6b 1948f&csf= l&we b= l&e=Rs bLN9
LAN6AN

City of Santa Fa, New Mexico
On-call OpenGov Asset Management & GIS Support Services
Authorization
Page8
October 3, 2025
Receipt of this Proposal, which is in accordance with our attached General Terms and Conditions,
is hereby acknowledged and all the terms and conditions contained therein are accepted.
Client Authorization:
Sean Moody, Capital Project Manager
City of Santa Fe
737 Agua Fria Street
Santa Fe, New Mexico 87501
Submittal via email: sxmoody@santafenm.gov
Company: City of Santa Fe, New Mexico ("Client")
By/Title: Sean Moody, Capital Project Manager
(Authorized representative)
Signature: ===============
Date: ===============
Langan Authorization:
Brett Milburn, GISP
Director of Digital Solutions/ Principal
bmilburn@langan.com
Signature: ===============
Date: ===============
LAN6AN

Version: 12172024 FINAL Page 1 of 4
These Terms and Conditions shall apply to services provided by Langan Engineering, Environmental, Surveying, Landscape Architecture and Geology,
D.P.C.; or Langan Engineering and Environmental Services, LLC; or Langan CA, Inc.; or Langan CT, Inc.; or Langan MA, Inc.; or Langan MI, Inc.; or
Langan NC, Inc.; or Langan International, LLC; or Langan International UK, LTD.; or Langan Panama, S. DE R.L.; or Langan PR LLC; or Navix
Engineering, LLC; or such other Langan entity specifically identified in the Proposal (each individually, a “LANGAN ENTITY”); and together with the proposal
to which these Terms and Conditions are attached (hereinafter, the “Proposal”), shall constitute the “Agreement.” For purposes of this Agreement, the
LANGAN ENTITY identified in the Proposal shall be referred to as “LANGAN” and the entity signing the Proposal shall be referred to as “CLIENT.”
A. SCOPE OF SERVICES AND ADDITIONAL SERVICES
LANGAN will provide those services specifically identified in the Proposal (hereinafter, the “Services”). All Services, regardless of the commencement date, will be
covered by these Terms and Conditions. All services not specifically identified in the Proposal are excluded; provided, however, that if requested by the CLIENT
and agreed to by LANGAN in writing, LANGAN will perform such additional services (“Additional Services”) subject to these Terms and Conditions. Unless otherwise
agreed in writing, the CLIENT shall pay LANGAN for the performance of any Additional Services on a time-and-materials basis based upon LANGAN’s then-current
hourly rates. For avoidance of doubt, email will constitute written notice.
B. STANDARD OF CARE
LANGAN’s services will be performed in accordance with this Agreement and in a manner consistent with the generally accepted standard of care and skill ordinarily
exercised by professionals performing similar services under similar circumstances at the place and time the services are being performed (the “Standard of Care”).
LANGAN will exercise reasonable professional care in its efforts to comply with codes, regulations, laws, rules, ordinances, and such other requirements in effect
as of the date of execution of this Agreement. The CLIENT agrees that no other representation, warranty or guarantee, expressed or implied, is provided by
LANGAN or is presumed given by LANGAN under this Agreement or in any report, opinion, or any other document prepared by LANGAN or otherwise.
C. CLIENT RESPONSIBILITIES
In addition to other responsibilities described herein, the CLIENT shall: (i) provide all information and criteria as to the CLIENT’s requirements, objectives, and
expectations for the project, including all numerical criteria that are to be met and all standards of development, design, or construction and all other information
reasonably necessary for completion of the Services, prior to the commencement of the Services; (ii) provide prompt, complete disclosure of known or potential
hazardous conditions or health and safety risks; (iii) provide to LANGAN all previous studies, plans, or other documents pertaining to the project and all new data
reasonably necessary in LANGAN’s opinion for completion of the Services; (iv) review all documents or oral reports presented by LANGAN and render in writing
decisions pertaining thereto within a reasonable time so as not to delay the Services; (v) furnish approvals and permits from governmental authorities having
jurisdiction over the project and approvals and consents from other parties as may be necessary for completion of LANGAN’s Services; (vi) give prompt written
notice to LANGAN whenever the CLIENT becomes aware of any development that affects the scope and timing of LANGAN’s Services or any defect or
noncompliance in any aspect of the project; (vii) give immediate written notice to LANGAN whenever CLIENT becomes aware of a cyber-event impacting CLIENT’s
or LANGAN’s data or computer systems, including but not limited to theft, dissemination or use of confidential or personally identifiable information, or breach of
network security (including unauthorized access to, use of or tampering with computer systems or data, or introduction of any virus or malware); and (viii) bear all
costs incident to the responsibilities of the CLIENT. LANGAN will have the right to reasonable reliance upon the accuracy and completeness of all information
furnished by the CLIENT.
CLIENT acknowledges that LANGAN has expended substantial time and expense in recruiting and training its employees and that the loss of such employees
would cause significant financial harm to LANGAN. CLIENT therefore agrees that during the term of this Agreement and for one (1) year following completion of
the Services, not to, directly or indirectly, attempt to or actually solicit, recruit or hire, any LANGAN employee involved with the Services. In the event this provision
is violated, CLIENT will, on demand, pay LANGAN damages in an amount equal to the current yearly salary of the employee. CLIENT agrees that: (i) damages for
a violation of this provision are difficult to ascertain; and (ii) the amount set forth herein bears a reasonable relationship to the actual damages LANGAN would incur
and does not constitute a penalty. This provision will not apply to offers of employment resulting from general solicitations in the public domain.
D. INVOICING AND SERVICE CHARGES
LANGAN will submit monthly invoices to the CLIENT and a final bill upon completion of Services. The CLIENT shall notify LANGAN within two weeks of receipt of
invoice of any dispute with the invoice. The CLIENT and LANGAN will promptly resolve any disputed items. Payment on undisputed invoice amounts is due upon
receipt of invoice by the CLIENT and is past-due thirty (30) days from the date of the invoice. Any unpaid balances shall accrue late charges of 1.5% per month,
or the highest rate allowed by law, whichever is lower, and the CLIENT agrees to pay all fees and expenses incurred by LANGAN in any collection action.
The CLIENT shall notify LANGAN prior to executing this Agreement if federal, state, or local prevailing wage requirements apply. If prevailing wages apply, and
LANGAN was not notified by CLIENT, CLIENT agrees to pay LANGAN the prevailing wage for new invoiced amounts, as well as a retroactive payment adjustment
to bring previously paid amounts in line with prevailing wages. CLIENT also agrees to defend, indemnify, and hold harmless LANGAN from any alleged violations
for failing to pay prevailing wages, including the payment of any fines or penalties.
E. RIGHT OF ENTRY
The CLIENT shall provide for safe right of entry in order for LANGAN to perform its Services, including execution of any site access or license agreements required
for completion of the Services. LANGAN will not be required to execute any site access or license agreement(s). While LANGAN will take all reasonable precautions
to minimize any damage to the property, the CLIENT acknowledges and agrees that in the normal course of work some damage may occur, the correction of which
is not part of this Agreement unless specifically provided in the proposal.
F. JOBSITE SAFETY AND CONTROL OF WORK
LANGAN will take reasonable precautions to safeguard its own employees and those for whom LANGAN is legally responsible. Unless expressly agreed to in
writing by LANGAN under separate contract, LANGAN will have no responsibility for the safety program at the Project or the safety of any entity or person other
than LANGAN and its employees. Neither the professional activities of LANGAN nor the presence of LANGAN's employees and subcontractors at the Project site
will be construed to confer upon LANGAN any responsibility for any activities on site performed by personnel other than LANGAN's employees and subcontractors.
The CLIENT agrees that LANGAN will have no power, authority, right or obligation to supervise, direct, stop the work of or control the activities of any other
contractors or subcontractors or construction manager, their agents, servants or employees.
G. EXISTING CONDITIONS AND SUBSURFACE RISKS
Special risks occur whenever engineering or related disciplines are applied to identify subsurface conditions. Even a comprehensive sampling and testing program
implemented in accordance with a professional Standard of Care may fail to detect certain conditions. The environmental, geologic, geotechnical, geochemical,
and hydrogeologic conditions that LANGAN interprets to exist between sampling points will differ from those that actually exist. The CLIENT recognizes that actual
conditions will vary from those encountered at the locations where borings, sampling, surveys, observations or explorations are made by LANGAN or its
subcontractors and that the data, interpretation, and recommendations of LANGAN are based solely on the information available to it. Furthermore, the CLIENT
recognizes that passage of time, natural occurrences, and/or direct or indirect human intervention at or near the site may substantially alter discovered conditions.
LANGAN shall not be responsible for interpretations by others of the information it develops or provides to the CLIENT.

Version: 12172024 FINAL Page 2 of 4
LANGAN will take reasonable precautions to avoid damage or injury to subterranean structures or utilities in the performance of its services. The CLIENT
agrees to defend, indemnify, and hold LANGAN harmless for any damage to subterranean structures or utilities and for any impact this damage may cause
where the subterranean structures or utilities are not called to LANGAN’s attention or are not correctly shown on the plans furnished by CLIENT or third parties.
H. HAZARDOUS MATERIALS
Unless otherwise expressly agreed to in writing, the parties acknowledge that LANGAN’S scope of services does not include any services related to a hazardous
environmental condition (such as asbestos, PCBs, petroleum, mold, waste, radioactive materials or any other hazardous substance). The discovery of any such
condition shall be considered a changed condition and LANGAN may suspend its services until the CLIENT has resolved the condition.
I. INDEMNIFICATION
Subject to the provisions of Section J of these General Terms and Conditions, LANGAN agrees to indemnify and hold harmless the CLIENT and CLIENT’s parent
companies, subsidiaries, affiliates, partners, officers, directors, shareholders, and employees for any and all damage obligations, liabilities, judgments, and losses
for personal injury and/or property damage including reasonable attorney’s fees and other expenses and disbursements, asserted by any third parties to the extent
determined to have been caused by the negligent acts, errors or omissions or willful misconduct of LANGAN in the performance of its services under this Agreement.
LANGAN will not be responsible for any loss, damage, or liability arising from any acts by the CLIENT or any of its agents, employees, staff, or other consultants,
subconsultants, contractors or subcontractors. In no event shall the indemnification obligation extend beyond the date when the institution of legal or equitable
proceedings for professional negligence would be barred by an applicable statute of repose or statute of limitations.
To the fullest extent permitted by law, the CLIENT agrees to indemnify, defend and hold harmless LANGAN and LANGAN’s parent companies, subsidiaries,
affiliates, partners, officers, directors, shareholders, and employees for any and all, damage obligations, liabilities, judgments and losses, including reasonable
attorneys’ fees and all other expenses and disbursements, to which LANGAN may be subject, arising from or relating to (i) any unknown site condition or
subterranean structures of which LANGAN does not have actual knowledge; (ii) any errors, omissions or inconsistencies in any data documents, records or
information provided by the CLIENT on which LANGAN reasonably relied; (iii) any breach of contract, tort, error, omission, wrong, fault , or failure to comply with
law by the CLIENT or third party over whom LANGAN has no control; (iv) the transport, treatment, removal or disposal of all Samples; and (v) the CLIENT’s
unauthorized use or copyright violation of plans, reports, documents and related materials prepared by LANGAN.
In connection with any construction project, CLIENT agrees to insert the following wording into any General Contract, Construction Management Agreement, or
foundation contractor’s contract: “To the extent permitted by law, and to the extent not proven to be caused in whole or in part by an indemnitee’s own negligence,
the contractor and its subcontractors of any tier shall indemnify, defend, save and hold harmless the CLIENT and LANGAN from and against all liability, damage,
loss, claims, demands and actions of any nature whatsoever (including reasonable attorneys’ fees and litigation costs) which arise out of or are connected with or
are claimed to arise out of or claimed to be connected with the design (to the extent the design is based on calculations, plans and drawings by contractor or
anyone acting by, through or under contractor for which contractor is responsible) and performance of work by the contractor, or any act or omission of the
contractor. Without limiting the generality of the foregoing, such defense and indemnity shall include all liability, damages, loss, claims, demands and actions on
account of personal injury, death, property damage or any other economic loss to any indemnitee, any of indemnitees’ employees, agents, contractors or
subcontractors, licensees or invitees, or sustained by any other persons or entities, whether based upon, or claimed to be based upon, statutory (including, without
limiting the generality of the foregoing, workers’ compensation), contractual, tort or other liability of any indemnitee, contractor, subcontractor or any other persons.”
In connection with any damages, loss, suit, claim or proceeding arising from or otherwise related to the execution of excavation, support of excavation, foundations,
or underpinning activities, CLIENT agrees to use all reasonable efforts to seek defense and indemnification from the Contractor and Subcontractor responsible for
the work, and, to the extent the CLIENT is entitled to be or is otherwise indemnified by contractors/subcontractors, CLIENT shall not seek indemnification from
LANGAN.
Payment by CLIENT in accordance with Section D of this Agreement is a condition precedent to LANGAN’s indemnification obligations.
In the event any part of this indemnification is determined to be void as a matter of law, then the clause shall automatically be reformed to be consistent with the
law and apply the parties’ intent to the maximum extent permissible by law.
J. LIMITATION OF LIABILITY
To the fullest extent permitted by law, the total liability, in the aggregate, of LANGAN and its officers, directors, partners, employees, agents, and subconsultants,
to CLIENT, and anyone claiming by, through, or under CLIENT, and to any third parties granted reliance by LANGAN per Section O, for any claims, losses, costs,
or damages whatsoever arising out of, resulting from or in any way relating to this Project or Agreement, from any cause or causes, including but not limited to tort
(including negligence and professional errors and omissions), strict liability, breach of contract, or breach of warranty, shall not exceed an aggregate amount equal
to the total compensation received by LANGAN or $100,000, whichever is greater. The CLIENT may negotiate a higher limitation of liability for an additional fee,
which is necessary to compensate for the greater risk assumed by LANGAN.
To the extent damages are covered by property insurance, LANGAN and the CLIENT waive all rights against each other and against the contractors, consultants,
agents and employees of the other for damages, except such rights as they may have to the proceeds of such insurance. LANGAN and the CLIENT, as appropriate,
shall require of the contractors, subcontractors, consultants, subconsultants, agents and employees of any of them similar waivers in favor of the other parties
enumerated herein.
K. WAIVER OF CONSEQUENTIAL DAMAGES
LANGAN and the CLIENT waive all consequential or special damages, including, but not limited to, loss of use, profits, revenue, business opportunity, or production,
for claims, disputes, or other matters arising out of or relating to the services provided by LANGAN regardless of whether such claim or dispute is based upon
breach of contract, willful misconduct or negligent act or omission of either of them or their employees, agents, subconsultants, or other legal theory. This mutual
waiver shall survive termination or completion of this Agreement.
L. INSURANCE
LANGAN agrees to maintain workers’ compensation insurance as required by law and general liability, automobile and professional liability insurance with limits of
$1,000,000. Certificates of insurance will be issued to the CLIENT upon written request.
The CLIENT agrees that it will require the construction manager, general contractor and, the contractor(s) responsible for performing the work reflected by or
relating to LANGAN’s services on the Project, to name LANGAN as an additional insured on its Commercial General Liability and Excess/Umbrella insurance
policies inclusive of operations, completed operations, and products liability coverage provisions. Such additional insured coverage shall be provided by
endorsement CG 20 32 04 13 (for ongoing operations) and endorsement CG 20 37 04 13 (for completed operations).
To the fullest extent permitted by law, CLIENT hereby waives all rights of recovery under subrogation against LANGAN and its consultants.
M. FORCE MAJEURE
LANGAN will not be responsible or liable for any delays in performance, failure of performance or additional costs incurred by CLIENT related to any force majeure
event, including but not limited to fire, flood, explosion, the elements, or other catastrophe, unforeseen existing or subsurface conditions, acts of God, war, riot, civil

