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HomeMy WebLinkAboutC2017-237 - 8/8/2017 - Approved INCUMBENCY CERTIFICATE (Master Lease Agreement) I,the undersigned being the duly appointed and acting Secretary or Clerk of State Of Texas,City of Corpus Christi, Texas ("Lessee"), DO HEREBY CERTIFY that(i) I have custody of the records of Lessee; and (ii) based on an examination of such records of Lessee as of the date set forth below, the following persons in the respective capacities indicated opposite their names have been authorized to execute, with full authority to bind the Lessee to the Master Lease Agreement between Lessee and HEWLETT-PACKARD FINANCIAL SERVICES COMPANY as lessor("Master Agreement"), and all other agreements,documents and instruments executed and delivered and to be executed and delivered in connection therewith, including without limitation, the Master Agreement, any Schedules and Acceptance Certificates (as such terms are defined in the Master Agreement; collectively referred to as the "Documents"); and (iii)the signature set forth opposite such individual's name and title/office is the true and authentic signature of that individual; and, (iv) each such individual has (and had on the date each such individual affixed his or her signature to the Documents)the authority to enter into the Documents on behalf of the Lessee. Name Title/Office Signature I?; €et, e r• AssA- r. r,rvtne; Scnr. ry-s ria. Pe iraSA__ Pro c4.rc r v 3e(► n Q ?litre-Ado D i rcc-For off IiNfo.'f-u j►• '11,6d7::. On behalf of Lessee, I hereby certify the due and effective ratification,approval,and confirmation of all such acts and things that any of the above-referenced persons has done or may do in connection with the matters outlined above prior or subsequent to the date of this Certificate. I do further certify that the foregoing authority shall remain in full force and effect,and HEWLETT-PACKARD FINANCIAL SERVICES COMPANY shall be entitled to rely upon same, until written notice of the modification, rescission or revocation of same, in whole or in part, has been delivered to HEWLETT-PACKARD FINANCIAL SERVICES COMPANY, but no such modification, rescission or revocation shall, in any event, be effective with respect to any documents executed or actions taken in reliance upon the foregoing authority prior to the delivery to HEWLETT-PACKARD FINANCIAL SERVICES COMPANY of said written notice of said modification, rescission or revocation. The execution and delivery of the Documents for and on behalf of Lessee is not prohibited or in any manner restricted by any law, ordinance or regulation. IN WITNESS WHEREOF, I h ve duly executed this Incumbency Certificate and affixed Lessee's seal hereto this 10 f''' day of ON-o- e✓ , 2017. Secretary/Clerk or duly elected or appointed and acting officer(or duly authorized designee of such officer)of SEAL CITY OF CORPUS CHRISTI,TEXAS Signature: Rd°,ef..,"-/--t c f, Print Name: Title: [PLEASE NOTE: THE GENERAL PURPOSE OF THIS DOCUMENT IS TO AUTHORIZE INDIVIDUALS TO SIGN THE LEASE DOCUMENTS. CONSEQUENTLY, THE PERSON PROVIDING THE AUTHORIZATION CANNOT HIM OR HERSELF BE ONE OF THE SIGNERS OF THE LEASE DOCUMENTS.—I.E. CANNOT AUTHORIZE HIM OR HERSELF]. 2017-237 I"1��1 ( I b AU tiUKIci, 8/08/17 M2017-116 Sy cutp101:"bercy I I- 2 Hewlett-Packard Financial � INDEXEDSECRETA City of Corpus Christi 1201 Leopard Street { q Corpus Christi,TX 78401 0,101:4N,1 r_ forward.cctexas.com '� 1 August 8, 2017 Motion: M2017-116 lei File Number: 17-0560 Enactment Number: M2017-116 Motion authorizing the City Manager, or designee, to execute lease-purchase agreements with Hewlett Packard Enterprise Financial Services, of Berkeley Heights, New Jersey, for approximately 575 desktop computers for a lease-purchase term of 48-months, 420 laptop computers for a lease-purchase term of 36-months and peripherals, respectively, in accordance with the State of Texas cooperative purchasing program DIR-TSO-2538 for a total expenditure not to exceed $1,190,712; and to purchase ten servers and 300 monitors for an amount $92,850. No funds are required for FY2016-17; however, the total expenditure not to exceed $1,283,562 will be requested in future budget years. At a meeting of the City Council on 8/8/2017, this Motion was passed. Aye: 9 Mayor McComb, Council Member Garza, Council Member Guajardo, Council Member Hunter, Council Member Lindsey-Opel, Council Member Molina, Council Member Rubio, Council Member Smith, and Council Member Vaughn Abstained: 0 Joe4‘ omb, Mayor Attest: Rejteie,&1-11,,e14-7-‘ Rebecca Huerta, City Secretary City of Corpus Christi Printed on 8/10/17 INDEXED CERTIFICATE OF INTERESTED PARTIES FORM 1295 1of1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-211672 Hewlett Packard Enterprise Financial Services Berkeley Heights,NJ United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 05/22/2017 being filed. City of Corpus Christi,Texas Datekno ledged: 10��► ��11 g Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. 17-0560 Finance Computer Assets 4 Nature of interest Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 AFFIDAVIT 1 swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. IDA A. BRUNO NOTARY PUBLIC1 ,�� .` ,�-� • STATE OF NEW JERSEY Signature of authorized agent of contracting business entity MY COMMISSION.EXPIRES NOV.30,2020 AFFIX NOTARY STAMP I SEAL ABOVE Sworn to3nd subscribed before me,by the said �, I }'\( l'r 'tit a3t/t./ ! ,this the � day of /(y( 20 i 't ,to certify which,witness my hand and seal of office. v .!' ,i 4 /3"--a-1,4" (.>r/' Signatt re of officer administering oath Printed name of officer administering oath Title of officer administering oath i . . DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES HEWLETT-PACKARD COMPANY - 1. Introduction A. Parties This Contract for Products and Related Services ("Contract") is entered into between the State of Texas ("State"), acting by and through the Department of Information Resources ("DIR") with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and Hewlett-Packard Company with its principal place of business at 3000 Hanover Street, Palo Alto, CA 94304. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State. DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business Daily,Request for Offer(RFO)DIR-TSO-TMP-211, on November 22,2013, for Hewlett- Packard Manufacturer Branded Hardware,Software and Related Services. Upon execution of this Contract,a notice of award for RFO DIR-TSO-TMP-211 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence This Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Customer Agreement for Software Licensing and Software and Hardware Support and any negotiated and agreed Customer Statements of Work;Appendix E,Terms for Software-as-a-Service and NonStop Products and Services; then Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP-211, including all addenda; and Exhibit 2,RFO DIR-TSO-TMP-211, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions.In the event of a conflict between the documents listed in this paragraph related to purchases, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Appendix D, any negotiated and agreed Customer Statements of Work,then Appendix E,then Exhibit 1,and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The term of this Contract shall be one(1)year commencing on the last date of approval by DIR and Vendor ("Effective Date"). Prior to expiration of the original term, DIR and Vendor may extend the Contract upon mutual agreement, by amendment for up to three (3) optional one-year terms. 