Version: 12172024 FINAL Page 3 of 4
disturbances, terrorist act, strike, lock-out, refusal of employees to work, labor disputes, inability to obtain materials or services, recognized health threats as
determined by the World Health Organization, the Center for Disease Control, or local governments or health agencies (including but not limited to health threats
of COVID-19, H1N1, or similar infectious diseases), or delays caused by the CLIENT, its agents, contractors, subcontractors, consultants, subconsultants or
employees, or any governmental regulation or agency, or for any other cause beyond the reasonable control of LANGAN.
N. OPINION OF COST
Consistent with the Standard of Care in Section B of these General Terms and Conditions, any opinions rendered by LANGAN as to costs, including, but not limited
to, opinions as to the costs of construction, remediation and materials, shall be made on the basis of its experience and shall represent its judgment as an
experienced and qualified professional familiar with the industry. LANGAN cannot and does not guarantee that proposals, bids, or actual costs will not vary from
its opinions of cost. LANGAN’s services required to bring costs within any limitation established by the CLIENT will be paid for as Additional Services.
O. PROJECT DELIVERABLES
All reports, opinions, notes, drawings, specifications, data, calculations, and other documents prepared by LANGAN and all electronic media prepared by LANGAN
are considered its project Deliverables to which LANGAN retains all rights. The CLIENT acknowledges that electronic media are susceptible to unauthorized
modification, deterioration, and incompatibility; and therefore, the CLIENT cannot rely upon the electronic media version of LANGAN’s Deliverables. All Deliverables
provided by LANGAN to the CLIENT as part of the Services are provided for the sole and exclusive use of the CLIENT with respect to the Project. Reliance upon
or reuse of the Deliverables by third parties without LANGAN’s prior written authorization is strictly prohibited; provided, however, that LANGAN, in its sole discretion,
may agree to grant reliance to a single relying party subject to (i) the payment by CLIENT of a reliance fee equal to 10 percent (10%) of the amount paid by CLIENT
for the Deliverables upon which reliance is to be granted, and (ii) acceptance by the relying party of Langan’s standard reliance letter (a copy of which will be
provided to CLIENT and relying party upon request).
If the CLIENT distributes, reuses, or modifies LANGAN’s Deliverables without the prior written authorization of LANGAN, or uses LANGAN’s Deliverables to
complete the project without LANGAN’S participation, the CLIENT agrees, to the fullest extent permitted by law, to release LANGAN, its officers, directors,
employees and subconsultants from all claims and causes of action arising from such distribution, modification or use, and shall indemnify and hold LANGAN
harmless from all costs and expenses, including the cost of defense, related to claims and causes of action arising therefrom or related thereto.
LANGAN will not sign any documents that certify the existence of conditions whose existence LANGAN cannot ascertain, or execute certificates or consents that
would require knowledge, services or responsibilities beyond the scope of this Agreement. In the event LANGAN is required to execute any certifications, it is
understood and agreed that: (i) the words “certify” or “certification” shall mean an expression of LANGAN’s professional opinion based upon available information
and consistent with the Standard of Care; and (ii) such certification does not constitute a warranty or guarantee by LANGAN.
P. CONFLICTS OF INTEREST
LANGAN provides engineering and other services on behalf of many companies and individuals; thus, during the time LANGAN is providing services to CLIENT it
may also provide engineering and other services, unrelated to the services LANGAN is providing to CLIENT, to other present or future clients of LANGAN with
interests adverse to CLIENT’S interests. CLIENT agrees that LANGAN’S services to CLIENT will not disqualify LANGAN from providing services to other clients
in matters that are unrelated to the services LANGAN is providing to CLIENT, and CLIENT hereby waives any conflict of interest with respect to those services.
LANGAN agrees not to use or disclose any proprietary or other confidential information of a nonpublic nature concerning CLIENT, which is acquired by LANGAN
as a result of its service to CLIENT, in connection with any other matter, unless required to do so by law.
Q. TERMINATION AND SUSPENSION
Except as otherwise provided in this Agreement, this Agreement may be terminated by either party upon not less than seven (7) calendar days’ written notice
should the other party fail substantially to perform in accordance with the terms and conditions of this Agreement through no fault of the party initiating the
termination. If the defaulting party fails to cure its default within the seven (7) calendar day notice period or fails to commence action to cure its default if the cure
cannot reasonably be completed within the seven (7) days, the non-defaulting party may terminate the Agreement.
Failure of the CLIENT to make payments to LANGAN in accordance with this Agreement shall be considered substantial non-performance and grounds for
termination or suspension of services at LANGAN’s option after such seven (7) day notice period or anytime thereafter. In the event of suspension for non-payment,
LANGAN shall have the right to: (i) withhold its project Deliverables; and (ii) demand advanced payment for future services. Furthermore, LANGAN will be
compensated for all services performed and reimbursable expenses incurred prior to such termination and all termination expenses.
In the event of a suspension of services or termination of the Agreement by LANGAN in accordance with this Section Q, LANGAN will have no liability for any delay
or damage of any kind actually or allegedly caused by such suspension of services or termination. CLIENT shall not withhold amounts from LANGAN’S
compensation to impose a penalty or damages on LANGAN, or to offset sums requested by or paid to contractors for the cost of changes in their work unless
LANGAN agrees or has been found liable for the amounts.
R. DISPOSAL OF SAMPLES
All samples, contaminated or otherwise (“Samples”), collected by LANGAN while performing services under this agreement remain the property and responsibility
of the CLIENT. LANGAN may dispose of Samples in its possession after ninety (90) calendar days from the date the samples are taken unless otherwise required
by law or other arrangements are mutually agreed to in writing by the parties. At all times, any and all rights, title and responsibility for Samples shall remain with
the CLIENT. Under no circumstances shall these rights, title and responsibility be transferred to LANGAN, and nothing contained in this Agreement shall be
construed as requiring LANGAN to assume the status of an owner, operator, generator, storer, transporter or person who arranges for disposal, under any federal
or state law or regulation. CLIENT shall reimburse LANGAN for the actual cost of disposal plus 15%.
S. RIGHT TO REFERENCE PROJECT
The CLIENT agrees that LANGAN has the authority to use its name as the CLIENT and a general description of the Project as a reference for other prospective
clients.
T. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon the parties hereto and their respective successors and assigns. Neither party may assign or transfer this Agreement without
the prior written consent of the other party, provided, however, that LANGAN can assign this Agreement, without consent, to a subsidiary or affiliate of LANGAN.
The parties agree that this Agreement is not intended to give any benefits, rights, actions or remedies to any person or entity not a party to this Agreement, as a
third-party beneficiary or otherwise under any theory of law.
If LANGAN is requested to execute a consent to assignment of this Agreement to a lender or other entity providing financing for the Project, LANGAN, in its sole
but reasonable discretion, may agree to execute any such document provided it does not materially alter LANGAN’s risk exposure or obligations under this
Agreement, and provided the assignee agrees to: (i) pay any amounts due and owing at the time of assignment; (ii) pay any amounts to become due subsequent
to such assignment; and (iii) be bound by the terms and conditions of this Agreement.

Version: 12172024 FINAL Page 4 of 4
U. DISPUTE RESOLUTION
LANGAN and the CLIENT agree that any disputes arising under this Agreement and the performance thereof shall be subject to non-binding mediation as a
prerequisite to further legal proceedings, which proceeding must be brought in a court of competent jurisdiction in the state in which the office of LANGAN that
issued the Proposal is located. LANGAN and CLIENT waive any right to a trial by jury.
All actions by CLIENT against LANGAN, and by LANGAN against CLIENT whether for breach of contract, tort or otherwise, shall be brought within the period
specified by applicable law, but in no event more than five (5) years following substantial completion of LANGAN’S services. CLIENT and LANGAN unconditionally
and irrevocably waive all claims and causes of action not commenced in accordance with this paragraph.
If the CLIENT asserts a claim against LANGAN relating to allegations of professional negligence in performance of LANGAN’S services under this Agreement,
LANGAN will be entitled to reimbursement of any costs incurred by LANGAN in the defense of the professional negligence claim, including any expenses incurred
as part of LANGAN’S professional liability insurance deductible, to the extent LANGAN is successful in its negligence defense.
V. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the state in which the office of LANGAN that issued the Proposal is located.
W.ENTIRE AGREEMENT
Unless a separate agreement is executed by the parties, upon receipt of direction to proceed from CLIENT and commencement of the SERVICES by LANGAN,
and regardless of whether CLIENT signs the Proposal, these General Terms and Conditions will govern LANGAN’s performance of the Services.
This Agreement (consisting of these General Terms and Conditions, the accompanying Proposal and LANGAN's Fee Schedule, if applicable) constitutes the entire
agreement between the parties, supersede any and all prior agreements or representations of the parties to this agreement and conflicting terms on documents
created by the CLIENT, and may not be modified, amended, or varied except by a document in writing signed by the parties hereto.

Department of Information Resources
Appendix A Standard
Contract Terms and Conditions Master
Cooperative Contract

Appendix A: Standard Contract Terms and Conditions Page 2
<Rev July 17, 2025>
Contents
1 CONTRACT SCOPE ....................................................................................................................................................7
2 NO QUANTITY GUARANTEES...............................................................................................................................7
3 DEFINITIONS................................................................................................................................................................7
3.1 Business Day................................................................................................................................................................... 7
3.2 Compliance Check....................................................................................................................................................... 7
3.3 Contract............................................................................................................................................................................ 7
3.4 Customer ......................................................................................................................................................................... 7
3.5 Customer Data .............................................................................................................................................................. 7
3.6 Eligible Customer ......................................................................................................................................................... 8
3.7 Designated Reseller .................................................................................................................................................... 9
3.8 DIR …………………………………………………………………………………………………………………………………...9
3.9 Effective Date ................................................................................................................................................................. 9
3.10 Invoice ............................................................................................................................................................................... 9
3.11 Purchase Agreement .................................................................................................................................................. 9
3.12 State …………………………………………………………………………………………………………………………………...9
3.13 Statement of Work (SOW) ....................................................................................................................................... 9
3.14 Successful Respondent.............................................................................................................................................. 9
3.15 Third-Party Provider.................................................................................................................................................... 9
4 GENERAL PROVISIONS......................................................................................................................................... 10
4.1 Entire Agreement.......................................................................................................................................................10
4.2 Modification of Contract Terms and Amendments ................................................................................... 10
4.3 Invalid Term or Condition ......................................................................................................................................10
4.4 Assignment ...................................................................................................................................................................11
4.5 Survival ............................................................................................................................................................................11
4.6 Choice of Law ..............................................................................................................................................................12
4.7 Compliance with Laws .............................................................................................................................................12
4.8 Limitation of Authority ............................................................................................................................................12
4.9 Independent Contractor .........................................................................................................................................12
4.10 Warranty and Return Policies ............................................................................................................................... 13
4.11 Force Majeure ..............................................................................................................................................................13
4.12 Non-Solicitation of Customer Employees ...................................................................................................... 13
4.13 General Requirements of Lease Documents ................................................................................................. 14
4.14 Submission of Written Complaints .................................................................................................................... 14
4.15 Captions .........................................................................................................................................................................14

Appendix A: Standard Contract Terms and Conditions Page 3
<Rev July 17, 2025>
5 INTELLECTUAL PROPERTY MATTERS ............................................................................................................. 14
5.1 Intellectual Property Matters Definitions ........................................................................................................ 14
5.1.1 Work Product ................................................................................................................................................14
5.1.2 Intellectual Property (IP) Rights ............................................................................................................ 15
5.1.3 Third Party IP .................................................................................................................................................16
5.1.4 Successful Respondent IP........................................................................................................................ 16
5.2 Ownership .....................................................................................................................................................................16
5.3 Further Actions............................................................................................................................................................17
5.4 Waiver of Moral Rights............................................................................................................................................17
5.5 Confidentiality .............................................................................................................................................................17
5.6 Injunctive Relief...........................................................................................................................................................18
5.7 Return of Materials Pertaining to Work Product......................................................................................... 18
5.8 Successful Respondent License to Use ............................................................................................................ 18
5.9 Third-Party Underlying and Derivative Works.............................................................................................. 18
5.10 Agreement with Third Party Providers ............................................................................................................. 19
5.11 License to Customer .................................................................................................................................................19
5.12 Successful Respondent Development Rights ............................................................................................... 19
6 DATA TERMS............................................................................................................................................................. 19
6.1 Authorized Use of Customer Data ..................................................................................................................... 19
6.2 Data Location ...............................................................................................................................................................20
6.3 Data Classification .....................................................................................................................................................20
6.4 Data Breach Notification and Response ......................................................................................................... 20
7 ACCESSIBILITY STANDARDS .............................................................................................................................. 21
7.1 General Accessibility Requirements .................................................................................................................. 21
7.2 Specific Accessibility Requirements .................................................................................................................. 21
8 CONTRACT PROMOTION ................................................................................................................................... 22
8.1 Texas State Agencies Required to Purchase Through DIR Contracts ................................................ 22
8.2 Endorsements ..............................................................................................................................................................22
8.3 Public Disclosure ........................................................................................................................................................22
8.4 Internet Access to Contract and Pricing Information................................................................................ 22
8.5 Accurate and Timely Contract Information.................................................................................................... 23
8.6 Webpage Compliance Checks ............................................................................................................................. 23
8.7 Responsibility for Webpage Content ............................................................................................................... 23
8.8 DIR and Customer Logos .......................................................................................................................................23
8.9 Successful Respondent Logo ............................................................................................................................... 24
8.10 Trade Show Participation .......................................................................................................................................24

Appendix A: Standard Contract Terms and Conditions Page 4
<Rev July 17, 2025>
9 PURCHASE AGREEMENTS, INVOICES, AND PAYMENTS....................................................................... 24
9.1 Purchase Agreements ..............................................................................................................................................24
9.2 Invoices ...........................................................................................................................................................................24
9.3 Payments .......................................................................................................................................................................25
9.4 Tax-Exempt ...................................................................................................................................................................25
9.5 Travel Expense Reimbursement .......................................................................................................................... 25
9.6 Shipping and Handling ...........................................................................................................................................25
10 CONTRACT ADMINISTRATION ......................................................................................................................... 26
10.1 Service, Sales, and Support of the Contract .................................................................................................. 26
10.2 Contract Managers....................................................................................................................................................26
10.2.1 DIR Contract Manager ..............................................................................................................................26
10.2.2 Successful Respondent Points of Contact ....................................................................................... 26
10.3 Required Meetings ....................................................................................................................................................27
10.3.1 Orientation Meeting ..................................................................................................................................27
10.3.2 End of Contract Transition Meeting ................................................................................................... 27
10.4 Required Reports .......................................................................................................................................................27
10.4.1 Reporting Responsibility .......................................................................................................................... 27
10.4.2 Detailed Monthly Vendor Sales Report ............................................................................................ 27
10.4.3 DIR Cost Avoidance Reports .................................................................................................................. 28
10.4.4 Historically Underutilized Business (HUB) Subcontract Reports ........................................... 28
10.4.5 Accurate and Timely Submission of Reports and DIR Administrative Fees ..................... 28
10.5 Records and Audit .....................................................................................................................................................29
10.5.1 Review by State Auditor ........................................................................................................................... 29
10.5.2 Review by DIR or its Designee .............................................................................................................. 29
10.5.3 Records Retention and Access .............................................................................................................. 29
10.6 Proof of Financial Stability and Notice of Financial Events .................................................................... 30
11 DISPUTE RESOLUTION.......................................................................................................................................... 30
11.1 No Waiver......................................................................................................................................................................30
11.2 Dispute Resolution Process...................................................................................................................................30
11.3 Vendor Performance Reporting Required ..................................................................................................... 31
12 TERMINATION.......................................................................................................................................................... 31
12.1 Absolute Right to Terminate ................................................................................................................................ 31
12.2 Immediate Suspension ............................................................................................................................................31
12.3 Termination for Non-Appropriation ................................................................................................................. 32
12.3.1 Termination for Non-Appropriation by Customer ...................................................................... 32
12.3.2 Termination for Non-Appropriation by DIR ................................................................................... 32

Appendix A: Standard Contract Terms and Conditions Page 5
<Rev July 17, 2025>
12.4 Termination for Convenience............................................................................................................................... 33
12.5 Termination for Cause .............................................................................................................................................33
12.5.1 Termination for Cause by DIR ............................................................................................................... 33
12.5.2 Termination for Cause by Successful Respondent ...................................................................... 33
12.5.3 Termination for Cause by Customer ..................................................................................................34
12.6 Customer Rights Under Termination of Contract.......................................................................................34
12.7 Successful Respondent Rights Under Termination of Purchase Agreement.................................34
12.8 Transition Assistance................................................................................................................................................34
13 INDEMNIFICATION AND LIABILITY................................................................................................................. 34
13.1 Indemnification ...........................................................................................................................................................34
13.2 Infringements...............................................................................................................................................................35
13.3 Property Damage .......................................................................................................................................................36
13.4 Limitation of Liability ................................................................................................................................................36
14 REQUIRED INSURANCE COVERAGE ............................................................................................................... 36
14.1 General Insurance Requirements. ...................................................................................................................... 36
14.2 Provider and Additional Insured Requirements .......................................................................................... 37
14.3 Commercial General Liability ................................................................................................................................ 37
14.4 Workers’ Compensation Insurance.................................................................................................................... 37
14.5 Business Automobile Liability Insurance......................................................................................................... 38
15 SUCCESSFUL RESPONDENT OBLIGATIONS ................................................................................................ 38
15.1 Drug Free Workplace Policy..................................................................................................................................38
15.2 Ability to Conduct Business in Texas ................................................................................................................ 38
15.3 Equal Opportunity Compliance...........................................................................................................................38
15.4 Use of Subcontractors .............................................................................................................................................39
15.5 Responsibility for Actions.......................................................................................................................................39
15.6 Taxes, Worker’s Compensation, and Unemployment Insurance ......................................................... 39
15.7 Confidentiality and the Texas Public Information Act .............................................................................. 39
15.8 No Recordings.............................................................................................................................................................39
15.9 Security of Premises, Equipment, Data and Personnel............................................................................. 39
15.10 Background and Criminal History Investigation .......................................................................................... 40
15.11 Overcharges .................................................................................................................................................................40
15.12 Use of State Property ...............................................................................................................................................40
15.13 Immigration ..................................................................................................................................................................40
15.14 Product or Services Substitutions....................................................................................................................... 41
15.15 Secure Erasure of Hard Disk Capability ........................................................................................................... 41
15.16 Successful Respondent Reporting Requirements....................................................................................... 41

Appendix A: Standard Contract Terms and Conditions Page 6
<Rev July 17, 2025>
16 REQUIRED CLAUSES AND CERTIFICATIONS............................................................................................... 41
16.1 Antitrust Affirmation.................................................................................................................................................41
16.2 Buy Texas .......................................................................................................................................................................41
16.3 Child Support Obligation Affirmation .............................................................................................................. 41
16.4 Cloud Computing Risk and Authorization Management Program (TX-RAMP)............................ 41
16.5 Computer Equipment Recycling Program ..................................................................................................... 42
16.6 Contracting Information Responsibilities ....................................................................................................... 42
16.7 COVID-19 Vaccine Passport Prohibition.........................................................................................................42
16.8 Critical Infrastructure Affirmation.......................................................................................................................42
16.9 Additional Certification Regarding Foreign Ownership...........................................................................43
16.10 Cybersecurity Training.............................................................................................................................................43
16.11 Data Management and Security Controls ...................................................................................................... 43
16.12 Dealings with Public Servants .............................................................................................................................. 43
16.13 Deceptive Trade Practices; Unfair Business Practices................................................................................ 43
16.14 Debts and Delinquencies .......................................................................................................................................44
16.15 Energy Company Boycotts ....................................................................................................................................44
16.16 Entities that Boycott Israel .....................................................................................................................................44
16.17 E-Verify Program ........................................................................................................................................................44
16.18 Excluded Parties..........................................................................................................................................................44
16.19 Executive Head of a State Agency Affirmation ............................................................................................ 44
16.20 Financial Participation Prohibited....................................................................................................................... 45
16.21 Firearm Entities and Trade Associations Discrimination .......................................................................... 45
16.22 Foreign Terrorist Organizations .......................................................................................................................... 45
16.23 Former Agency Employees....................................................................................................................................45
16.24 Human Trafficking Prohibition............................................................................................................................. 45
16.25 No Conflicts of Interest ...........................................................................................................................................45
16.26 Prior Disaster Relief Contract Violation ........................................................................................................... 45
16.27 Public Information .....................................................................................................................................................46
16.28 Suspension and Debarment .................................................................................................................................46
16.29 Additional Certifications .........................................................................................................................................46
16.30 No False Statements.................................................................................................................................................46
16.31 Updates to Certifications ........................................................................................................................................47
16.32 Customers May Require Additional Certifications...................................................................................... 47

Appendix A: Standard Contract Terms and Conditions Page 7
<Rev July 17, 2025>
1 CONTRACT SCOPE
Successful Respondent shall make the products and services specified in the Contract available for
purchase by Eligible Customers under the terms and conditions provided by the Contract.
2 NO QUANTITY GUARANTEES
The Contract is not exclusive to Successful Respondent. Eligible Customers may obtain products
and services from other sources during the term of the Contract. DIR makes no express or implied
warranties whatsoever that any particular quantity or dollar amount of products or services will be
procured through the Contract.
3 DEFINITIONS
Except as otherwise expressly provided herein, all capitalized terms used in the Contract shall have
the meanings given to them in this Section.
3.1 Business Day
Refers to days on which normal business operations are typically conducted, excluding weekends
and national holidays specified in Texas Government Code Section 662.003. If the Contract calls
for performance on a day that is not a Business Day, then performance will occur on the next
Business Day. Unless otherwise stated, a Business Day begins at 12:00 a.m. and ends at 11:59 p.m.,
Central Time.
3.2 Compliance Check
An audit or similar review of Successful Respondent’s compliance with the Contract performed by
a third-party auditor, DIR staff, or their designees.
3.3 Contract
The Master Cooperative Contract between DIR and Successful Respondent, including all
Appendices, Exhibits, and other attachments thereto. Notwithstanding the foregoing, unless
expressly provided or the context otherwise requires, references to the Contract in conjunction
with Section or Article references shall be deemed references to the body of the Contract.
3.4 Customer
An entity that purchases goods or services under the Contract.
3.5 Customer Data
Any data or information of or regarding a Customer that is provided to or obtained by Successful
Respondent in connection with the negotiation and execution of the Contract or the performance
of Successful Respondent's obligations under the Contract. For the avoidance of doubt, Customer
Data includes information about Customers provided by DIR to Successful Respondent.

Appendix A: Standard Contract Terms and Conditions Page 8
<Rev July 17, 2025>
(a) financial and accounting information (including costs, expenditures, billing collections,
revenues, and finances) of Successful Respondent or its Third-Party Providers
(b) information created by Successful Respondent to measure the productivity and efficiency
of its products and services or to improve the processes and procedures used by Successful
Respondent in the performance of its obligations under the Contract
(c) human resources and personnel information of Successful Respondent or its Third-Party
Providers
(d) information with respect to third-party contracts or licenses of Successful Respondent, its
affiliates or subcontractors and used in the performance of its obligations under the Contract.
3.6 Eligible Customer
Any entity designated by DIR or by law as eligible to purchase goods and services through DIR’s
cooperative contracts program, including any of the following entities identified in Texas
Government Code Section 2054.0525:
(a) a state agency;
(b) a local government;
(c) the legislature or a legislative agency;
(d) the supreme court, the court of criminal appeals, or a court of appeals;
(e) a public hospital owned or operated by this state or a political subdivision or municipal
corporation of this state, including a hospital district or hospital authority;
(f) an independent organization certified under Texas Utilities Code Section 39.151, for the
ERCOT power region;
(g) the Texas Permanent School Fund Corporation;
(h) an assistance organization, as defined by Texas Government Code Section 2175.001;
(i) an open-enrollment charter school, as defined by Education Code Section 5.001;
(j) a private school, as defined by Education Code Section 5.001;
(k) a private or independent institution of higher education, as defined by Education Code
Section 61.003;
(l) a public safety entity, as defined by 47 U.S.C. Section 1401;
(m) a volunteer fire department, as defined by Texas Tax Code Section 152.001; and
(n) a governmental entity of another state.
The Parties acknowledge and agree that the scope of Eligible Customers is subject to modification
by the Texas Legislature, and that the then-current statutory definition for “Eligible entity” shall
control for all purposes.

Appendix A: Standard Contract Terms and Conditions Page 9
<Rev July 17, 2025>
3.7 Designated Reseller
Refers to the company or companies designated by Successful Respondent to provide products,
services, and support resources to Customers under this Contract as referenced in Section 7 of the
Master Contract.
3.8 DIR
Refers to the Texas Department of Information Resources.
3.9 Effective Date
Refers to the date on which the last party signs the Contract.
3.10 Invoice
Refers to an instrument submitted by Successful Respondent to Customer for payment of goods
or services.
3.11 Purchase Agreement
Refers to the binding documents or set of documents used by Customer and accepted by
Successful Respondent to purchase products or services from Successful Respondent under the
Contract. A Purchase Agreement may take the form of a fiscal purchase order, Statement of Work,
service agreement, procurement card, purchase order, fiscal form, other authorized instrument, or
a combination of such documents.
3.12 State
Refers to the State of Texas.
3.13 Statement of Work (SOW)
Refers to a document entered into between Customer and Successful Respondent that states the
requirements for a Purchase Agreement, including deliverables, performance specifications, and
other requirements specific to the Successful Respondent under the Purchase Agreement that are
not specified in the Contract.
3.14 Successful Respondent
Refers to the party identified as either “Successful Respondent” or “Vendor” in Section 1.1 of the
Contract.
3.15 Third-Party Provider
Refers to an affiliate, subcontractor, vendor, reseller, order fulfiller, manufacturer, publisher,
distributor, Designated Reseller, or other person or entity designated or directed by Successful
Respondent to provide products or services to a Customer in performance of, related to, or in
support of a Purchase Agreement issued under the Contract.

Appendix A: Standard Contract Terms and Conditions Page 10
<Rev July 17, 2025>
4 GENERAL PROVISIONS
4.1 Entire Agreement
The Contract constitutes the entire agreement between DIR and Successful Respondent. No
statement, promise, condition, understanding, inducement, or representation, oral or written,
expressed or implied, which is not contained in the Contract is binding or valid.
Customers shall execute a Purchase Agreement with Successful Respondent to purchase products
or services under the Contract. The Contract and the Purchase Agreement constitute the entire
agreement between the Customer and Successful Respondent. No statement, promise, condition,
understanding, inducement, or representation, oral or written, expressed or implied, which is not
contained in the Contract or the Purchase Agreement is binding or valid.
4.2 Modification of Contract Terms and Amendments
(a) The terms and conditions of the Contract shall govern all transactions by Customers under
the Contract.
(b) Except as provided below, the parties to the Contract may only modify or amend the
Contract upon mutual written agreement signed by authorized representatives of both DIR
and Successful Respondent.
(c) Notwithstanding Section 4.2(b) above, DIR reserves the right, in its sole discretion, to
unilaterally, upon thirty (30) calendar days written notice to Successful Respondent without the
Successful Respondent’s written consent or signature, amend the Contract prior to award and
throughout the term of the Contract to incorporate any modifications necessary for DIR’s
compliance with all applicable state and federal laws, regulations, requirements, and
guidelines, or to satisfy a procedural change due to DIR system upgrades or additions.
(d) Notwithstanding Section 4.2(b) above, the parties may modify or amend Appendix B,
Historically Underutilized Business Subcontracting Plan (“HSP”), by mutual agreement through
written correspondence without an amendment to the Contract.
(e) Customers do not have authority to modify the terms of the Contract. However, the Master
Cooperative Contract authorizes Additional Agreements that do not conflict with the Contract
and that are acceptable to both Customer and Successful Respondent to be added in a
Purchase Agreement and given effect. No Additional Agreement added in a Purchase
Agreement can conflict with or diminish a term or condition of the Contract. In the event of a
conflict between a Purchase Agreement and the Contract, the Contract controls.
(f) Customer and Successful Respondent will negotiate and enter into written agreements
regarding Statements of Work, service level agreements, remedies, acceptance criteria,
information confidentiality, security requirements, limitation of liability (if any), and other terms
specific to their Purchase Agreements under the Contract.
4.3 Invalid Term or Condition
(a) To the extent any term or condition of the Contract conflicts with an applicable state or

Appendix A: Standard Contract Terms and Conditions Page 11
<Rev July 17, 2025>
United States law or regulation, that Contract term or condition is void and unenforceable. By
executing a Contract which contains the conflicting term or condition, DIR makes no
representations or warranties regarding the enforceability of the term or condition and DIR
does not waive the applicable state or United States law or regulation which conflicts with the
Contract term or condition.
(b) If a term or condition in the Contract, or the application of a term or condition to any party
or circumstance, is held invalid, unenforceable, or illegal in any respect by a final judgment or
order of the State Office of Administrative Hearings or a court of competent jurisdiction, the
remainder of the Contract and the application of the term or condition to other parties or
circumstances remains valid and in full force and effect.
4.4 Assignment
(a) DIR may assign the Contract or its rights and obligations under the Contract without prior
written approval to: 1) a successor in interest (another state agency as designated by the Texas
Legislature) or 2) as necessary to satisfy a regulatory requirement imposed upon a party by a
governing body with the appropriate authority.
(b) A Customer may assign a Purchase Agreement issued under the Contract or its rights and
obligations under the Purchase Agreement without prior written approval to: 1) a successor in
interest (another state agency as designated by the Texas Legislature) or 2) as necessary to
satisfy a regulatory requirement imposed upon a party by a governing body with the
appropriate authority.
(c) Successful Respondent shall not assign or delegate the Contract or its rights or obligations
under the Contract, including by operation of law or through a change in control, without prior
written approval from DIR. Any attempted assignment or delegation in violation of this
provision is null and void and has no effect.
(d) Successful Respondent shall not assign or delegate a Purchase Agreement or its rights or
obligations under the Purchase Agreement, including by operation of law or through a change
in control, without prior written approval from the Customer. Any attempted assignment or
delegation in violation of this provision is null and void and has no effect.
4.5 Survival
(a) All Purchase Agreements shall survive the expiration or termination of the Contract for the
term of the Purchase Agreement, unless the Customer terminates the Purchase Agreement
sooner. However, regardless of the term of the Purchase Agreement, no Purchase
Agreement shall survive the expiration or termination of the Contract for more than three
(3) years (the “Survival Term”).
(b) In all instances of expiration or termination of the Contract, Successful Respondent shall
continue to report all sales and pay the DIR Administrative Fees for the duration of the
Survival Term. For the avoidance of doubt, Successful Respondent shall report even in
months where sales are $0.
(c) Any provision of this Contract that contemplates performance or observance subsequent

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to any termination or expiration of this Agreement shall survive any termination or
expiration of this Agreement and continue in full force and effect. Additionally, all
provisions of this Agreement shall survive the expiration or termination of this Agreement
to the fullest extent necessary to give the Parties the full benefit of the bargain expressed
herein.
(d) The following provisions are among those that survive termination of the Contract or a
Purchase Agreement:
(1) Contract Section 5, and Section 10.4 of this Appendix A regarding the DIR
Administrative Fee, and any and all payment obligations for which invoices were provided
to Customer prior to the termination or expiration of the Contract;
(2) Section 4.10, Warranty and Return Policies;
(3) Section 4.12, Non-solicitation of Customer Employees;
(4) Section 5, Intellectual Property Matters;
(5) Section 6, Data Terms;
(6) Section 13, Indemnification and Liability;
(7) Section 10.4, Required Reports;
(8) Section 10.5, Records and Audit;
(9) Sections 12.6 and 12.7 regarding Rights Upon Termination;
(10) Section 14, Required Insurance Coverage; and
(11) Section 15.7, Confidentiality and the Texas Public Information Act.
4.6 Choice of Law
The Contract is governed by and construed in accordance with the laws of the State of Texas,
without regard to the conflicts of law provisions.
4.7 Compliance with Laws
Successful Respondent shall comply with all laws and regulations applicable to the Contract and to
the goods and services purchased under the Contract through a Purchase Agreement, as these
laws and regulations currently exist and may be amended throughout the term of the Contract
and any applicable Purchase Agreement.
4.8 Limitation of Authority
Successful Respondent has no authority to act for or on behalf of DIR or the State except as
expressly provided for in the Contract; no other authority, power or use is granted or implied.
Successful Respondent may not incur any debts, obligations, expenses, or liabilities of any kind on
behalf of the State or DIR.
4.9 Independent Contractor
Successful Respondent agrees and acknowledges that during the existence of the Contract and

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any resulting Purchase Agreements, it is furnishing services in the capacity of an independent
contractor and that Successful Respondent and its personnel are not employees of the Customer,
DIR, or the State of Texas.
4.10 Warranty and Return Policies
Customers may provide written notice to Successful Respondent of errors, inaccuracies, or other
deficiencies in products or services provided by Successful Respondent under a Purchase
Agreement within thirty (30) calendar days of receipt of an Invoice for the products or services.
Successful Respondent shall correct the error, inaccuracy, or other deficiency at no additional cost
to Customer.
In addition to the minimum warranty provided above, Successful Respondent shall adhere to
Successful Respondent’s then-currently published policies concerning warranties and returns.
Warranty and return policies offered to Customers shall not be more restrictive or more costly
than warranty and return policies for other similarly situated customers for similar products and
services.
4.11 Force Majeure
DIR, Customer, or Successful Respondent may be excused from performance under the Contract
or a Purchase Agreement for any period when performance is prevented as the result of an act of
God, strike, war, civil disturbance, epidemic, court order, or other causes that are beyond the
reasonable control of either party and that by exercise of due foresight such party could not
reasonably have been expected to avoid, and which, by the exercise of all reasonable due
diligence, such party is unable to overcome (each such event, an “Event of Force Majeure”), on the
condition that the party experiencing an Event of Force Majeure has prudently and promptly acted
to take all steps that are within the party’s control to ensure performance and to shorten the
duration or impact of the Event of Force Majeure. The party suffering an Event of Force Majeure
shall provide notice of the Event to the other parties when commercially reasonable. Subject to
this Section, non-performance due to an Event of Force Majeure shall not be deemed a default or
a ground for termination. However, a Customer may terminate a Purchase Agreement if Customer
determines that Successful Respondent will not be able to deliver services in a timely manner to
meet the business needs of the Customer. Upon request by DIR or Customer, Successful
Respondent shall provide copies of its most recent business continuity and disaster recovery plans.
4.12 Non-Solicitation of Customer Employees
Successful Respondent shall not solicit, directly or indirectly, any DIR employee who is associated
with the Contract during the Contract term or for a period of ninety (90) calendar days following
the expiration or termination of the Contract. Further, Successful Respondent shall not solicit,
directly or indirectly, any Customer employee who is associated with a Purchase Agreement
during the Purchase Agreement term or for a period of ninety (90) calendar days following the
expiration or termination of the Purchase Agreement. For the avoidance of doubt, the publication
of a generally available advertisement or solicitation and the consideration and hiring of a person
responding to such a solicitation is not a breach of this Section, unless the advertisement or
solicitation is undertaken as a means to circumvent this Section. This provision shall not operate or