10/30/13 Page 1 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 3. Product and Service Offerings A. Products Products available under this Contract are limited to Hewlett-Packard Manufacturer Branded Hardware and Software and as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering;however, any changes must be within the scope of the RFO and products awarded based on the posting described in Section 1.B above. Vendor may not add a manufacturer's product line which was not included in the Vendor's response to the solicitation described in Section 1.B above. B. Services Services available under this Contract are limited to Services and Support related to Hewlett-Packard Hardware and/or Software as specified in the RFO and Appendix C, Pricing Index. Vendor may incorporate changes to their service offering;however, any changes must be within the scope of services awarded based on the posting described in Section 1.B above. The parties agree that Leasing Services, Managed Print Services and Cloud Services will be further negotiated following execution of this Contract for inclusion by amendment upon agreement of terms and conditions of both parties. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders,Invoices and Payment, and as set forth in Appendix C,Pricing Index, and shall include the DIR Administrative Fee. 5. DIR Administrative Fee A)The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is one half of one percent (.50%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling$100,000 shall be $500.00. B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated by Vendor in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Dana L. Collins, CTPM, CTCM Manager, Contracts& Vendor Management Technology and Sourcing Office Department of Information Resources 300 W. 15th St., Suite 1300 Austin, Texas 78701 10/30/13 Page 2 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 Phone: (512) 475-4700 Facsimile: (512) 475-4759 If sent to the Vendor: Public Sector Legal Counsel Hewlett-Packard Company 5400 Legacy Drive Plano, Texas 75024 Phone: (972) 605-3075 Facsimile: (972) 605-3491 7. Software License and Service Agreements A. Software License Agreement 1) Customers acquiring software licenses under the Contract shall hold, use and operate such software subject to compliance with the Software License Agreement set forth in this Section 7 and Appendices D and E of this Contract. No changes to the Software License Agreement terms and conditions may be made unless previously agreed to between Vendor and DIR. Customers may not add, delete or alter any of the Software license terms language in this Section 7 and Appendix D. Vendor and Order Fulfiller shall make the Software License Agreement terms and conditions available to all Customers at all times. 2) Compliance with the Software License Agreement is the responsibility of the Customer. DIR shall not be responsible for any Customer's compliance with the Software License Agreement.If DIR purchases software licenses for its own use under this Contract, it shall be responsible for its compliance with the Software License Agreement terms and conditions. B. Shrink/Click-wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and.Vendor for HP Branded Software.Any purchases of third party Software shall be subject to the third party's license terms. It is the Customer's responsibility to read the third party Shrink/Click-Wrap License Agreement and determine if the Customer accepts the license terms. Customers are bound by, and will abide by such third party Shrink/Click-wrap License terms unless the Customer does not agree with the license terms, then Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-Wrap License Agreement language from the software publisher, which the parties shall agree to in writing. 10/30/13 Page 3 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 C. Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement as set forth in Appendix D of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Vendor and DIR. D. Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License Agreements, Service Agreements, or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. 8. Authorized Exceptions to Appendix A for Products and Related Services A. Section 3.Definitions is hereby replaced in its entirety as follows: A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code; any local government as authorized through the Interlocal Cooperation Act, Chapter 791, Texas Government Code, and the state agencies and political subdivisions of other states as authorized by Section 2054.0565,Texas Government Code and,except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Code to mean: 1) A non-profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; 4) A group, including a faith-based group, that enters into a financial or non- financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; 6) A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low-income households in civil matters; 7) The Texas Boll Weevil Eradication Foundation,Inc.,or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74.1011, Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students and their families; and 9) A nonprofit organization that provides affordable housing. 10/30/13 Page 4 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 B. Compliance Check—an audit of Vendor's compliance with the Contract may be performed by, but not limited to, a third party auditor, DIR Internal Audit department, or DIR contract management staff or their designees. C. Contract—the document executed between DIR and Vendor into which this Appendix A is incorporated. D. CPA—refers to the Texas Comptroller of Public Accounts. E. Day—shall mean business days, Monday through Friday, except for State and Federal holidays, unless otherwise specified as calendar days. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. F. Order Fulfiller—the party, either Vendor or a party that may be designated by Vendor,who is fulfilling a Purchase Order pursuant to the Contract. G. Purchase Order or Order - the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). H. State—refers to the State of Texas. I. Affiliate of a party means an entity controlling,controlled by,or under common control with, that party. J. HP Branded means Products and Services bearing a trademark of service mark of Hewlett-Packard Company or any Hewlett-Packard Company Affiliate. K. Product means hardware and software listed in HP's standard price list at the time of HP's acceptance of Customer purchase order, and including products that are modified, altered, or customized to meet Customer requirements ("Custom Products"). L. Technical Service means integration or other technical or customizable services performed by HP under a Statement of Work or other Supporting Materials. M. Service means Support and Technical Services. N. Specification means technical information about Products published in HP Product manuals,user documentation,and technical data sheets in effect on the date HP delivers Products to Customer. O. Support means hardware maintenance and repair, software maintenance, training, installation and configuration, and other standard support services provided by HP,and includes"Custom Support,"which is any agreed non-standard Support as described in a Statement of Work. P. Supporting Material may include (as examples) product lists, hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, Statements of Work, published warranties and service level agreements, and may be available to Customer in hard copy or by accessing a designated Vendor website. Q. Contractor means Hewlett-Packard Company, excluding Order Fulfillers. B. Section 4. General Provisions, A. Entire Agreement is hereby replaced in its entirety as follows: A. Entire Agreement 10/30/13 Page 5 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 The documents set forth in Contract section 1.0 (Order of Precedence) constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract documents. C. Section 4. General Provisions, B. Modification of Contract Terms and/or Amendments,2) is hereby replaced in its entirety as follows: 2) Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Order Fulfiller may be added in a Purchase Order or Statement of Work and given effect. No additional term or condition added in a Purchase Order issued by a Customer can conflict with or diminish a term or condition of the Contract.Pre-printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer's Purchase Order and the Contract, the Contract term shall control. D. Section 5.Intellectual Property Matters,A.Definitions, 1) is hereby replaced in its entirety as follows: 1) "Work Product" or"Deliverables" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible items or things that have been prepared, created, developed, invented or conceived at any time following the effective date of the Contract. E. Section 5.Intellectual Property Matters,A.Definitions,3) is hereby replaced in its entirety as follows: 3) "Statement of Work" means a document signed by Customer and Vendor describing a specific set of activities and/or deliverables. F. Section 5.Intellectual Property Matters,A.Definitions,4) is hereby replaced in its entirety as follows: 4) "Third Party IP" means the Intellectual Property Rights of any third party that is not a party to this Contract. G. Section 5.Intellectual Property Matters,A.Definitions,5) is hereby replaced in its entirety as follows: 5) "Vendor IP"means,as between Vendor and Customer,Vendor's ownership of all materials,software(whether written or machine-readable)and the copyrights, patents, trademarks, trade secrets and all other(a) owned by or licensed to Vendor or one of its Affiliates prior to the Effective Date of the Contract; (b)all Intellectual Property Rights developed by Vendor or one of its Affiliates outside the scope of 10/30/13 Page 6 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 this Contract, and (c) all modifications, enhancements, and derivative works thereof. H. Section 5.Intellectual Property Matters,B. Ownership is hereby replaced in its entirety as follows: B. Ownership As between Vendor and Customer, a) The Deliverable(s) and all Intellectual Property Rights associated with those Deliverable(s) will be owned by the Vendor at creation and will not be considered works made for hire. The Vendor grants to the Customer a non- exclusive,royalty-free, site-wide,irrevocable license to use,copy, and distribute the Deliverable(s) and related documentation according to the terms and conditions of this Contract and Supporting Materials. For the purposes of this license, "site-wide" includes any State of Texas office regardless of its physical location. Customer may further sublicense those Deliverables to its Affiliates or third party service providers, strictly in furtherance of Customer's internal use. b) The State may modify the Deliverable(s) and may combine such with other programs or materials to form a derivative work.The State will own and hold all) copyright, trademark, patent and other intellectual property rights in any derivative work, excluding any rights or interest in the Deliverable(s) other than those granted in this Contract. c) The State may copy the Deliverable(s)to multiple hard drives or networks. d) The State may copy the Deliverable(s) in the course of routine backups for the purpose of recovery. e) In the event that the Vendor ceases to conduct business, or ceases to support the Deliverable(s), the State's license will not cease. The license may be terminated if used in a manner that would violate the terms of this Contract and Supporting Material. f) Notwithstanding the license grants, any Third Party IP incorporated into any licensed Deliverable(s) will be subject to the license terms applicable to such Third Party IP. g) The State and the Vendor will continue to own their respective Intellectual Property Rights developed before entering into the Contract or developed outside the scope of this Contract, and all modifications or derivative works thereof.Any software licensed through the Vendor and sold to the State will be licensed directly to the State. Section 5.Intellectual Property Matters, C. Further Actions is hereby replaced in its entirety as follows: C. Further Actions Vendor,upon request and without further consideration, shall perform any acts that may be deemed reasonably necessary or desirable by Customer to evidence more fullythe transfer of ownership and/or registration of applicable Intellectual Property Rights in the Work Product to Customer including but not limited to the 10/30/13 Page 7 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 execution, acknowledgement and delivery of such further documents in a form agreed by the parties. J. Section 5. Intellectual Property Matters,D. Waiver of Moral Rights is hereby replaced in its entirety as follows: D. Waiver of Moral Rights Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in any portion of the Work Product that contains"Customer"content, which Vendor may now have or which may accrue to Vendor'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. However, Vendor does not waive any Moral Rights or rights in the Work Product for any Software or templates that Vendor may deliver as part of the Services. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term"Moral Rights"shall mean 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 such right is denominated or referred to as a moral right. K. Section 5. Intellectual Property Matters, E. Confidentiality is hereby replaced in its entirety as follows: E. Confidentiality In the performance of the Services hereunder, either party may receive or have access to documents, technical information, information about product plans and strategies, promotions, customers, and related technical, financial or business information,which the disclosing party considers to be the confidential information of that party or its third party contractors or suppliers("Confidential Information"). The following will apply to any such Confidential Information to the extent consistent with the Texas Public Information Act and its trade secret exemptions: 1) Before any Confidential Information is disclosed,the parties will first agree to disclose and receive such information in confidence. If then disclosed, the Confidential Information will be marked as confidential at the time of disclosure, or if disclosed orally but stated to be confidential,will be designated as confidential in a writing by the disclosing party summarizing the Confidential Information disclosed and sent to the receiving party within thirty (30) days after such oral disclosure; 2) Confidential Information may be used by the receiving party only with respect to the performance of its obligations under this Contract, and only by the employees or contractors of the receiving party and its employees, agents or contractors who have a need to know such information for purposes of this Contract. The receiving party will protect, and will ensure that its employees, 10/30/13 Page 8 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 agents and contractors will protect, the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the receiving party uses to protect its own confidential information of a like nature; 3) The receiving party's confidentiality obligation will be for a period of three (3)years after the date of disclosure. 4) The confidentiality obligations of the parties will not extend to information that: a) was in the receiving party's possession before receipt from the disclosing party; b) is or becomes publicly known without breach by the receiving party; c) is rightfully received by the receiving party from a third party without a duty of confidentiality; d) is independently developed or learned by the receiving party; e) is disclosed by the receiving party with the disclosing party's prior written approval; or f) is required to be disclosed pursuant to the Texas Public Information Act and its trade secret exemptions. L. Section 5.Intellectual Property Matters,F.Injunctive Relief is hereby replaced in its entirety as follows: F. Injunctive Relief The Contract is intended to protect both parties' proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to the non-breaching party. Therefore, to the extent authorized by Texas Law and Constitution, both parties' acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract, upon a request by the non-breaching party, without requiring proof of irreparable injury as same should be presumed. M. Section 5. Intellectual Property Matters, G.Return of Materials Pertaining to Work Product is hereby replaced in its entirety as follows: G.Return of Materials Pertaining to Work Product Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work, Vendor shall surrender to Customer 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 all other documents or materials (and copies of same) generated or developed by Vendor, including all materials embodying the Work Product, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete for which the Customer has paid all undisputed sums and any other 10/30/13 Page 9 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 documents or Confidential Information furnished by Customer to Vendor. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertains to the Work Product. N. Section 5. Intellectual Property Matters, I. Third-Party Underlying and Derivative Works is hereby replaced in its entirety as follows: I. Third-Party Underlying and Derivative Works In all instances, in its' SOW or quote, and before contracting with a customer the Vendor will disclose the use or incorporation of any Third Party IP into the Work Product or Deliverables and a description of the ownership and use rights that will be provided to the Customer. At the time of delivery, the Vendor will provide in writing the name and use of any Third Party IP, including information regarding the Vendor's authorization to include and utilize such Third Party IP. The notice shall include a copy of any ownership agreement or license that authorizes the Vendor to use the Third Party IP, If Vendor procures any Third Party IP for the State,then Vendor must assign or otherwise transfer to the State,or afford the State the benefits of, any license rights, including the manufacturer's warranty, for the Third Party IP. 0. Section 5. Intellectual Property Matters, J. Agreement with Subcontracts is hereby replaced in its entirety as follows: J. Agreement with Subcontracts Vendor 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 employees,agents,consultants, contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product,and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon request. Vendor may redact confidential information,but in any event must provide copies sufficient to ensure Vendor's compliance with this section. P. Section 5. Intellectual Property Matters, L. Vendor Development Rights is hereby replaced in its entirety as follows: L. Vendor Development Rights To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself,or for others,materials which are competitive with those produced as a result of the Services provided hereunder,provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. 10/30/13 Page 10 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 Q. Section 6. Product Terms and Conditions, B. Purchase of Commodity Items (Applicable to State Agency Purchases Only), 3) is hereby replaced in its entirety as follows: 3) Vendor agrees to coordinate all State agency commodity item sales through existing DIR contracts. Institutions of higher education are exempt from this Subsection 6.B. R. Section 7. Contract Fulfillment and Promotion, C. Product Warranty and Return Policies is hereby replaced in its entirety as follows: C.Product Warranty and Return Policies Order Fulfiller will adhere to the Vendor's then-currently published policies concerning Product warranties and returns. Product warranty and return policies for Customers will not be more restrictive than warranty and return policies for other similarly situated Customers for like products, or more costly consistent with section 8.C.3. S. Section 7. Contract Fulfillment and Promotion,E.Internet Access to Contract and Pricing Information 1) is hereby replaced in its entirety as follows: 1) Vendor Website Within thirty(30) calendar days of the effective date of the Contract, Vendor will establish and maintain a website specific to the product and service offerings under the Contract which is clearly distinguishable from other, non-DIR Contract offerings at Vendor's website. The website must include the product and services offered, product and service specifications, specific contract pricing expressed in dollars based upon Contract discounts off MSRP or List Price, designated Order Fulfillers,, contact information for Vendor and designated Order Fulfillers, instructions for obtaining quotes and placing Purchase Orders, and warranty and return policies.The Vendor's website shall list the DIR Contract number,reference the DIR Information and Communications Technology Cooperative Contracts program, display the DIR logo in accordance with the requirements in paragraph F of this Section, and contain a link to the DIR website for the Contract. T. Section 7. Contract Fulfillment and Promotion,E.Internet