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be construed to prevent or limit any employee's right to practice his or her profession or to utilize
his or her skills for another employer or to restrict any employee's freedom of movement or
association.
4.13 General Requirements of Lease Documents
The following general terms apply to all lease-type documents and agreements entered into in
connection with the Contract or a Purchase Agreement.
(a) All leases and lease-related documents are Additional Agreements as defined in the
Contract.
(b) Leases shall not automatically renew at the end of the term.
(c) Any fees beyond those set forth in Appendix C, Pricing Index, must be explicitly identified
in the lease documents. This includes but is not limited to early termination fees, shipping
fees, return fees, and any other charge or fee related to the lease.
(d) Remedies for breach of the lease must include all remedies available in the Contract.
Successful Respondent may not disclaim damages or establish exclusive remedies in the
lease documents.
(e) Customers shall not be required to obtain consent before relocating a piece of leased
equipment, but the Successful Respondent may require a reasonable form of notice of the
relocation.
(f) Customers shall not indemnify Successful Respondent.
4.14 Submission of Written Complaints
A person may submit a written complaint to DIR using the form provided on DIR’s webpage at the
following address: https://dir.texas.gov/form/complaints.
4.15 Captions
The captions contained in the Contract, Appendices, and Exhibits are intended for convenience
and reference purposes only and shall in no way be deemed to define or limit any provision.
5 INTELLECTUAL PROPERTY MATTERS
5.1 Intellectual Property Matters Definitions
5.1.1 Work Product
Means all deliverables produced by Successful Respondent for Customer under a Statement of
Work issued pursuant to the Contract, including all tangible or intangible items or things that have
been or will be prepared, created, developed, produced, invented or conceived at any time after
the Effective Date in connection with, or as a result of, the services provided under the Contract,
including but not limited to any:
(a) works of authorship (such as manuals, instructions, printed material, graphics, artwork,
images, illustrations, photographs, computer programs, computer software, scripts,

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configurations, object code, source code or other programming code, HTML code, flow charts,
notes, outlines, lists, compilations, manuscripts, writings, pictorial materials, schematics,
formulae, processes, algorithms, data, information, multimedia files, text web pages or
websites, other written or machine readable expression of works fixed in any tangible media,
and all other copyrightable works);
(b) trademarks, service marks, trade dress, trade names, logos, or other indicia of source or
origin;
(c) ideas, designs, concepts, personality rights, methodologies, processes, techniques,
apparatuses, inventions, formulas, approaches, specifications, systems, discoveries, or
improvements, including any patents, trade secrets and know-how;
(d) domain names;
(e) any copies, and similar or derivative works to any of the foregoing, all documentation and
materials related to any of the foregoing;
(f) all other goods, services, or deliverables to be provided to Customer under the Contract or
a Statement of Work; and
(g) all Intellectual Property Rights in any of the foregoing, and which are or were created,
prepared, developed, invented, or conceived for the use or benefit of Customer in connection
with the Contract or a Statement of Work, or with funds appropriated by or for Customer or
Customer’s benefit:
(1) by any Successful Respondent personnel or Customer personnel; or
(2) any Customer personnel who then became personnel to Successful Respondent or
any of its affiliates or subcontractors, where, although creation or reduction-to-practice is
completed while the person is affiliated with Successful Respondent or its personnel, any
portion of which was created, invented or conceived by that person while affiliated with
Customer.
5.1.2 Intellectual Property (IP) Rights
Means the worldwide legal rights or interests, including but not limited to all United States and
foreign patents, copyrights, trademarks, service marks, trade secrets, moral rights, author’s rights,
reversionary rights, and any and all other intellectual property or similar rights, evidenced by or
embodied in:
(a) any idea, design, concept, personality right, method, process, technique, apparatus,
invention, discovery, or improvement, including any patents, trade secrets, and know-how;
(b) any work of authorship, including any copyrights, moral rights, or neighboring rights;
(c) any trademark, service mark, trade dress, trade name, or other indicia of source or origin;
(d) domain name registrations; and
(e) any other proprietary or similar rights.

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The Intellectual Property Rights of a party include all worldwide legal rights or interests that the
party may have acquired by assignment or license with the right to grant sublicenses.
5.1.3 Third Party IP
Means the Intellectual Property Rights of any third party that is not a party to the Contract or a
Purchase Agreement issued under the Contract, and that is not directly or indirectly providing any
goods or services to Customer under the Contract or a Purchase Agreement issued under the
Contract.
5.1.4 Successful Respondent IP
Shall mean all tangible or intangible items or things, including the Intellectual Property Rights
therein, created or developed by Successful Respondent:
(a) prior to providing any services or Work Product to Customer and prior to receiving any
documents, materials, information, or funding from or on behalf of Customer relating to the
services or Work Product; or
(b) after the Effective Date if tangible or intangible items or things were independently
developed by Successful Respondent outside Successful Respondent’s provision of services or
Work Product for Customer hereunder and were not created, prepared, developed, invented
or conceived by any Customer personnel who then became personnel to Successful
Respondent or any of its affiliates or subcontractors, where, although creation or reduction-to-
practice is completed while the person is affiliated with Successful Respondent or its
personnel, any portion of which was created, invented or conceived by the person while
affiliated with Customer.
5.2 Ownership
As between Successful Respondent and Customer, the Work Product and any associated
Intellectual Property Rights are and shall be owned exclusively by Customer, and not Successful
Respondent. Successful Respondent specifically agrees that the Work Product shall be considered
“works made for hire” and that the Work Product shall, upon creation, be owned exclusively by
Customer. To the extent that the Work Product, under applicable law, may not be considered
works made for hire, Successful Respondent agrees that the Contract effectively transfers, grants,
conveys, assigns, and relinquishes exclusively to Customer all right, title, and interest in and to all
ownership rights in the Work Product, and all Intellectual Property Rights in the Work Product,
without the necessity of any further consideration, and Customer shall be entitled to obtain and
hold in its own name all Intellectual Property Rights in and to the Work Product. Successful
Respondent acknowledges that Successful Respondent and Customer do not intend Successful
Respondent to be a joint author of the Work Product within the meaning of the Copyright Act of
1976. Customer shall have access, during normal business hours (Monday through Friday, 8:00
a.m. to 5:00 p.m.) and upon reasonable prior notice to Successful Respondent, to all Successful
Respondent materials, premises, and computer files containing the Work Product. Successful
Respondent and Customer, as appropriate, will cooperate with one another and execute other
documents as may be reasonably appropriate to achieve the objectives herein. No license or other
right is granted hereunder to any Third Party IP, except as may be incorporated in the Work

Appendix A: Standard Contract Terms and Conditions Page 17
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Product by Successful Respondent. Successful Respondent will not make or retain any copies of
the Work Product or any documentation or other products and results of the services without the
prior written consent of Customer.
5.3 Further Actions
Successful Respondent, upon request and without further consideration, shall perform any acts
that may be deemed reasonably necessary or desirable by Customer to evidence more fully the
transfer of ownership or registration of all Intellectual Property Rights in all Work Product to
Customer to the fullest extent possible, including but not limited to the execution,
acknowledgement and delivery of further documents in a form determined by Customer. In the
event Customer shall be unable to obtain Successful Respondent’s signature due to the
dissolution of Successful Respondent or Successful Respondent’s unreasonable failure to respond
to Customer’s repeated requests for signature on any document reasonably necessary for any
purpose set forth in the foregoing sentence, Successful Respondent irrevocably designates and
appoints Customer and its duly authorized officers and agents as Successful Respondent’s agent
and Successful Respondent’s attorney-in-fact to act for and in Successful Respondent’s behalf and
stead to execute and file any document and to do all other lawfully permitted acts to further any
purpose with the same effect as if executed and delivered by Successful Respondent, provided
however that no grant of right to Customer is applicable if Successful Respondent fails to execute
any document due to a good faith dispute by Successful Respondent with respect to the
document. It is understood that this power is coupled with an interest and is therefore irrevocable.
Customer shall have the full and sole power to prosecute applications and to take all other action
concerning the Work Product, and Successful Respondent shall cooperate in the preparation and
prosecution of all applications and in any legal actions and proceedings concerning the Work
Product.
5.4 Waiver of Moral Rights
Successful Respondent irrevocably and forever waives, and agrees never to assert, any Moral
Rights in or to the Work Product which Successful Respondent may now have or which may
accrue to Successful Respondent’s benefit under U.S. or foreign copyright or other laws and any
and all other residual rights and benefits which arise under any other applicable law now in force
or hereafter enacted. Successful Respondent acknowledges the receipt of equitable compensation
for its assignment and waiver of Moral Rights. The term “Moral Rights” refers to any and all rights
of paternity or integrity of the Work Product and the right to object to any modification,
translation or use of the Work Product, and any similar rights existing under the judicial or
statutory law of any country in the world or under any treaty, regardless of whether or not the
right is denominated or referred to as a moral right.
5.5 Confidentiality
All documents, information and materials forwarded to Successful Respondent by Customer for
use in and preparation of the Work Product shall be deemed the confidential information of
Customer, and subject to the license granted by Customer to Successful Respondent under
Section 5.8 Successful Respondent License to Use. Hereunder, Successful Respondent shall not
use, disclose, or permit any person to use or obtain the Work Product, or any portion thereof, in

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any manner without the prior written approval of Customer.
5.6 Injunctive Relief
The Contract is intended to protect Customer’s proprietary rights pertaining to the Work Product,
and the Intellectual Property Rights therein, and any misuse of those rights would cause
substantial and irreparable harm to Customer’s business. Therefore, Successful Respondent
acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any
material breach of the intellectual property, use, and confidentiality provisions of the Contract,
upon a request by Customer, without requiring proof of irreparable injury as injury should be
presumed.
5.7 Return of Materials Pertaining to Work Product
Upon the request of Customer, but in any event upon expiration or termination of the Contract, or
a Statement of Work, Successful Respondent shall surrender to Customer (1) all documents and
things pertaining to the Work Product, including but not limited to drafts, memoranda, notes,
records, drawings, manuals, computer software, reports, data; and (2) all other documents or
materials (generated or developed by Successful Respondent or furnished by Customer to
Successful Respondent, including all materials embodying the Work Product, any Customer
confidential information, or Intellectual Property Rights in that Work Product, regardless of
whether complete or incomplete. This Section is intended to apply to all Work Product as well as
to all documents and things furnished to Successful Respondent by Customer or by anyone else
that pertain to the Work Product, including originals and copies.
5.8 Successful Respondent License to Use
Customer grants to Successful Respondent a non-transferable, non-exclusive, royalty-free, fully
paid-up license to use any Work Product solely as necessary to provide the services to Customer.
Except as provided in this Section, neither Successful Respondent nor any Third-Party Provider
shall have the right to use the Work Product in connection with the provision of services to its
other customers without the prior written consent of Customer, which consent may be withheld in
Customer’s sole discretion.
5.9 Third-Party Underlying and Derivative Works
(a) To the extent that any Successful Respondent IP or Third Party IP are embodied or
reflected in the Work Product, or are necessary to provide the services, Successful
Respondent grants to the Customer, or shall obtain from the applicable third party for
Customer’s benefit, the irrevocable, perpetual, non-exclusive, worldwide, royalty-free right
and license, for Customer’s internal business purposes only, to
(1) use, execute, reproduce, display, perform, distribute copies of, and prepare
derivative works based upon Successful Respondent IP or Third-Party IP and any
derivative works thereof embodied in or delivered to Customer in conjunction with the
Work Product, and
(2) authorize others to do any or all of the foregoing. Successful Respondent agrees to
notify Customer on delivery of the Work Product or services if the materials include any

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Third-Party IP.
(b) On request, Successful Respondent shall provide Customer with documentation
indicating a third party’s written approval for Successful Respondent to use any Third-Party
IP that may be embodied or reflected in the Work Product.
5.10 Agreement with Third Party Providers
Successful Respondent agrees that it shall have written agreement(s) that are consistent with the
provisions hereof related to Work Product and Intellectual Property Rights with any Third Party
Providers, prior to their providing services or Work Product pursuant to the Contract, and that
Successful Respondent shall maintain the written agreements at all times during performance of
the Contract, which are sufficient to support all performance and grants of rights by Successful
Respondent. Successful Respondent will promptly give copies of the agreements to the Customer
upon request.
5.11 License to Customer
Successful Respondent grants to Customer, at no additional charge, a worldwide, non-exclusive,
perpetual, irrevocable, royalty free right and license, solely for the Customer’s internal business
purposes, to use, reproduce, modify, display, perform (by any means), transmit, distribute, store,
prepare derivative works of, and otherwise exploit any Successful Respondent IP embodied in or
delivered to Customer in conjunction with the Work Product. The foregoing license includes the
right to sublicense third parties, solely for the purpose of engaging third parties to assist or
carryout Customer’s internal business use of the Work Product. Except for the preceding license,
all rights in Successful Respondent IP remain in Successful Respondent.
5.12 Successful Respondent Development Rights
To the extent not inconsistent with Customer’s rights in the Work Product or as set forth herein,
nothing in the Contract shall preclude Successful Respondent from developing for itself, or for
others, materials which are competitive with those produced as a result of the services provided
hereunder, on the condition that no Work Product is utilized, and no Intellectual Property Rights
of Customer therein are infringed by the competitive materials. To the extent that Successful
Respondent wishes to use the Work Product or acquire licensed rights in certain Intellectual
Property Rights of Customer therein in order to offer competitive goods or services to third
parties, Successful Respondent and Customer agree to negotiate in good faith regarding an
appropriate license and royalty agreement to allow for the desired use.
6 DATA TERMS
6.1 Authorized Use of Customer Data
Successful Respondent and its Third-Party Providers shall not use Customer Data for any purpose
other than the fulfillment of this Contract. Successful Respondent shall not use Customer Data in
any manner for purposes of training artificial intelligence technologies unless Successful
Respondent obtains Customer’s prior written consent. Successful Respondent shall not sell, assign,
lease, or encumber Customer Data.

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6.2 Data Location
Regardless of any other provision of the Contract or its incorporated or referenced documents, all
Customer Data for Customers located in the State of Texas must remain and be located, handled,
stored, processed, accessed, viewed, transmitted, and received, always and exclusively within the
United States, unless the Customer provides specific written authorization for Customer Data to be
located elsewhere. All Customers located outside the State of Texas may allow data location and
handling outside of the United States at the Customer’s discretion. NOTE: CUSTOMERS SHOULD
CONSIDER WHETHER THEY REQUIRE U.S.-ONLY DATA LOCATION AND HANDLING AND MAKE
SUCCESSFUL RESPONDENT AWARE OF THEIR REQUIREMENTS.
6.3 Data Classification
Upon request of a Customer that is a Texas state agency, Successful Respondent shall coordinate
with Customer to implement a data classification scheme, as required under Texas Government
Code Section 2054.161, for any data used in or produced from the products and services.
6.4 Data Breach Notification and Response
In the event that Successful Respondent discovers, is notified of, or knows of any actual,
suspected, or threatened data breach that compromises or could reasonably be expected to
compromise Customer Data through unauthorized use, disclosure, or acquisition, Successful
Respondent shall promptly, but no later than eight (8) hours after such discovery, provide notice
of such breach to the affected Customer and, if the affected Customer is located in Texas, to DIR.
After such notification, Successful Respondent shall:
(a) investigate to determine the nature, cause, and extent of the breach;
(b) take any action necessary to contain the incident and remediate, as soon as practicable
and to the extent practicable, any harmful effect of the breach known to Successful
Respondent;
(c) provide Customer and DIR with regular updates on the status of the breach; and
(d) cooperate with Customer in providing any required notices regarding the breach.

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7 ACCESSIBILITY STANDARDS
7.1 General Accessibility Requirements
(a) Under Texas Government Code Chapter 2054, Subchapter M, and DIR implementing rules,
DIR and certain Customers must procure electronic and information resources that comply
with the accessibility standards defined in Texas Administrative Code Title 1 Chapter 206 and
Chapter 213, and in the Worldwide Web Consortium WCAG 2.1 AA technical standard as
applicable when products or services are available in the commercial marketplace or when
products are developed in response to procurement solicitations. All associated
documentation must also be in an accessible format. Examples of accessible format include:
properly formatted PDFs created by exporting documents instead of creating a jpeg file; alt
text for images; keyboard-only navigation; color contrast; compatible with zoom
magnification; graphics include labels and do not rely solely on color.
(b) The Parties acknowledge and agree that accessibility requirements are subject to
modification by relevant legislative bodies, and that the then-current accessibility
requirements shall control for all purposes.
(c) Successful Respondent shall work with Customer to ensure that the products and services
provided pursuant to the Contract and any associated Purchase Agreement comply with the
Customer’s accessibility requirements.
7.2 Specific Accessibility Requirements
(a) Successful Respondent shall cooperate with Customers, including by providing the
information and documents identified below, to ensure that Customers are able to comply
with all applicable accessibility laws and standards in purchasing products and services
under this Contract.
(b) Upon Customer request, Successful Respondent must provide accurate Accessibility
Conformance Reports (ACRs) created using the applicable sections of the Voluntary
Product Accessibility Template® (VPAT®) WCAG Edition (Version 2.4 or higher) or URL
links to specific ACRs located on manufacturer webpages (where available) for Commercial
Off the Shelf (COTS) products, including Software as a Service (SaaS), for each product,
product family, or service (as applicable) requested by such Customer. Instructions on how
to complete this document are included in the template itself. Successful Respondent may
provide ACRs based on earlier versions of the VPAT® template if completed ACRs already
exist, and there have been no changes to the product or service since the time of the
original document completion. If Successful Respondent claims that a proposed product,
family of products, or service is exempt from accessibility requirements, it must specify the
exempt product or family of products and the basis for the exemption in “Notes” located
in the product information section of the VPAT 2.4 or higher.
(c) Upon Customer request, Successful Respondent must provide a completed, current, and
accurate Vendor Accessibility Development Services Information Request (VADSIR) form
for non-COTS offerings (such as IT related development services and services that include
user accessed, online components) which documents Successful Respondent’s capability

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or ability to produce accessible electronic and information resources.
(d) For non-COTS offerings, Successful Respondent must ensure that the accessibility
standards defined in Texas Administrative Code Title 1 Chapter 206 and Chapter 213, and
other applicable standards, are integrated into key phases of the project development
lifecycle including but not limited to planning, design, development, quality assurance
testing, functional testing, user acceptance testing, maintenance; and report accessibility
status at key project checkpoints as defined by Customers.
(e) Upon Customer request, Successful Respondent must provide a completed, current,
accurate, Policy Driven Adoption for Accessibility (PDAA) Vendor Self-Assessment.
(f) Upon Customer request, Successful Respondent must provide additional documentation
that supports the information contained in the aforementioned completed forms.
Examples may include but are not limited to executed accessibility test plans and results,
corrective actions plans, description of accessibility test tools, platforms, methods, and
prior work.
8 CONTRACT PROMOTION
8.1 Texas State Agencies Required to Purchase Through DIR Contracts
Texas Government Code Section 2157.068 requires Texas state agencies to buy commodity items
using contracts developed by DIR unless the agency obtains an exemption from DIR.
Successful Respondent shall direct all Texas state agencies to coordinate all sales through existing
DIR contracts unless Customer demonstrates that it has obtained a written exemption from DIR.
Institutions of higher education are exempt from this Section.
8.2 Endorsements
DIR does not endorse vendors, products, or services. The existence of this Contract does not
indicate in any way that DIR endorses, approves, or otherwise recommends Successful Respondent
or its offerings.
8.3 Public Disclosure
Successful Respondent shall not make public disclosures or news releases about the Contract
without prior written approval of DIR.
8.4 Internet Access to Contract and Pricing Information
No later than thirty (30) calendar days after the Effective Date, Successful Respondent shall
establish and maintain a webpage specific to the services awarded under the Contract that is
clearly distinguishable from other, non-DIR Contract offerings on Successful Respondent’s
webpage. Successful Respondent must use a web hosting service that provides a dedicated
internet protocol address. Successful Respondent must ensure their webpage is secured using
modern encryption standards, including maintaining a valid and up-to-date security certificate,
requiring all users to access the site via Hypertext Transfer Protocol Security (HTTPS), and
configuring the hosting environment to enforce secure protocols.

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Successful Respondent shall provide DIR with timely written notice of any change in URL or other
information needed to access the site or maintain the link.
The Contract constitutes a public document under Texas law and Successful Respondent shall not
restrict access to Contract terms and conditions, including pricing, by any means including but not
limited to use of restrictive technology or passwords. DIR may terminate the Contract without
penalty if Successful Respondent does not meet the webpage requirements.
The webpage must include:
(a) a detailed list of products or services awarded;
(b) the current MSRP or list price and the applicable discount percentage for all products or
services awarded, or a mechanism to obtain pricing, as applicable;
(c) Successful Respondent contact information, including name, telephone number and email
address;
(d) instructions for obtaining quotes and entering into Purchase Agreements;
(e) the Contract number with a hyperlink to the Contract’s DIR webpage;
(f) the DIR logo in accordance with the requirements of Section 8.8; and
(g) any additional information that the Master Cooperative Contract identifies as required to
be included on the webpage.
8.5 Accurate and Timely Contract Information
Successful Respondent agrees to accurately and completely post, maintain, and display the
webpage information above in an objective and timely manner. Successful Respondent shall, at its
own expense, correct any non-conforming or inaccurate information posted at Successful
Respondent’s webpage within ten (10) Business Days after written notification by DIR.
8.6 Webpage Compliance Checks
DIR may conduct periodic Compliance Checks of the information posted for the Contract on
Successful Respondent’s webpage. Upon request by DIR, Successful Respondent shall provide
verifiable documentation that pricing listed on this webpage is compliant with the pricing as
stated in the Contract.
8.7 Responsibility for Webpage Content
Successful Respondent is solely responsible for administration, content, intellectual property
rights, and all materials on Successful Respondent’s webpage. DIR may require a change of
Contract-related content if, in the opinion of DIR, it does not adequately represent the Contract.
8.8 DIR and Customer Logos
Successful Respondent may use a Customer's logo only upon prior written approval from that
Customer.
Successful Respondent may use the DIR logo in the promotion of the Contract to Customers with

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the following stipulations:
(a) the logo may not be modified in any way;
(b) the size of the DIR logo must be equal to or smaller than Successful Respondent’s logo;
and
(c) the DIR logo is only used to communicate the availability of services under the Contract to
Customers.
Any other use of the DIR logo requires prior written permission from DIR.
8.9 Successful Respondent Logo
If DIR receives Successful Respondent’s prior written approval, DIR may use Successful
Respondent’s name and logo in the promotion of the Contract to communicate the availability of
services under the Contract to Customers. DIR may use the logo on the DIR webpage or on
printed materials. Any use of Successful Respondent’s logo by DIR must comply with and be solely
related to the purposes of the Contract and any usage guidelines communicated to DIR from time
to time. Nothing contained in the Contract gives DIR any right, title, or interest in or to Successful
Respondent’s trademarks or the goodwill associated therewith, except for the limited usage rights
expressly provided by Successful Respondent.
8.10 Trade Show Participation
DIR may require Successful Respondent to participate in no more than two (2) DIR-sponsored
trade shows each calendar year. Successful Respondent understands and agrees that participation
is at Successful Respondent’s expense and includes providing a staffed booth display or similar
presence. DIR will provide a minimum of four (4) months advance notice of any required
participation. Successful Respondent must display the DIR logo at all DIR-sponsored trade shows.
DIR reserves the right to approve or disapprove of the location or the use of the DIR logo in or on
Successful Respondent’s booth.
9 PURCHASE AGREEMENTS, INVOICES, AND PAYMENTS
9.1 Purchase Agreements
Customers must place Purchase Agreements directly with Successful Respondent. Purchase
Agreements become effective and binding upon Successful Respondent when accepted by
Successful Respondent.
9.2 Invoices
(a) Successful Respondent shall submit Invoices directly to Customer. Customer shall make all
payments for services purchased under the Contract and provide any acceptance of those
services to Successful Respondent.
(b) Invoices must be timely and accurate. Each Invoice must match Customer’s Purchase
Agreement and include any written changes that may apply, as it relates to services, prices,
and quantities. Invoices must include the Customer’s Purchase Agreement number or other

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pertinent information for verification of receipt of the products and services by the Customer.
(c) Successful Respondent shall not list the DIR Administrative Fee as a separate line item
when it provides pricing or Invoices to Customer.
9.3 Payments
Successful Respondent and Customers shall comply with Texas Government Code Chapter 2251,
commonly known as the Texas Prompt Payment Act, as applicable. For Customers that are not
subject to Texas Government Code Chapter 2251, Customer and Successful Respondent must
agree to acceptable payment terms in the Purchase Agreement. Payment under the Contract does
not foreclose the right to recover wrongful payments at a later time.
9.4 Tax-Exempt
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.
9.5 Travel Expense Reimbursement
Pricing for services provided under the Contract exclude any travel expenses that may be incurred
in the performance of those services. Travel expense reimbursement may be separately available,
and includes personal vehicle mileage or commercial coach transportation, hotel
accommodations, parking, and meals. Reimbursement amounts must not exceed the amounts
authorized for state employees as adopted by each Customer; and all reimbursement rates must
not exceed the maximum rates established for state employees under the current State Travel
Management Program (https://comptroller.texas.gov/purchasing/programs/travel-management/).
Successful Respondent must not include travel time as part of the amounts payable by Customer
for any services rendered under the Contract. Successful Respondent must obtain Customer’s
written pre-approval for any anticipated travel expenses. Customer may reject payment for travel
expenses which are not pre-approved in writing. The DIR Administrative Fee does not apply to
travel expense reimbursement.
9.6 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free on Board
Customer’s destination. Successful Respondent may not charge additional fees for standard
shipping and handling. If a Customer requests expedited or special delivery, Customer must pay
for any additional charges for expedited or special delivery.

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10 CONTRACT ADMINISTRATION
10.1 Service, Sales, and Support of the Contract
Successful Respondent shall provide service, sales, and support resources to serve all Customers.
Successful Respondent shall sell, market, and promote products and services available under the
Contract. Successful Respondent shall use best efforts to ensure that Eligible Customers are made
aware of the existence of the Contract.
10.2 Contract Managers
DIR and Successful Respondent shall each designate a contract manager (“Contract Manager”) to
support the Contract (respectively, the “DIR Contract Manager” and “Successful Respondent
Contract Manager”). DIR will post information regarding each Contract Manager on its webpage
for the Contract. DIR may require a change in Successful Respondent Contract Manager if
Successful Respondent Contract Manager is not, in the sole opinion of DIR, adequately serving the
needs of the State.
10.2.1 DIR Contract Manager
Upon execution of the Contract, DIR shall provide Successful Respondent with written notification
of the DIR Contract Manager’s name and contact information.
The DIR Contract Manager’s duties include but are not limited to:
(a) managing the Contract and monitoring compliance;
(b) advising DIR of Successful Respondent’s performance under the Contract; and
(c) periodic verification of pricing and monthly reports submitted by Successful Respondent.
10.2.2 Successful Respondent Points of Contact
(a) Upon execution of the Contract, Successful Respondent shall provide DIR with written
notification of
(1) Successful Respondent Contract Manager’s name and contact information;
(2) Successful Respondent sales representative name and contact information;
(3) Successful Respondent Accounts Payable contact name and contact information; and
(4) name and contact information of Successful Respondent personnel responsible for
submitting reports and payment of DIR Administrative Fees.
(b) Successful Respondent Contract Manager’s duties shall include but are not limited to:
(1) marketing and management of the Contract;
(2) facilitating dispute resolution between Successful Respondent and Customers; and
(3) advising DIR of Successful Respondent’s performance under the Contract.

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10.3 Required Meetings
DIR may require Successful Respondent and any Third-Party Providers to participate in meetings
throughout the life of the Contract. In addition to the meetings specifically identified below, DIR,
in its sole discretion, may require participation in additional meetings, including meetings to
review Successful Respondent’s performance under the Contract. Meetings will be held virtually or
in person at a location selected by DIR in Austin, Texas, and at a date and time mutually
acceptable to DIR and Successful Respondent. DIR shall bear no cost for the time and travel of
Successful Respondent for attendance at any meeting.
10.3.1 Orientation Meeting
No later than thirty (30) calendar days after execution of the Contract, Successful Respondent shall
attend an orientation meeting to discuss the content and procedures of the Contract to include
administrative requirements for reporting and administrative fee payments.
10.3.2 End of Contract Transition Meeting
In its sole discretion, DIR may require participation in meetings related to the termination or
expiration of the Contract.
10.4 Required Reports
10.4.1 Reporting Responsibility
Successful Respondent shall file any necessary reports. DIR may verify required reports and take
any actions necessary to enforce its rights under the Contract. If DIR requests any additional
documentation needed to verify the reports, Successful Respondent shall provide all required
documentation at no cost.
10.4.2 Detailed Monthly Vendor Sales Report
(a) Using the Vendor Sales Report (VSR) portal, Successful Respondent shall submit a monthly
sales report detailing sales activity under the Contract for the previous month period. This
includes months in which there are no sales. Monthly sales reports may be submitted between
the first (1st) and the fifteenth (15th) of each month and are due no later than the fifteenth
(15th) calendar day of the month following the month of the sale. If the 15th calendar day falls
on a weekend or state or federal holiday, the report is due on the next Business Day. For
example, Successful Respondent must submit its monthly sales report for January between
February 1st and February 15th.
(b) The sales report shall include, at a minimum, the following information per transaction: the
detailed sales for the period, Customer name, Invoice date, Invoice number, description,
quantity, MSRP or List Price, unit price, extended price, Customer Purchase Agreement
number, contact name, Customer’s complete billing address, the estimated DIR Administrative
Fee for the reporting period, subcontractor name, EPEAT designation (if applicable),
configuration (if applicable), contract discount percentage, actual discount percentage,
negotiated contract price (if fixed price is offered instead of discount off of MSRP), and other
information as required by DIR. Each sales report must contain all information listed above per
transaction or the report will be rejected and returned to Successful Respondent for correction.

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(c) Successful Respondent shall reference the Contract number, reporting period, and DIR
Administrative Fee amount on any remittance instruments.
10.4.3 DIR Cost Avoidance Reports
As part of the performance measures reported to State leadership, DIR must provide the cost
avoidance the State has achieved through the Contract. Upon request by DIR, Successful
Respondent shall provide DIR with a detailed report of a representative sample of products or
services sold under the Contract. The report shall contain: product or service description, MSRP or
list price, and price to Customer under the Contract. If Successful Respondent holds a current
contract with a Consortium for the same types of offerings awarded on the DIR contract,
Successful Respondent may be requested to provide the customer pricing on the awarded
Consortium contract.
10.4.4 Historically Underutilized Business (HUB) Subcontract Reports
Successful Respondent shall electronically provide each Customer with its HUB Subcontracting
Report as required by Texas Government Code Chapter 2161. DIR shall be copied on all reports
submitted to Customer.
10.4.5 Accurate and Timely Submission of Reports and DIR Administrative Fees
(a) Successful Respondent shall submit sales reports and DIR Administrative Fee payments
accurately and timely in accordance with the due dates specified in this Section. Successful
Respondent shall correct any inaccurate reports or DIR Administrative Fee payments within
three (3) Business Days of written notification by DIR. Successful Respondent shall deliver any
late sales reports or late DIR Administrative Fee payments within three (3) Business Days upon
written notification by DIR. If Successful Respondent is unable to correct inaccurate sales
reports or DIR Administrative Fee payments or deliver late sales reports and DIR Administrative
Fee payments within three (3) Business Days, Successful Respondent shall contact DIR and
provide a corrective plan of action, including the timeline for completion. The corrective plan
of action is subject to DIR approval.
(b) If Successful Respondent fails to correct inaccurate sales reports or cure the delay in timely
and accurate delivery of sales reports and payments within the corrective plan of action
timeline, DIR may, at DIR’s expense, require an independent third-party audit of Successful
Respondent’s records as specified in Section 10.5, Records and Audit. DIR will select the
auditor (and all payments to auditor will require DIR approval). If DIR finds that Successful
Respondent is responsible for inaccurate reports, DIR may invoice Successful Respondent for
the reasonable costs of the audit, which Successful Respondent must pay within thirty (30)
calendar days of receipt.
(c) Failure to timely submit three (3) reports or DIR Administrative Fee payments within any
rolling twelve (12) month period may, at DIR’s discretion, result in the addition of late fees of
$100/day, up to $1000/month, for each Business Day the report or payment is due, or
suspension or termination of Successful Respondent’s Contract.
(d) For Customers whose payments are processed by the Comptroller of Public Accounts, the
volume of payments made to Successful Respondent through the Comptroller and the

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administrative fee based thereon are presumed correct unless Successful Respondent can
demonstrate to DIR’s satisfaction that Successful Respondent’s calculation of DIR’s
administrative fee is correct.
10.5 Records and Audit
10.5.1 Review by State Auditor
The State Auditor may conduct an audit or investigation of any entity receiving funds from the
state directly under the Contract or indirectly through a subcontract under the Contract.
Acceptance of funds under the Contract by Successful Respondent acts as acceptance of the
authority of the State Auditor’s Office, or any successor agency, to conduct an audit or
investigation in connection with those funds. Successful Respondent further agrees to cooperate
fully with the State Auditor’s Office or its successor in the conduct of the audit or investigation,
including providing all records requested. Successful Respondent shall ensure all subcontractors
are aware of this clause and that a requirement to cooperate is included in any subcontract it
awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, an
entity that is the subject of an audit or investigation by the State Auditor’s Office must provide the
State Auditor’s Office with access to any information the State Auditor’s Office considers relevant
to the investigation or audit.
10.5.2 Review by DIR or its Designee
Successful Respondent agrees that DIR, a DIR designee, or third-party auditor may conduct an
audit, Compliance Check, or other similar investigation of Successful Respondent’s compliance
with the Contract.
10.5.3 Records Retention and Access
(a) Successful Respondent shall maintain adequate records to establish compliance with the
Contract until the later of a period of seven (7) years after termination of the Contract or until
full, final, and unappealable resolution of all Compliance Check, audit, or litigation issues that
arise under the Contract, whichever is later. The records shall include per transaction: Customer
name, Invoice date, Invoice number, description, quantity, MSRP or List Price, unit price,
extended price, Customer Purchase Agreement number, contact name, Customer’s complete
billing address, the calculations supporting each DIR Administrative Fee owed under the
Contract, HUB Subcontracting Reports, and other documentation as may be requested.
(b) Successful Respondent shall grant access to all paper and electronic records, books,
documents, accounting procedures, practices, customer records including but not limited to
contracts, agreements, Purchase Agreements, and any other items relevant to the performance
of the Contract to DIR, the State Auditor’s Office, and other persons or entities designated by
DIR for the purposes of inspecting, auditing, conducting a Compliance Check, or copying the
records.
(c) Successful Respondent shall provide copies and printouts requested by DIR without
charge. DIR shall use best efforts to provide Successful Respondent ten (10) Business Days’
notice prior to inspecting, conducting a Compliance Check, or copying Successful
Respondent’s records. Successful Respondent’s records, whether paper or electronic, shall be