Access to Contract and Pricing Information 3) is hereby replaced in its entirety as follows: 3) Website Compliance Checks Periodic compliance checks of the information posted for the Contract on Vendor's website will be conducted by DIR. Upon request by DIR, Vendor shall use commercially reasonable efforts to provide verifiable documentation that pricing listed upon this website is compliant with the pricing as stated in the Contract. U. Section 7.Contract Fulfillment and Promotion,E.Internet Access to Contract and Pricing Information 5) is hereby replaced in its entirety as follows: 10/30/13 Page 11 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 5)Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the purpose of implementing or marketing the Contract and shall not be disseminated to third parties or used for other marketing purposes. The Contract constitutes a public document under the laws of the State, which can be publicly accessed through the DIR site. V. Section 8. Pricing, Purchase Orders, Invoices, and Payments, B. Customer Discount is hereby replaced in its entirety as follows: B. Customer Discount The minimum Customer discount for all products and services will be the percentage off MSRP as specified in Appendix C, Pricing Index. Pricing includes the DIR administrative fee specified in Section 5. W. Section 8. Pricing, Purchase Orders, Invoices, and Payments, C. Customer Price,3) is hereby replaced in its entirety as follows: 3)During the Contract term,if pricing for products,specific product configurations, or services available under this Contract is provided by the Contractor at a lower price to: (i) an eligible Texas Customer who is not purchasing those products, specific product configurations, or services under this Contract or (ii) to any other entity or consortia authorized by Texas law to sell said products and services to eligible Texas Customers, under like terms and conditions provided for the State for those commodities and services under this Contract, then the available Customer Price in this Contract shall be adjusted to that lower price. This requirement only applies to products, specific product configurations, or services quoted by Contractor for a quantity of one (1) under like terms and conditions, and does not apply to volume or special pricing purchases. To the extent that either party identifies and confirms that better pricing is offered by Contractor in accordance with this section, both parties will utilize best efforts to amend this Contract within ten(10)days to reflect the lower price.Any Contract price changes pursuant to this section shall be effective for all transactions between Contractor and DIR Customers entered into on or after the date that the transaction, including the lower price was entered into. X. Section 8. Pricing, Purchase Orders, Invoices, and Payments, I. Purchase Orders is hereby replaced in its entirety as follows: I. Purchase Orders All Customer Purchase Orders will be placed directly with the Order Fulfiller. Negotiated and agreed Statements of Work shall be considered incorporated into the Customer Purchase Orders, if applicable. Accurate Purchase Orders shall be effective and binding upon Order Fulfiller when accepted by Order Fulfiller. 10/30/13 Page 12 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 Y. Section 8.Pricing,Purchase Orders,Invoices, and Payments,K. Payments is hereby replaced in its entirety as follows: K.Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Vendor or Order Fulfiller. The statute states that payments for goods and services are due thirty (30) calendar days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. Any applicable payment schedule, as negotiated by the parties, will be set forth in the Statement of Work, if applicable. Any Services provided on a time and expense basis will be invoiced monthly, unless otherwise agreed in the Statement of Work or Support Material. Z. Section 9. Contract Administration, A. Contract Managers, 2) is hereby replaced in its entirety as follows: 2) Vendor Contract Manager Vendor shall provide a dedicated Contract Manager whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii) facilitating dispute resolution between an Order Fulfiller and a Customer, and iii) advising DIR of Order Fulfillers performance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then-current Contract Manager if the assigned Contract Manager is not, in the reasonable opinion of DIR,adequately serving the needs of the State. In such an event,Vendor requests thirty(30) calendar days' notice. AA. Section 9.Contract Administration,C.Records and Audit,1)is hereby replaced in its entirety as follows: The following requirement is subject to Chapter 321, Texas Government Code. 1)Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, or any successor agency or designee to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor or designee in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a Vendor 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. 10/30/13 Page 13 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 BB. Section 10. Vendor Responsibilities, A. Indemnification, 2) is hereby replaced in its entirety as follows: 2) Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS,AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES,AND EXPENSES arising out of; or resulting from any acts or omissions of the Vendor or its agents, employees, subcontractors, Order Fulfillers, or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. CC. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements, a) is hereby replaced in its entirety as follows: a) VENDOR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND CUSTOMERS, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL THIRD PARTY CLAIMS, WHICH PERTAIN TO HP BRANDED PRODUCTS AND SERVICES, INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, COPYRIGHTS, TRADE AND SERVICE MARKS, AND ANY OTHER INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES, VENDOR—NEGOTIATED SETTLEMENT AMOUNTS, AND COURT-AWARDED DAMAGES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. DD. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements, b) is hereby replaced in its entirety as follows: 10/30/13 Page 14 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 b) Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i) use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor's written approval, (iii) any modifications made to the product by the Vendor pursuant to Customer's specific instructions, • (iv) any intellectual property right owned by or licensed to Customer, (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement, or (vi) use of the product or service in combination with product or services not provided under the Contract. EE. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements, d) is hereby added in its entirety as follows: d) Vendor will transfer to Customer any third party intellectual property infringement indemnification for non-HP Branded Products, Software, and Services delivered under the Contract and transferable to Customer. FF. Section 10. Vendor Responsibilities,I. Security of Premises,Equipment,Data and Personnel is hereby replaced in its entirety as follows: I. Security of Premises,Equipment,Data and Personnel Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data,files and/or materials(collectively referred to as"Data") belonging to the Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety,security,and the integrity of the personnel,premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer.Vendor and/or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is caused by its employees or subcontractors. If a Vendor and/or Order Fulfiller fails to comply with Customer's security requirements, then Customer may terminate its Purchase Order and related Service Agreement subject to the terms of subsections 11.B.(4), (5), and(6) of Appendix A. GG. Section 10. Vendor Responsibilities, K. Limitation of Liability is hereby replaced in its entirety as follows: K. Limitation of Liability For any claim or cause of action arising under or related to the Contract: i) to the extent permitted by the Constitution and the laws of the State of Texas, none of the parties shall be liableto the other for punitive, special, incidental, indirect, lost revenue or lost profits, or consequential damages, whether arising in contract, tort (including negligence) or otherwise even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action or 10/30/13 Page 15 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 $1,000,000, whichever is greater. However, this limitation of Vendor's liability shall not apply to claims of patent,trademark, or copyright infringement. In the event the Customer determines a need for additional insurance or liability caps, Customer shall indicate said additional need for inclusion in the Statement of Work or Vendor Purchase Order. 1111. Section 10.Vendor Responsibilities,N.Required Insurance Coverage is hereby replaced in its entirety as follows: N.Required Insurance Coverage As a condition of this Contract with DIR,Vendor shall provide the listed insurance coverage within 5 days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises and/or use employer vehicles to conduct work on behalf of Customers.In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein, and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that are A- rated by A.M. Best, licensed in the State of Texas, and authorized to provide the corresponding coverage. With the exception of Workers' Compensation/ Employers' Liability, the Customer and DIR will be included as Additional Insureds on all required coverage.Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under.The minimum acceptable insurance provisions are as follows: 1) Commercial General Liability Commercial General Liability must include a combined single limit of$1,000,000 per occurrence for coverage A, B, & C including products/ completed operations, where appropriate, with a separate aggregate limit of $2,000,000.00 [Medical Expense each person: $5,000; Personal Injury and Advertising Liability: $1,000,000; Products/Completed Operations Aggregate Limit: $2,000,000; Damage to Premises Rented to You: $50,000]. Agencies 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) State of Texas,DIR and Customer included as an additional insured; and d)Waiver of Transfer Right of Recovery Against Others in favor of DIR and/or Customer. 2) Workers' Compensation Insurance WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH 10/30/13 Page 16 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 STATUTORY BENEFITS OUTLINED IN THE TEXAS WORKERS' COMPENSATION ACT (ART. 8308-1.01 ET SEQ. TEX. REV. CIV. STAT) AND MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,000 BODILY INJURY PER ACCIDENT, $1,000,000 BODILY INJURY DISEASE POLICY LIMIT AND $1,000,000 PER DISEASE PER EMPLOYEE. 3) 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. Alternative acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least $100,000 property damage liability per accident. The policy shall contain the following endorsements in favor of DIR and/or Customer: a) Waiver of Subrogation; and b) Additional Insured. II. Section 11. Contract Enforcement,B. Enforcement, 1) Termination for Non- Appropriation by Customer, is hereby replaced in its entirety as follows: 1) Termination for Non-Appropriation a) Termination for Non-Appropriation by Customer Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i)by the governing body on behalf of local governments, or; ii) by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non-appropriation, Vendor and/or Order Fulfiller will be provided thirty (30) calendar days written notice of intent to terminate.Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services, they are obligated to pay for the product or services or they may return the product and discontinue using services under any return provisions that Vendor offers. In the event of such termination, the Customer will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract (except for Products shipped and Support and Services performed to the extent funds are available for payment), nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. b) Termination for Non-Appropriation by DIR DIR may terminate Contract if funds sufficient to pay its obligations under the Contract are not appropriated:by the i)Texas legislature,or ii)by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non-appropriation, Vendor and/or Order Fulfiller will be provided thirty (30) calendar days written notice of intent to terminate. In the event of such termination, DIR will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract (except for Products 10/30/13 Page 17 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 shipped and Support and Services performed to the extent funds are available for payment), nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. JJ. Section 11.Contract Enforcement,B.Enforcement,4)Termination for Cause, b) is hereby replaced in its entirety as follows: b) Purchase Order Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence of a material breach of any term or condition: (i) of the Contract, or(ii) included in the Purchase Order in accordance with Section 11.B. of Appendix A, upon the following preconditions: first, the parties must comply with the requirements of Chapter 2260,Texas Government Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non-defaulting party shall give the defaulting party thirty(30)calendar days from receipt of notice to cure said default.If the defaulting party fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Purchase Order. KK. Section 11. Contract Enforcement,B. Enforcement, 6) is hereby replaced in its entirety as follows: 6) Vendor or Order Fulfiller Rights Under Termination In the event a Purchase Order or corresponding Statement of Work (if applicable) expires or is terminated, a Customer shall pay: 1) all amounts due for Products or Services ordered prior to the effective termination date and ultimately accepted, 2) any applicable early termination fees agreed to in such Purchase Order or Statement of Work; and 3) any travel charges and expenses incurred by Vendor and agreed in a Purchase Order or Statement of Work prior to incurring the charges or expenses. LL. Section 11. Contract Enforcement, C. Force Majeure is hereby replaced in its entirety as