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made available during regular office hours. Successful Respondent personnel familiar with
Successful Respondent’s records shall be available to DIR staff and designees as needed.
Successful Respondent shall provide adequate office space to DIR staff and designees during
the performance of the inspection, audit, or Compliance Check. If DIR finds that Successful
Respondent is responsible for inaccurate reports, DIR may invoice for the reasonable costs of
the audit, which Successful Respondent must pay within thirty (30) calendar days of receipt.
10.6 Proof of Financial Stability and Notice of Financial Events
Either DIR or Customer may require Successful Respondent to provide proof of financial stability
prior to or at any time during the Contract term. In the event that Successful Respondent becomes
insolvent or is the subject of any bankruptcy or receivership proceeding prior to or during the
Contract term or a Purchase Agreement term, Successful Respondent shall provide written notice
to DIR and to Customer within five (5) Business Days of the insolvency or initiation of the
bankruptcy or receivership proceedings.
11 DISPUTE RESOLUTION
11.1 No Waiver
A party’s failure to require strict performance of any provision of the Contract shall not waive or
diminish that party’s right to demand strict compliance with that or any other provision.
Nothing in this Contract or in any Purchase Agreement constitutes a waiver of any defense or
immunity whatsoever.
11.2 Dispute Resolution Process
(a) Disputes arising under the Contract or a Purchase Agreement shall be resolved in
accordance with Texas Government Code Chapter 2260. The contested case process provided
in Texas Government Code Chapter 2260 is the Successful Respondent’s sole and exclusive
process for seeking a remedy for an alleged breach of Contract or Purchase Agreement.
(b) Except as provided in Texas Government Code Section 2251.051, Successful Respondent
shall continue performance while the dispute is being resolved unless the Customer has
terminated the Purchase Agreement.
(c) For Customers not subject to Texas Government Code Chapter 2260, disputes arising
between a Customer and Successful Respondent shall be resolved in accordance with the
dispute resolution process of the Customer.
(d) DIR shall not be a party to any dispute between Customers and Successful Respondent
unless DIR, in its sole discretion, decides to intervene.
(e) In any dispute with a unit of State government as defined in Texas Government Code
Section 2260.001, the exclusive venue of any suit arising under the Contract is fixed in any
court of competent jurisdiction of Travis County, Texas, unless the specific venue is otherwise
identified in a statute which directly names or otherwise states its applicability to the
contracting Customer. If litigation does not involve any unit of State government, then venue

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is fixed in the state or federal courts of the Texas county where the Customer is primarily
situated, unless the specific venue is otherwise identified in a statute which directly names or
otherwise states its applicability to the contracting Customer.
11.3 Vendor Performance Reporting Required
Texas state agencies are required by rule (34 Texas Administrative Code Section 20.108(b)) to
report vendor performance through the Vendor Performance Tracking System (VPTS) on every
purchase over $25,000.00.
12 TERMINATION
12.1 Absolute Right to Terminate
DIR shall have the absolute right to immediately terminate the Contract without recourse in the
following circumstances:
(1) Successful Respondent becomes listed on the prohibited vendors list authorized by
Executive Order #13224, "Blocking Property and Prohibiting Transactions with Persons
Who Commit, Threaten to Commit, or Support Terrorism”, published by the United States
Department of the Treasury, Office of Foreign Assets Control;
(2) Successful Respondent becomes suspended or debarred from doing business with
the federal government as listed in the System for Award Management (SAM) maintained
by the General Services Administration;
(3) Successful Respondent becomes suspended or debarred from doing business with
the State of Texas;
(4) Successful Respondent is or becomes statutorily ineligible to receive state
contracts;
(5) DIR receives notice of potential criminal violations by Successful Respondent,
whether or not the potential violations directly impact the provision of goods or services
under the Contract; or
(6) DIR receives notice of any actual, suspected, or threatened data breach as
described in Section 6.4.
DIR shall provide Successful Respondent with written notice of termination. DIR will use
reasonable efforts to provide notice (to the extent allowed by law) to Successful Respondent
within five (5) Business Days after the termination.
12.2 Immediate Suspension
(a) DIR may, in its sole discretion, elect to suspend Successful Respondent for any of the
following:
(1) Any of the same reasons as the absolute right to terminate set forth above;
(2) Successful Respondent fails to pay the DIR Administrative Fee or timely file

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required reports; or
(3) DIR in its sole discretion determines that suspension is in the best interests of the
State.
(b) While suspended, Successful Respondent shall not make any new sales under the Contract
until it receives further written notice from DIR. Successful Respondent may be ineligible to
receive further business or payment but may be responsible for winding down or transition
expenses incurred by Customer.
(c) DIR will use reasonable efforts to provide notice (to the extent allowed by law) to
Successful Respondent within five (5) Business Days after the suspension .
(d) Successful Respondent may provide a written response and request an opportunity to
present its position. DIR will review Successful Respondent’s response but is under no
obligation to provide formal response.
(e) The suspension ends when DIR either provides written notice that the suspension is lifted
or provides notice of the termination of the Contract in accordance with this Section 12.
12.3 Termination for Non-Appropriation
12.3.1 Termination for Non-Appropriation by Customer
Customers may terminate a Purchase Agreement if funds sufficient to pay its obligations under
the Contract are not appropriated:
(a) by the governing body on behalf of local governments;
(b) by the Texas legislature on behalf of state agencies; or
(c) by budget execution authority provisioned to the Governor or the Legislative
Budget Board as provided in Texas Government Code Chapter 317.
In the event of termination, Customer will not be in default or breach under a Purchase
Agreement or the Contract, nor shall it be liable for any further payments ordinarily due under
the Contract, for any damages, or for any other amounts caused by or associated with
termination.
12.3.2 Termination for Non-Appropriation by DIR
DIR may terminate the Contract if funds sufficient to pay its obligations under the Contract are not
appropriated by:
(a) Texas legislature; or
(b) budget execution authority provisioned to the Governor or the Legislative Budget Board as
provided in Texas Government Code Chapter 317.
In the event of termination, DIR will not be in default or breach under the Contract, nor shall it be
liable for any further payments ordinarily due under the Contract, for any damages or for any
other amounts caused by or associated with termination.

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12.4 Termination for Convenience
DIR may terminate the Contract, in whole or in part, by giving Successful Respondent thirty (30)
calendar days’ written notice. A Customer may terminate a Purchase Agreement by giving
Successful Respondent thirty (30) calendar days’ written notice.
12.5 Termination for Cause
12.5.1 Termination for Cause by DIR
DIR may, upon written notice to Successful Respondent, terminate the Contract in whole or in part
as of the termination date specified in the notice if Successful Respondent:
(a) Commits a material breach of this Contract which is not cured within thirty (30) calendar
days after notice of breach from DIR, or such other applicable timeframe for cure expressly
provided herein; or
(b) Commits a material breach of this Contract which is not capable of being cured within the
period specified in the notice.
12.5.2 Termination for Cause by Successful Respondent
(a) Successful Respondent may terminate the Contract in whole as of the termination date
specified in its notice if Successful Respondent issues a written notice of default to DIR upon
the occurrence of a material breach of any covenant, certification, representation, warranty, or
provision of the Contract, upon the following preconditions:
(1) First, the Successful Respondent must comply with the requirements of Texas
Government Code Chapter 2260 in an attempt to resolve a dispute;
(2) Second, if the dispute remains unresolved after complying with Texas Government
Code Chapter 2260’s dispute resolution provisions, then Successful respondent shall give
DIR thirty (30) calendar days from receipt of notice to cure said default. If DIR fails to cure
the default within the timeframe allowed, the Successful Respondent may, at its option and
in addition to any other remedies it may have available, terminate the Contract.
(b) Successful Respondent may terminate a Purchase Agreement in whole or in part as of the
termination date specified in its notice if Successful Respondent issues a written notice of
default to Customer upon the occurrence of a material breach of any covenant, certification,
representation, warranty, or provision of the Contract or Purchase Agreement, subject to the
following preconditions:
(1) First, the Successful Respondent must follow the dispute resolution process
described in Section 11.2 above;
(2) Second, if the dispute remains unresolved, the Successful Respondent shall give
Customer thirty (30) calendar days from receipt of notice to cure said default. If Customer
fails to cure said default within the timeframe allowed, the Successful Respondent may, at
its option and in addition to any other remedies it may have available, terminate a
Purchase Agreement.

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12.5.3 Termination for Cause by Customer
(a) Customers are not parties to the Contract and therefore have no power to terminate the
Contract.
(b) Customer may, upon written notice to Successful Respondent, terminate a Purchase
Agreement in whole or in part as of the termination date specified in the notice if Successful
Respondent:
(1) Commits a material breach of a Purchase Agreement which is not cured within
thirty (30) calendar days after notice of breach from Customer, or such other applicable
timeframe for cure expressly provided in the notice or in the Purchase Agreement; or
(2) Commits a material breach of a Purchase Agreement which is not capable of being
cured within the period specified in the notice or in the Purchase Agreement.
(c) Customer may immediately suspend or terminate a Purchase Agreement without advance
notice in the event Successful Respondent fails to comply with confidentiality, privacy, security
requirements, environmental, or safety laws or regulations, if that non-compliance relates or
may relate to Successful Respondent’s provision of goods or services to the Customer.
12.6 Customer Rights Under Termination of Contract
In the event the Contract expires or is terminated for any reason, a Customer shall retain its rights
under the Contract and any Purchase Agreement issued prior to the termination or expiration of
the Contract. A Purchase Agreement and certain rights and obligations survive the expiration or
termination of the Contract in accordance with Section 4.5.
12.7 Successful Respondent Rights Under Termination of Purchase Agreement
In the event a Purchase Agreement expires or is terminated, a Customer shall pay all amounts due
for products or services ordered prior to the effective expiration or termination date and ultimately
accepted by Customer. Certain rights and obligations survive the expiration or termination of the
Contract in accordance with Section 4.5.
12.8 Transition Assistance
Upon request by Customer prior to expiration or termination of a Purchase Agreement, Successful
Respondent shall provide reasonable and necessary assistance to accomplish a complete
transition of the products or services from Successful Respondent to Customer or any replacement
provider designated by Customer without any interruption of or adverse impact on the products
or services. Successful Respondent shall perform services related to the transition at no additional
cost beyond what would be paid under a Purchase Agreement. Customer and Successful
Respondent may identify specific transition services needed in a Purchase Agreement.
13 INDEMNIFICATION AND LIABILITY
13.1 Indemnification
(a) SUCCESSFUL RESPONDENT SHALL DEFEND, INDEMNIFY, AND HOLD HARMLESS DIR, THE

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STATE OF TEXAS, AND CUSTOMERS, AND THEIR OFFICERS, DIRECTORS, AGENTS, EMPLOYEES,
REPRESENTATIVES, CONTRACTORS, SUCCESSORS, ASSIGNEES, AND DESIGNEES FROM ANY AND
ALL THIRD PARTY LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS,
ATTORNEY FEES, AND EXPENSES ARISING OUT OF, RESULTING FROM, OR RELATED TO:
(1) any acts or omissions of Successful Respondent, its employees, or Third Party Providers in
or in connection with the execution or performance of the Contract and any Purchase
Agreements issued under the Contract;
(2) any and all third party claims involving infringement of United States patents, copyrights,
trade and service marks, and any other intellectual or intangible property rights (an
“Infringement”) in or in connection with the execution or performance of the Contract and any
Purchase Agreements issued under the Contract;
(3) any breach, disclosure, ransomware attack, or exposure of data or information of or
regarding DIR or any Customer that is provided to or obtained by Successful Respondent in
connection with the Contract, including DIR data, Customer Data, confidential information of
DIR or Customer, any personal identifying information, or any other protected or regulated
data by Successful Respondent, its employees, representatives, agents, or Third-Party
Providers in or in connection with the execution or performance of the Contract and any
Purchase Agreements issued under the Contract; and
(4) tax liability, unemployment insurance, workers’ compensation, or expectations of benefits
by Successful Respondent, its employees, representatives, agents, or subcontractors in or in
connection with the execution or performance of the Contract and any Purchase Agreements
issued under the Contract.
(b) Successful Respondent shall coordinate the defense with the Office of the Attorney General
when Texas state agencies are named defendants in any lawsuit. Successful Respondent may not
agree to any settlement without first obtaining the concurrence from the Office of the Attorney
General. For non-Texas state agency Customers, Customer’s legal counsel shall coordinate the
defense with Successful Respondent. Successful Respondent and the Customer shall furnish timely
written notice to each other and to DIR of any claim.
(c) This section is not intended to and shall not be construed to require Successful Respondent to
indemnify or hold harmless DIR or Customers for any claims or liabilities resulting from the
negligent acts or omissions of DIR or Customer or their employees.
13.2 Infringements
If Successful Respondent becomes aware of an actual or potential claim of an Infringement, or
Customer provides Successful Respondent with notice of an actual or potential claim of an
Infringement, Successful Respondent shall pay all costs as defense, including attorneys’ fees, and
may (or in the case of an injunction against Customer, shall), at Successful Respondent’s sole
expense:
(a) procure for Customer the right to continue to use the affected portion of the product or

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service, or
(b) 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.
13.3 Property Damage
In the event of loss, damage, or destruction of any tangible or real property of Customer or the
State due to the negligence, misconduct, wrongful act or omission on the part of Successful
Respondent, its employees, agents, representatives, or third-party providers, Successful
Respondent shall pay the full cost of either repair, reconstruction, or replacement of the property,
at the Customer’s sole election. Customer shall determine the cost, which Successful Respondent
shall pay within ninety (90) calendar days after the date Successful Respondent receives
Customer’s written notice of the cost.
13.4 Limitation of Liability
(a) For any claim or cause of action arising under or related to the Contract, to the extent
permitted by the Constitution and the laws of the State, none of the parties are liable to the
other for punitive, special, or consequential damages, even if it is advised of the possibility of
those damages.
(b) Successful Respondent and a Customer may include in a Purchase Agreement a term
limiting Successful Respondent’s liability for damages in any claim or cause of action arising
under or related to the Purchase Agreement; on the condition that any such term may not
limit Successful Respondent’s liability below two-times the total value of the Purchase
Agreement. This value includes all amounts paid and amounts to be paid over the life of the
Purchase Agreement to Successful Respondent by the Customer as described in the Purchase
Agreement.
(c) Notwithstanding the foregoing or anything to the contrary, any limitation of Successful
Respondent’s liability contained in this Contract or in a Purchase Agreement shall not apply to:
claims of bodily injury; violation of intellectual property rights including but not limited to
patent, trademark, or copyright infringement; indemnification requirements under the
Contract; and violation of State or Federal law including but not limited to disclosures of
confidential information and any penalty of any kind lawfully assessed as a result of a violation.
14 REQUIRED INSURANCE COVERAGE
14.1 General Insurance Requirements.
(a) As a condition of the Contract, Successful Respondent shall provide the listed insurance
coverage to DIR within ten (10) Business Days of execution of the Contract if Successful
Respondent may provide services which require that Successful Respondent’s employees
perform work at any Customer premises or use vehicles to conduct work on behalf of
Customers.
(b) In addition, when engaged by a Customer to provide services on Customer premises,
Successful Respondent shall, at its own expense, secure and maintain the specified

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insurance coverage, and shall provide proof of the insurance coverage to Customer within
ten (10) Business Days following the execution of a Purchase Agreement.
(c) Successful Respondent may not begin performance under the Contract until it provides
proof of insurance coverage to DIR. Successful Respondent may not begin performance
under a Purchase Agreement until it provides proof of insurance coverage to Customer
and Customer approves the proof of coverage.
(d) If Successful Respondent’s services under the Contract will not require Successful
Respondent to perform work on Customer premises, or to use vehicles to conduct work on
behalf of Customers, Successful Respondent may certify to those facts and agree to
provide notice and the required insurance if the facts change. DIR will provide a form for
the Certification of Off-Premises Customer Services, which Successful Respondent shall
execute. An executed Certification shall satisfy the insurance requirements.
(e) Successful Respondent acknowledges that Customer may have additional insurance
requirements.
(f) Proof of additional insured coverage for DIR shall be provided to DIR. Proof of additional
insured coverage for Customer shall be provided to Customer.
14.2 Provider and Additional Insured Requirements
All required insurance must be issued by companies that have a minimum A rating and a
minimum Financial Size Category Class of VII from AM Best and are licensed in the State of Texas
and authorized to provide the corresponding coverage. Required coverage must remain in effect
through the term of the Contract and each Purchase Agreement issued to Successful Respondent
thereunder.
14.3 Commercial General Liability
Commercial general liability must include $1,000,000.00 per occurrence for bodily injury and
property damage with a separate aggregate limit of $2,000,000.00; medical expenses per person
of $5,000.00; personal injury and advertising liability of $1,000,000.00; products/completed
operations aggregate limit of $2,000,000.00; and damage to premises rented limit of $50,000.00.
Customers 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) DIR and Customer listed as an additional insured; and
(d) Waiver of subrogation.
14.4 Workers’ Compensation Insurance
Workers’ compensation insurance and employers’ liability coverage must include limits consistent
with statutory benefits outlined in the Texas Workers’ Compensation Act found in Texas Labor
Code Title 5, Subtitle A, and minimum policy limits for employer’s liability of $1,000,000 per

Appendix A: Standard Contract Terms and Conditions Page 38
<Rev July 17, 2025>
accident, $1,000,000 disease per employee and $1,000,000 per disease policy limit.
14.5 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 provisions:
(a) Waiver of subrogation; and
(b) DIR and Customer listed as an additional insured.
15 SUCCESSFUL RESPONDENT OBLIGATIONS
15.1 Drug Free Workplace Policy
Successful Respondent shall comply with the applicable provisions of the Drug-Free Work Place
Act of 1988 (41 United States Code Sections 8101-8106) and maintain a drug-free work
environment; and the final rule, government-wide requirements for drug-free work place
(Financial Assistance), issued by the Office of Management and Budget (2 Code of Federal
Regulations Part 280, Subpart F182) to implement the provisions of the Drug-Free Work Place Act
of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions
thereof, including any amendments to the final rule that may be issued.
15.2 Ability to Conduct Business in Texas
Successful Respondent shall be validly formed and currently authorized to do business under the
laws of its state of organization and shall be authorized to do business in the State of Texas in
accordance with Texas Business Organizations Code Chapter 9. Upon request by DIR, Successful
Respondent shall provide all documents and other information necessary to establish Successful
Respondent’s authorization to do business in the State of Texas and under the laws of its state of
organization.
15.3 Equal Opportunity Compliance
Successful Respondent shall abide by all applicable laws, regulations, and executive orders
pertaining to equal employment opportunity, including federal laws, the laws of the State of Texas,
and the laws of the state in which Successful Respondent’s primary place of business is located. In
accordance with those laws, regulations, and executive orders, Successful Respondent agrees that
no person in the United States shall, on the grounds of race, color, religion, national origin, sex,
age, veteran status or handicap, be excluded from employment with or participation in, be denied
the benefits of, or be otherwise subjected to discrimination under any program or activity
performed by Successful Respondent under the Contract. If Successful Respondent is found to be
not in compliance with these requirements during the term of the Contract, Successful
Respondent shall take appropriate steps to correct these deficiencies. Upon request, Successful
Respondent will furnish information regarding its nondiscriminatory hiring and promotion policies,
as well as specific information on the composition of its principals and staff, including the
identification of minorities and women in management or other positions with discretionary or
decision-making authority.

Appendix A: Standard Contract Terms and Conditions Page 39
<Rev July 17, 2025>
15.4 Use of Subcontractors
If Successful Respondent uses any subcontractors in the performance of the Contract, Successful
Respondent must make a good faith effort in the submission of its Appendix B, HSP, in accordance
with the State’s Policy on Utilization of Historically Underutilized Businesses (HUB). Successful
Respondent must provide a revised copy of Appendix B, HSP, and obtain DIR’s approval of the
HSP before it can engage additional subcontractors in the performance of the Contract or remove
subcontractors currently engaged in the performance of the Contract. Successful Respondent is
solely responsible for the performance of its obligations under the Contract.
15.5 Responsibility for Actions
Successful Respondent is solely responsible for its actions and those of its Third Party Providers.
Successful Respondent agrees that neither Successful Respondent nor any of the foregoing has
any authority to act or speak on behalf of DIR or the State.
15.6 Taxes, Worker’s Compensation, and Unemployment Insurance
Successful Respondent agrees and acknowledges that during the existence of the Contract,
Successful Respondent is entirely responsible for the liability and payment of Successful
Respondent’s and its employees’ taxes of whatever kind, arising out of the performances in the
Contract. Successful Respondent shall comply with all applicable state and federal laws, including
laws regarding wages, taxes, insurance, and workers’ compensation. Successful Respondent agrees
and acknowledges that Successful Respondent and its employees, representatives, agents, and
subcontractors shall not be entitled to any state benefit or benefit of another governmental entity
Customer. Customer, DIR, and the State shall not be liable to Successful Respondent, its
employees, agents, or others for the payment of taxes or the provision of unemployment
insurance, workers’ compensation, or any benefit available to a state employee or employee of
another governmental entity Customer.
15.7 Confidentiality and the Texas Public Information Act
Successful Respondent acknowledges that DIR and Customers that are governmental bodies as
defined by Texas Government Code Section 552.003 are subject to the Texas Public Information
Act. Successful Respondent also acknowledges that DIR and governmental body Customers will
comply with the Public Information Act, all opinions of the Texas Attorney General’s office
concerning the Act, and applicable judicial orders or opinions interpreting the Act.
15.8 No Recordings
Successful Respondent shall not record any meeting, call, conference, or other communication
with DIR, a Customer, or an Eligible Customer, without prior written consent of DIR, the Customer,
or the Eligible Customer, as applicable.
15.9 Security of Premises, Equipment, Data and Personnel
Successful Respondent or Third-Party Providers may, from time to time during the performance of
the Contract, have access to the personnel, premises, equipment, and other property, including
data, information, files, and materials belonging to a Customer. Successful Respondent and Third-

Appendix A: Standard Contract Terms and Conditions Page 40
<Rev July 17, 2025>
Party Providers shall preserve the safety, security, and the integrity of the personnel, premises,
equipment, and other property, including data, information, files, and materials belonging to
Customer, in accordance with the instruction of Customer and to the degree in which Successful
Respondent or Third-Party Provider protects its own information. Successful Respondent shall be
liable for all damage to Customer-owned, leased, or occupied property and equipment caused by
Successful Respondent or a Third-Party Provider. If Successful Respondent or Third-Party Provider
fails to comply with Customer’s security requirements, then Customer may immediately terminate
the Purchase Agreement.
15.10 Background and Criminal History Investigation
Prior to commencement of any services, background and criminal history investigation of
Successful Respondent’s employees and Third-Party Providers who will be providing services to
the Customer under the Contract may be performed by the Customer or the Customer may
require that Successful Respondent conduct the background checks itself. Should any employee
or Third-Party Provider of Successful Respondent who will be providing services to the Customer
under the Contract not be acceptable to the Customer as a result of the background or criminal
history check, then Customer may immediately terminate its Purchase Agreement and related
Service Agreement or request replacement of the employee or Third-Party Provider in question.
15.11 Overcharges
Successful Respondent assigns to DIR all claims for overcharges associated with the Contract
which arise under the antitrust laws of the United States, 15 United States Code Section 1, et seq.,
and which arise under the antitrust laws of the State of Texas, Texas Business and Commerce Code
Chapter 15.
15.12 Use of State Property
Successful Respondent shall not use equipment, property, location, or any other resources of a
Customer, DIR, or the State of Texas for any purpose other than performing services under this
Agreement. For this purpose, equipment includes, but is not limited to, copy machines, computers,
and telephones using State of Texas long distance services. Upon demand by Customer,
Successful Respondent shall immediately reimburse Customer for any charges it incurs by using a
Customer’s equipment for any purpose other than performing services under this Agreement.
Such use shall constitute breach of contract and may result in termination of the Contract, the
Purchase Agreement, and other remedies available to DIR and Customer under the Contract and
applicable law.
15.13 Immigration
Successful Respondent shall comply with all requirements of the Immigration and Nationality Act
(8 U.S.C.§ 1101 et seq.) and all subsequent immigration laws and amendments. Successful
Respondent shall require its subcontractors to comply with the requirements of this Section and
Successful Respondent is responsible for the compliance of its subcontractors. Nothing herein is
intended to exclude compliance by Successful Respondent and its subcontractors with all other
relevant federal immigration statutes and regulations promulgated pursuant thereto.

Appendix A: Standard Contract Terms and Conditions Page 41
<Rev July 17, 2025>
15.14 Product or Services Substitutions
Successful Respondent must not make substitutions to products or services without the prior
written consent of DIR or Customer, as applicable.
15.15 Secure Erasure of Hard Disk Capability
Successful Respondent agrees that all managed products or services equipped with hard disk
drives such as computers, telephones, printers, fax machines, scanners, multifunction devices, shall
have the capability to securely erase, destroy, or render unreadable data written to the hard drive
prior to final disposition of the managed products or services, either at the end of product’s useful
life or the end of the related Purchase Agreement for such products or services, in accordance
with 1 Texas Administrative Code Chapter 202 or NIST 800-88.
15.16 Successful Respondent Reporting Requirements
Successful Respondent shall comply with Texas Business and Commerce Code Chapter 110,
requiring computer technicians to report images of child pornography.
16 REQUIRED CLAUSES AND CERTIFICATIONS
16.1 Antitrust Affirmation
Successful Respondent represents and warrants that, in accordance with Texas Government Code
Section 2155.005, neither Successful Respondent nor the firm, corporation, partnership, or
institution represented by Successful Respondent, or anyone acting for such a firm, corporation or
institution has (1) violated any provision of the Texas Free Enterprise and Antitrust Act of 1983,
Texas Business and Commerce Code Chapter 15, or the federal antitrust laws, or (2) communicated
directly or indirectly the contents of its Response to any competitor or any other person engaged
in the same line of business as Successful Respondent.
16.2 Buy Texas
To the extent applicable, in accordance with Texas Government Code Section 2155.4441,
Successful Respondent agrees that during the performance of a Purchase Agreement for services
it shall purchase products and materials produced in Texas when they are available at a price and
time comparable to products and materials produced outside this State.
16.3 Child Support Obligation Affirmation
Successful Respondent certifies that it is not currently delinquent in the payment of any franchise
tax owed to the State and is not ineligible to receive payment under Texas Family Code Section
231.006. Successful Respondent acknowledges that the Contract may be terminated and payment
withheld if this certification is inaccurate.
16.4 Cloud Computing Risk and Authorization Management Program (TX-RAMP)
If the services to be provided under a Purchase Agreement include cloud computing services,
Successful Respondent shall comply with the requirements of the Texas Risk and Authorization
Management Program (“TX-RAMP”), as provided by Texas Administrative Code Title 1 Section

Appendix A: Standard Contract Terms and Conditions Page 42
<Rev July 17, 2025>
202.27 and Section 202.77 and the TX-RAMP Program Manual (“Program Manual”). Successful
Respondent shall maintain program compliance and certification throughout the term of the
Purchase Agreement, including providing all quarterly and ongoing documentation required by
the Program Manual and any other continuous monitoring documentation or artifacts required by
the Customer issuing the Purchase Agreement. Upon request from DIR or the Customer issuing
the Purchase Agreement, Successful Respondent shall provide all documents and information
necessary to demonstrate Successful Respondent’s compliance with TX-RAMP.
16.5 Computer Equipment Recycling Program
If the products and services to be provided include the purchase or lease of computer equipment,
Successful Respondent certifies that it is in compliance with Texas Health and Safety Code Chapter
361, Subchapter Y, related to the Computer Equipment Recycling Program and the Texas
Commission on Environmental Quality rules in 30 Texas Administrative Code Chapter 328.
16.6 Contracting Information Responsibilities
Successful Respondent represents and warrants that it will comply with the requirements of Texas
Government Code Section 552.372(a) as applicable. Except as provided by Texas Government
Code Section 552.374(c), the requirements of Texas Government Code Chapter 552 Subchapter J,
may apply to the Contract or Purchase Agreements, and Successful Respondent agrees that the
Contract or Purchase Agreements can be terminated if Successful Respondent knowingly or
intentionally fails to comply with a requirement of that subchapter.
16.7 COVID-19 Vaccine Passport Prohibition
Successful Respondent certifies that, under Texas Health and Safety Code Section 161.0085,
Successful Respondent is not ineligible to receive the Contract.
16.8 Critical Infrastructure Affirmation
Pursuant to Texas Government Code Section 2275.0102:
(a) Successful Respondent, including a wholly owned subsidiary, majority-owned subsidiary,
parent company, or affiliate of Successful Respondent, is not owned by or the majority of
stock or other ownership interest of Respondent is not held or controlled by individuals who
are citizens of China, Iran, North Korea, Russia, or a country designated by the Governor as a
threat to critical infrastructure;
(b) Successful Respondent, including a wholly owned subsidiary, majority-owned subsidiary,
parent company, or affiliate of Successful Respondent, is not owned by or the majority of
stock or other ownership interest of Successful Respondent is not held or controlled by a
company or other entity, including a governmental entity, that is owned or controlled by
citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a
country designated by the Governor as a threat to critical infrastructure; and
(c) Successful Respondent, including a wholly owned subsidiary, majority-owned subsidiary,
parent company, or affiliate of Successful Respondent, is not headquartered in China, Iran,
North Korea, Russia, or a country designated by the Governor as a threat to critical

Appendix A: Standard Contract Terms and Conditions Page 43
<Rev July 17, 2025>
infrastructure.
16.9 Additional Certification Regarding Foreign Ownership
Pursuant to Texas Executive Order GA-48, Respondent certifies that neither it, nor its holding
companies or subsidiaries, is:
(a) Listed in Section 889 of the 2019 National Defense Authorization Act; or
(b) Listed in Section 1260H of the 2021 National Defense Authorization Act; or
(c) Owned by the government of a country on the U.S. Department of Commerce’s foreign
adversaries list under 15 C.F.R Section 791.4; or
(d) Controlled by any governing or regulatory body located in a country on the U.S.
Department of Commerce’s foreign adversaries list under 15 C.F.R Section 791.4.
16.10 Cybersecurity Training
In accordance with Texas Government Code Section 2054.5192, for any contract with a Texas state
agency or institution of higher education, if Successful Respondent, or a subcontractor, officer, or
employee of Successful Respondent, will have access to a state computer system or database,
then Successful Respondent shall ensure that the officer, employee, or subcontractor shall
complete a cybersecurity training program certified under Texas Government Code Section
2054.519, as selected by Customer Texas state agency or institution of higher education. The
cybersecurity training program must be completed by the officer, employee, or subcontractor
during the term of the Contract and during any renewal period. Successful Respondent shall verify
to the Customer Texas state agency or institution of higher education completion of the program
by each officer, employee, or subcontractor.
16.11 Data Management and Security Controls
If a Purchase Agreement is subject to Texas Government Code Section 2054.138, Successful
Respondent shall meet the security controls required by the Purchase Agreement and shall
periodically provide to the Customer evidence that Successful Respondent meets all required
security controls.
16.12 Dealings with Public Servants
Successful Respondent represents and warrants that it has not given, offered to give, and do not
intend to give at any time hereafter any economic opportunity, future employment, gift, loan,
gratuity, special discount, trip, favor, or service to a public servant in connection with the Contract.
16.13 Deceptive Trade Practices; Unfair Business Practices
(a) Successful Respondent represents and warrants that neither Successful Respondent nor
any of its subcontractors has been
(1) found liable in any administrative hearing, litigation or other proceeding of
Deceptive Trade Practices violations as defined under Texas Business and Commerce Code
Chapter 17, or

Appendix A: Standard Contract Terms and Conditions Page 44
<Rev July 17, 2025>
(2) has outstanding allegations of any Deceptive Trade Practice pending in any
administrative hearing, litigation or other proceeding.
(b) Successful Respondent certifies that it has no officers who have served as officers of other
entities who have been found liable in any administrative hearing, litigation or other
proceeding of Deceptive Trade Practices violations or have outstanding allegations of any
Deceptive Trade Practice pending in any administrative hearing, litigation, or other proceeding.
16.14 Debts and Delinquencies
Successful Respondent acknowledges and agrees that, to the extent Successful Respondent owes
any debt including but not limited to delinquent taxes, delinquent student loans, and child
support owed to the State of Texas, any payments or other amounts Successful Respondent is
otherwise owed under the Contract may be applied toward any debt Successful Respondent owes
the State of Texas until the debt is paid in full.
16.15 Energy Company Boycotts
If Successful Respondent is required to make a verification pursuant to Texas Government Code
Section 2276.002, Successful Respondent verifies that it does not boycott energy companies and
will not boycott energy companies during the term of the Contract.
16.16 Entities that Boycott Israel
In accordance with Texas Government Code Section 2271.002, Successful Respondent certifies that
either:
(a) It meets an exemption criterion under 2271.002; or
(b) It does not boycott Israel and will not boycott Israel during the term of the Contract.
16.17 E-Verify Program
Pursuant to Texas Government Code Chapter 673, Successful Respondent shall, as a condition of
the Contract, also comply with the United States Department of Homeland Security’s E-Verify
system to determine the eligibility of:
(a) all people employed by Successful Respondent to perform duties within Texas; and
(b) all persons, including subcontractors, assigned by Successful Respondent to perform work
pursuant to the Contract within the United States of America.
16.18 Excluded Parties
Successful Respondent Certifies that it is not listed in the prohibited vendors list authorized by
Executive Order No. 13224, “Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit, or Support Terrorism,” published by the United States Department
of the Treasury, Office of Foreign Assets Control.
16.19 Executive Head of a State Agency Affirmation
Pursuant to Texas Government Code Section 669.003, relating to contracting with an executive