follows: C.Force Majeure DIR, Customer, Vendor, or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike,war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are.within the party's control to ensure performance and to shorten the duration 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 provision, such non-performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller 10/30/13 Page 18 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. MM. Section 14.Additional Terms are hereby added in its entirety as follows: 14.Additional Terms A. Products a)Title. Risk of loss or damage and title for Hardware Products will pass upon delivery to Customer or its designee. Where permitted by law, Vendor retains a security interest in Products sold until full payment is received. b) Delivery. Vendor will use all commercially reasonable efforts to deliver Products in a timely manner. Vendor may elect to deliver Software and related product/license information by electronic transmission or via download. c) Installation. If Vendor is providing installation with the Product purchase, Vendor's site guidelines (available upon request) will describe Customer requirements. Vendor will conduct its standard installation and test procedures to confirm completion and acceptance by customer. d)Product Performance. All HP Branded Hardware Products are covered by Vendor's limited warranty statements that are provided with the products or otherwise made available.Hardware warranties begin on the date of delivery or if applicable, upon completion of Vendor installation, or (where Customer delays Vendor installation)at the latest 30 days from the date of delivery. Non- Vendor branded products receive warranty coverage as provided by the relevant third party supplier. e) Product Warranty Claims. When Vendor receives a valid warranty claim for a Vendor Hardware or Software Product, Vendor will either repair the relevant defect or replace the Product. If Vendor is unable to complete the repair or replace the Product within a reasonable time,Customer will be entitled to a full refund upon the prompt return of the product to Vendor (if Hardware) or upon written confirmation by Customer that the relevant Software product has been destroyed or permanently disabled. Vendor will pay for shipment of repaired or replaced Hardware or Software Products to Customer. If under warranty, shipment cost will be Vendor responsibility. B. Services a) Technical Services. Vendor will deliver any ordered Technical,training or other Services as described in the applicable Supporting Material. b) Technical Services Acceptance. The acceptance process (if any) will be described in the applicable Supporting Material, will apply only to the deliverables specified, and shall not apply to other Products or Services to be provided by Vendor. c) Services Performance. Services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any such Service concerns and Vendor will re-perform any Service that fails to meet this standard. 10/30/13 Page 19 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 d) Services with Deliverables. If Supporting Material for Services defines specific Deliverables, Vendor warrants those Deliverables will conform materially to their written specifications for 30 days following delivery. If Customer notifies Vendor of such a non-conformity during the 30-day period, Vendor will promptly remedy the impacted Deliverables or refund to Customer the fees paid for those deliverables and Customer will return those Deliverables to Vendor via freight pre-paid and charged to Vendor. e) Dependencies. Vendor's ability to deliver Services will depend on Customer's reasonable and timely cooperation and the accuracy and completeness of.,any information from Customer needed to deliver the Services. I) Change Orders. Vendor and Customer each agree to appoint a project representative to serve as the principal point of contact in managing the delivery of Services and in dealing with issues that may arise. Requests to change the scope of Services or Deliverables will require a change order signed by both parties. C. Support Services HP's support services will be described in the applicable Supporting Material, which will cover the description of HP's offering, eligibility requirements, service limitations and Customer responsibilities, as well as the Customer systems supported. D. Eligibility HP's service, support and warranty commitments do not cover claims resulting from: a) improper use, site preparation, or site or environmental conditions or other non-compliance with applicable Supporting Material; b) Modifications or improper system maintenance or calibration not performed by HP or authorized by HP; c)failure or functional limitations of any non-HP software or product impacting systems receiving HP support or service; d) malware (e.g. virus, worm, etc.) not introduced by HP; or e) abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond HP's control. E. Personal Information Each party shall comply with their respective obligations under applicable data protection legislation. HP does not intend to have access to personally identifiable information("PII")of Customer in providing services.To the extent HP has access to Customer PII stored on a system or device of Customer, such access will likely be incidental and Customer will remain the data controller of Customer PII at all times. HP will use any PII to which it has access strictly for purposes of delivering the services ordered. F. Compliance With Laws 10/30/13 Page 20 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 Each party shall, in the performance of all of its rights and obligations under this Contract, comply with all applicable laws. G. Remedies This Contract states all remedies for warranty claims. To the extent permitted by law, HP disclaims all other warranties. Remainder of page intentionally left blank 10/30/13 Page 21 of 22 DIR Contract No. DIR-TSO-2538 Vendor Contract No. DIR-TSO-2538 This Contract is executed to be effective as of the date of last signature. Hewlett-Packard Company Authorized By: Signature on File Name: Judith M.Alexander,Esq. Title: Public Sector Contracts Negotiator Date: July 2,2014 The State of Texas,acting by and through the Department of Information Resources Authorized By: Signature on File Name: KAREN ROBINSON Title: Executive Director Date: July 3,2014 Office of General Counsel: Signature on File 10/30/13 Page 22 of 22 CITY OF CORPUS CHRISTI PRICE SHEET PURCHASING DIVISION LEASE OF COMPUTERS AND OTHER COMPUTER BUYER: MICHAEL GUTIERREZ PERIPHERALS AND PURCHASE OF SERVERS Hewlett-Packard Company Lease Item Palo Alto, CA UNIT EXTENDED TOTAL COST ITEM DESCRIPTION QTY. UNIT QTY. UNIT PRICE PRICE W/INTEREST Interest per unit I Annual Int Rate GIS/Engineering i7 Windows 10 1. 64-bit OS 16 G/256 GB SSD 48 Months 50 Each $954.00 $47,700.00 $ 51,317.56 _22"Monitor $ 72.35 1.9% Super User Optional i5 Windows 10 2. 64-bit OS 8 GB/256 GB SSD 48 Months 175 Each $846.00 $148,050.00 $ 159,278.12 22"Monitor _ $ 64.16 1.9% Power User i5 Windows 10 3. 64-bit OS 8 GB/256 GB SSD 48 Months 350 Each $720.00 $252,000.00 $ 271,111.68 22"Monitor $ 54.60 1.9% Tablets/Surface Pros i7 Windows 10 4. 