Appendix A: Standard Contract Terms and Conditions Page 45
<Rev July 17, 2025>
head of a Texas state agency, no person who served as an executive of DIR in the past four (4)
years was involved with or has any interest in the Contract. If Successful Respondent employs or
has used the services of a former executive of DIR, then Successful Respondent shall provide the
following information to DIR: name of the former executive, the date of separation from DIR, the
position held with Successful Respondent, and the date of employment with Successful
Respondent.
16.20 Financial Participation Prohibited
Under Texas Government Code Section 2155.004, Successful Respondent certifies that the
individual or business entity named in the Contract is not ineligible to receive the Contract and
acknowledges that the Contract may be terminated and payment withheld if this certification is
inaccurate.
16.21 Firearm Entities and Trade Associations Discrimination
If Successful Respondent is required to make a verification pursuant to Texas Government Code
Section 2274.002, Successful Respondent verifies that it does not have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association and will not
discriminate during the term of the contract against a firearm entity or firearm trade association.
16.22 Foreign Terrorist Organizations
In accordance with Texas Government Code Section 2252.152, Successful Respondent represents
and warrants that it is not engaged in business with Iran, Sudan, or a foreign terrorist organization.
16.23 Former Agency Employees
Successful Respondent represents and warrants that none of its employees including, but not
limited to, those authorized to provide services under the Contract, were former employees of DIR
during the twelve (12) month period immediately prior to the date of execution of the Contract.
16.24 Human Trafficking Prohibition
In accordance with Texas Government Code Section 2155.0061, the individual or business entity
named in the Contract is not ineligible to receive the Contract and acknowledges that the Contract
may be terminated and payment withheld if this certification is inaccurate.
16.25 No Conflicts of Interest
Successful Respondent represents and warrants that the provision of goods and services or other
performance under the Contract will not constitute an actual or potential conflict of interest or
reasonably create the appearance of impropriety, and, if these facts change during the course of
the Contract, certify Successful Respondent shall disclose the actual or potential conflict of interest
and any circumstances that create the appearance of impropriety.
16.26 Prior Disaster Relief Contract Violation
Under Texas Government Code Section 2155.006 and Section 2261.053 it is not ineligible to
receive the Contract and acknowledges that the Contract may be terminated and payment

Appendix A: Standard Contract Terms and Conditions Page 46
<Rev July 17, 2025>
withheld if this certification is inaccurate.
16.27 Public Information
Pursuant to Texas Government Code Section 2252.907, Successful Respondent is required to make
any information created or exchanged with the State pursuant to the Contract, and not otherwise
excepted from disclosure under the Texas Public Information Act, available in a format that is
accessible by the public at no additional charge to the State. Each State governmental body
Customer should include in their Purchase Agreement any additional terms regarding the specific
format by which Successful Respondent must make the information accessible by the public.
16.28 Suspension and Debarment
Successful Respondent and its principals are not suspended or debarred from doing business with
the federal government as listed in the System for Award Management (SAM) maintained by the
General Services Administration, nor is Successful Respondent subject to any Federal Executive
Orders issued banning certain entities or countries.
16.29 Additional Certifications
Successful Respondent certifies, represents, and warrants that:
(a) it has not received payment from DIR or any of its employees for participating in the
preparation of the Contract;
(b) to the best of its knowledge and belief, there are no suits or proceedings pending or
threatened against or affecting Successful Respondent, which if determined adversely to
Successful Respondent, will have a material adverse effect on the ability to fulfill its
obligations under the Contract;
(c) as of the Effective Date of the Contract, it is not listed in any of the Divestment Statute Lists
published on the Texas Comptroller of Public Accounts webpage
(https://comptroller.texas.gov/purchasing/publications/divestment.php);
(d) all equipment, materials, works, and services to be used in performing and fulfilling the
requirements of the Contract shall be of high professional quality and workmanship and
consistent with or better than applicable industry standards, if any;
(e) it has complied with Texas Government Code Section 556.0055 and its restriction on
lobbying expenditures; and
(f) its receipt of appropriated or other funds under this Agreement is not prohibited by Texas
Government Code Section 556.005 or Section 556.008.
16.30 No False Statements
Successful Respondent represents and warrants that all information provided by Successful
Respondent is current, complete, true, and accurate. During the term of the Contract, Successful
Respondent shall promptly disclose to DIR all changes that occur to the foregoing certifications,
representations, and warranties. Successful Respondent shall fully cooperate in the development
and execution of resulting documentation necessary to maintain an accurate record of the

Appendix A: Standard Contract Terms and Conditions Page 47
<Rev July 17, 2025>
certifications, representations, and warranties and any changes thereto.
16.31 Updates to Certifications
Successful Respondent shall report to the DIR Contract Manager within five (5) Business Days any
change to the information contained in the Certification Statement of Exhibit A of the RFO or
Section 16, Successful Respondent Certifications of this Appendix A to the Contract. Successful
Respondent shall fully cooperate with DIR to update and amend the Contract to accurately
disclose employment of current or former State employees and their relatives and the status of
conflicts of interest.
16.32 Customers May Require Additional Certifications
Successful Respondent acknowledges that each Customer may require additional certifications or
representations in addition to the certifications in this Contract.
<END OF APPENDIX A>

DIR No: DIR-TSO-IC718
INTERLOCAL COOPERATION CONTRACT
for Information Resources Technologies
THIS INTERLOCAL COOPERATION CONTRACT is entered into by and between The City of Santa Fe
Purchasing Division, New Mexico [DIR Customer], with its principal place of business at 2651 Siringo
Road Building H, Santa Fe, NM 87505 and the STATE OF TEXAS, acting by and through the
DEPARTMENT OF INFORMATION RESOURCES, 300 West 15th Street, Suite 1300, Austin, Texas
78701 [DIR], pursuant to the authority granted and in compliance with the provisions of the Interlocal
Cooperation Act, Texas Government Code, Chapter 791 for Texas based Customers and Section 2054.0565,
Texas Government Code, for out of state Customers.
I. STATEMENT OF PURPOSE:
The purpose of this Interlocal Cooperation Contract [Contract] is to allow DIR Customer to purchase
information resources technologies through DIR Contracts.
II. CONSIDERATION:
a. Per the Interlocal Cooperation Act, Texas Government Code,§ 791.025, or other applicable law,
the DIR Customer satisfies the requirement to seek competitive bids for the purchase of goods
and/or services.
b. DIR agrees to allow DIR Customer to procure information resources technologies through
existing Vendor contracts and Vendor contracts that DIR may enter into during the term of this
interlocal cooperation contract, in accordance with specifications submitted through purchase
orders from Customer. All DIR Vendor contracts shall be made available to the DIR Customer
via the DIR Internet web site. DIR Customers utilizing the Cooperative Contracts shall issue a
Purchase Order directly to the relevant Vendor. DIR Customers utilizing a DIR Contract for
which DIR is the fiscal agent, the DIR Customer's Purchase Order shall be issued to DIR.
c. DIR Customer agrees to notify DIR of any substantial problems in quality or service in relations
with a vendor under a DIR vendor contract.
III.PAYMENT FOR GOODS AND SERVICES:
a. DIR Customer shall comply with Chapter 2251, Texas Government Code, or applicable local
law, in making payments to the Vendor. Payment under a DIR Contract shall not foreclose the
right to recover wrongful payments.
b. Payments must be made in accordance with laws and procedures applicable to DIR Customer.
c. DIR Customer agrees to pay the rates and/or prices set by DIR with its vendors. DIR Customer
understands these rates and/or prices include a DIR administrative fee.
d. All purchases executed under a DIR Contract will require a DIR Customer purchase order.
IV. TERM OF CONTRACT:
This Interlocal Cooperation Contract shall begin when fully executed by both parties and shall
continue until terminated.
Department ofInformation Resources Page 1 of3 (DIR rev 12/15/15)

Either party, upon written notice, may terminate this contract on thirty (30) days advance written
notice. Customers shall pay for all goods and services received through the effective date of
termination.
V. GOVERNING LAW AND OTHER REPRESENTATIONS:
DIR Customer:
[ ] Unit of Texas Local Government hereby certifying that is has statutory authority to perform its
duties hereunder pursuant to Chapter---~ Texas _______ Code.
[X] Non-Texas State agency or unit oflocal government of another state hereby certifying that it has
statutory authority to enter in to this Interlocal Agreement and perform its duties hereunder pursuant
to NEW MEXICO STATUTES (NMSA) SECTIONS 13-1-135 COOPERATIVE
PROCUREMENT AUTHORIZED OR 13-1-129 PROCUREMENT UNDER EXISTING
CONTRACTS.
VI. CERTIFYING FUNCTION:
Department of Information Resources acting as the owner of the DIR Contracts hereby certifies the
eligibility of the DIR Customer to use the DIR Contracts.
VII. TERMS AND CONDITIONS FOR OUT OF STATE DIR CUSTOMERS:
SELECTIONS PER THE GOVERNING LAW OF THE OUT OF STATE DIR CUSTOMER:
1. In any issue concerning this Interlocal Contract, or the DIR Contracts, in which DIR is involved
shall be governed by the law of the State of Texas, excluding the conflict oflaw provisions.
2. Exclusive Venue for any litigation whatsoever involving DIR is the state district court of Travis
County, Texas.
3. DIR Customer's use of the DIR Contracts shall be governed by the law of the State of New Mexico,
excluding the conflicts of law provisions.
4. Exclusive Venue for litigation arising between DIR Customer and Vendor from use of the DIR
Contracts is state or federal courts located in Santa Fe, County, NM.
5. The following dispute resolution procedures shall be used to resolve disputes arising from use of
the DIR Contracts: A mutually agreeable alternative dispute resolution method must be sued before
initiation of a judicial action.
VIII. Notification
All notices under this Interlocal Contract shall be sent to a party at the respective address indicated
below.
DIR Customer:
Contact Name: ROBERT RODARTE
Customer Name: THE CITY OF SANTA FE PURCHASING OFFICE
Address: 2651 SIRINGO ROAD BUILDING H
City, State, Zip Code: SANTA FE, NM 87505
Phone Number: 505.955.5712
Facsimile: 505.955.5714
Email: RRODARTE@SANTAFENM.GOV
Department ofInformation Resources Page2 of3 (DIR rev 12/15/15)

This Interlocal Cooperation Contract is executed to be effective as of the date of the last party to sign.
CITY OF SANTA FE PURCHASING OFFICE
Authorized By: __S=1-·gn=atur=e~o=n==F=il~e___
Name: ROBERT RODARTE
Title: PURCHASING OFFICER
Date: 4/1/16
THE STATE OF TEXAS, acting by and through the DEPARTMENT OF INFORMATION
RESOURCES
Authorized By: -~S....ign--=atur~e~on=F=il~e________
Name: Dale Richardson
Title: Chief Operations Officer
Date: 4/12/2016
Office of General Counsel: Signature on File Date: 4/6/2016
Department ofInformation Resources Page 3 of3 (DIR rev 12/15/15)

ACORD® CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/00/YYYY)
~ 8/1/2026 1/30/2026
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED
REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on
this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
PRODUCER Lockton Companies, LLC CONTACT
NAME:
DBA Lockton Insurance Brokers, LLC in CA PHONE I FAX
IAlr Nn Extl• (A/C Nol:
CA license #OF15767 E-MAIL
444 W. 47th St., Ste. 900 ADDRESS:
Kansas City MO 64112-1906 INSURER(S) AFFORDING COVERAGE NAIC#
(816) 960-9000 kcasu@lockton.com INSURER A : National Fire Insurance Co of Hartford 20478
INSURED INSURER B : The Continental Insurance Comoanv 35289
1498390 LANGAN ENGINEERING, ENVIRONMENTAL, SURVEYING,
INSURER c : The Continental Ins Co of New Jersev 42625LANDSCAPE ARCHITECTURE AND GEOLOGY, D.P.C.
300 KIMBALL DRIVE, 4TH FLOOR INSURERD :
PARSIPPANY NJ 07054 INSURERE :
BROCK SAYLOR INSURERF :
COVERAGES CERTIFICATE NUMBER: 22962906 REVISION NUMBER: xxxxxxx
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TYPE OF INSURANCE ADDL SUBR POLICYEFF POLICY EXP LIMITSLTR IN"n lwvn POLICY NUMBER IMM/DD/YYYYI IMM/DD/YYYYI
A X COMMERCIAL GENERAL LIABILITY y y 7014708217 8/1/2025 8/1/2026 EACH OCCURRENCE s 1.000 000
D CLAIMs-MAOE [i] OCCUR DAMAuE T1y1RENTED s 500 000PREMISES Ea occurrencel
,-- MED EXP (Any one person) s 15.000
PERSONAL & ADV INJURY
- s 1.000.000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE s 2 000 000
Fl [x] PRO- □ LOC s 2.000.000POLICY X JECT PRODUCTS - COMP/OP AGG
OTHER: $
A AUTOMOBILE LIABILITY N y 6016359856 8/1/2025 8/1/2026 COMBINED SINGLE LIMIT s 1.000 000(Ea accidentl,--
X ANY AUTO BODILY INJURY (Per person) SX)xxxxx
-OWNED SCHEDULED BODILY INJURY (Per accident) $ AXXxxYY,-- AUTOS ONLY ,-- AUTOS
X HIRED X NON-OWNED PROPERTY DAMAGE $ xxxxxxxAUTOS ONLY AUTOS ONLY /Per accident)
- - $ xxxxxxx
B X UMBRELLA LIAB
MOCCUR N N 6045964169 8/1/2025 8/1/2026 EACH OCCURRENCE s 1.000 000
EXCESSLIAB CLAIMs-MAOE AGGREGATE s 1.000 000
DED I X I RETENTION s 10 000 $ xxxxxxx
WORKERS COMPENSATION y I PER I I OTH-
B AND EMPLOYERS' LIABILITY 6016359842 ~OS) 8/1/2025 8/1/2026 X STATUTE ER
B Y/N 6016359873 CA 8/1/2025 8/1/2026 1.000 000B ANY PROPRIETOR.PARTNER/EXECUTIVE
Cm N/A 6057485432 8/1/2025 8/1/2026 E.L. EACH ACCIDENT $
OFFICER/MEMBER EXCLUDED?
(Mandatory In NH) E.L. DISEASE - EA EMPLOYEE $ 1.000 000
If yes, describe under
DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT $ 1.000 000
C PROF LIAB INCL. POLL N N AEH591971277. 8/1/2025 8/1/2026 $1,000,000 PER CLAIM/AGO
LIAB
DESCRIPTION OF OPERATIONS/ LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schadule, may be attached If more apace la required)
RE: LANGAN PROJECT #620079800 - SANTA FE EAM & GIS SERVICES. CITY OF SANTA FE THEIR OFFICIALS, OFFICERS, AND EMPLOYEES ARE ADDITIONAL INSUREDS AS
RESPECTS GENERAL LIABILITY,AS REQUIRED BY WRITTEN CONTRACT. WAIVER OF SUBROGATION APPLIES TO GENERAL LIABILITY,AUTO LIABILITY AND WORKERS
COMPENSATION/EMPLOYER'S LIABILITY WHERE ALLOWED BY STATE LAW AND AS REQUIRED BY WRITTEN CONTRACT. THIRTY (30) DAYS NOTICE OF CANCELLATION BY
THE INSURER FOR REASONS OTHER THAN NON-PAYMENT OF PREMIUM WILL BE PROVIDED TO THE CERTIFICATE HOLDER. EFFECTIVE UPON FINAL EXECUTION OF THE
CONTRACT.
CERTIFICATE HOLDER
22962906
CITY OF SANTA FE
P.O.BOX909
SANTA FE NM 87504-0909
ACORD 25 (2016/03)
CANCELLATION
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
ACCORDANCE WITH THE POLICY PROVISIONS.
015ACORD CORPORATION. All rights reserved.
The ACORD name and logo are registered marks of ACORD

GB-Langan_Memo,_contract,_attachments_sign
ed_by_PW
Final Audit Report
Created:
By:
Status:
Transaction ID:
Documents:
2026-06-04
AP (aeperez@santafenm.gov)
Canceled / Declined
CBJCHBCAABMyc4hGWW16zhxgAyeJZSTX7dWYR6pd33H
Langan_Memo,_contract,_attachments_signed_by_PW.pdf (98 pages)
2026-06-12
"GB-Langan_Memo,_contract,_attachments_signed_by_PW" His
tory
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