64-bit OS 8 GB/512 GB SSD 36 Months 40 Each $2,325.00 $93,000.00 $ 97,951.32 22"Monitor $ 123.78 1.8% Notebook i5 Windows 10 5. 64-bit OS 8 GB/256 GB SSD 36 Months 290 Each $943.00 $273,470.00 $ 288,029.54 22"Monitor $ 50.21 1.8% Rugged i5 Windows 10 6. 64-bit OS 8 GB/256 GB SSD 36 Months 90 Each $3,407.72 $306,694.80 $ 323,023.78 22"Monitor $ 181.43 1.8% Lease-Purchase Total $1,120,914.80 Total w/interest $1,190,712.00 UNIT EXTENDED PRICE PRICE 7. Monitor 300 Each $143.00 $42,900.00 8. Purchase of Servers 10 Each $4,995.00 $49,950.00 Purchase Total $92,850.00 Grand Total Lease-Purchase and Purchase $1,283,562.00 Amendment Number 6 to Contract Number DIR-TSO-2538 between State of Texas, acting by and through the Department of Information Resources and HP Inc. This Amendment Number 6 to Contract Number DIR-TSO-2538 ("Contract") is between the Department of Information Resources("DIR")and HP Inc. ("Vendor").DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 1,Introduction, C. Order of Precedence, is hereby restated in its entirety as follows: C. Order of Precedence For purchase transactions under this Contract, the order of precedence shall be as follows: this Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Customer Agreement for Software Licensing and Software and Hardware Support and any negotiated and agreed Customer Statements of Work; Appendix E, Terms for Software-as-a-Service and NonStop Products and Services; Appendix F, Managed Print Services Single Engagement Agreement; Appendix F-1,Managed Print Services —Premium Support Schedule; Appendix G, Master Lease Agreement; Appendix G-1, Master Lease Agreement Lease Purchase Schedule; Appendix G-2, Master Lease Agreement Schedule (FMV); Exhibit 1, Vendor's Response to RFO DIR-TSO-TMP- 211, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-211, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions. For lease transactions under this Contract, the order of precedence shall be as follows: this Contract; Appendix G, Master Lease Agreement; Appendix G-1, Master Lease Agreement Lease Purchase Schedule; Appendix G-2, Master Lease Agreement Schedule (FMV); Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor's Historically Underutilized Businesses Subcontracting Plan; Appendix C,Pricing Index;Appendix D,Customer Agreement for Software Licensing and Software and Hardware Support and any negotiated and agreed Customer Statements of Work; Appendix E, Terms for Software-as-a-Service and NonStop Products and Services; Appendix F, Managed Print Services Single Engagement Agreement; Appendix F-1, Managed Print Services — Premium Support Schedule; Exhibit 1,Vendor's Response to RFO DIR-TSO-TMP-211,including all addenda;and Exhibit 2, RFO DIR-TSO-TMP-211, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing lease transactions. In the event of a conflict between the documents listed in this paragraph related to purchases, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Appendix D, any negotiated and agreed Customer Statements of Work, then Appendix E, then Appendix F, then Appendix F- Amendment Number 6 DIR-TSO-2538 Page 1 1, then Appendix G, then Appendix G-1, then Appendix G-2, then Exhibit 1, and finally Exhibit 2. In the event of a conflict between the documents listed in this paragraph related to lease transactions,the controlling document shall be this Contract, then Appendix G, then Appendix G-1, then Appendix G-2, then Appendix A, then Appendix B,then Appendix C,then Appendix D,any negotiated and agreed Customer Statements of Work, then Appendix E, then Appendix F, then Appendix F-1, then Exhibit 1,and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict,the more recent provisions shall be deemed to have superseded earlier provisions. 2. Contract, Section 2. Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract for one (1) year through July 3, 2017, or until terminated pursuant to the termination clauses contained in the Contract. Prior to the expiration of this term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to one (1) additional one-year renewal term. 3. Contract,Section 6. Notification is hereby restated in its entirety as follows: 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Dana L. Collins, CTPM, CTCM Manager, Contracts &Vendor Management Technology and Sourcing Office Department of Information Resources 300 W. 15th St., Suite 1300 Austin,Texas 78701 Phone: (512) 475-4700 Facsimile: (512) 475-4759 If sent to the Vendor: • HP Inc. Attn: Public Sector Legal Counsel 1299 Pennsylvania Avenue NW Floor 4 Washington, DC 20004 Phone: (202) 831-5851 4. Appendix A. Standard Terms and Conditions For Product and Related Services Contracts, is hereby restated in its entirety and replaced with the attached Appendix A.Standard Terms and Conditions For Product and Related Services Contracts Amendment Number 6 DIR-TSO-2538 Page 2 dated 04/21/2016 except where previous authorized exceptions to Appendix A were allowed and documented as part of the Contract. In such cases, the previously authorized exceptions shall be applied to the portions of the new Appendix A which are comparable to those in the earlier Appendix A for which they were written, and this without regard for the numbering or lettering associated with any of the documents. Applied in such manner, the exceptions shall remain in full force and effect until such time the contract expires or is terminated. A. Section 3. Definitions is hereby replaced in its entirety as follows: A. Customer - any Texas state agency, unit of local government, institution of higher education as defined in Section 2054.003, Texas Government Code, the Electric Reliability Council of Texas, the Lower Colorado River Authority, a private school, as defined by Section 5.001, Education Code, a private or independent institution of higher education, as defined by Section 61.003,Education Code,a volunteer fire department,as defined by Section 152.001,Tax Code,and those state agencies purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, any local government as authorized through the Interlocal Cooperation Act, Chapter 791,Texas Government Code,and the state agencies and political subdivisions of other states as authorized by Section 2054.0565, Texas Government Code and, except for telecommunications services under Chapter 2170, Texas Government Code, assistance organizations as defined in Section 2175.001, Texas Government Code to mean: 1) A non-profit organization that provides educational, health or human services or assistance to homeless individuals; 2) A nonprofit food bank that solicits, warehouses, and redistributes edible but unmarketable food to an agency that feeds needy families and individuals; 3) Texas Partners of the Americas, a registered agency with the Advisory Committee on Voluntary Foreign Aid, with the approval of the Partners of the Alliance Office of the Agency for International Development; 4) A group, including a faith-based group, that enters into a financial or non-financial agreement with a health or human services agency to provide services to that agency's clients; 5) A local workforce development board created under Section 2308.253; 6) A nonprofit organization approved by the Supreme Court of Texas that provides free legal services for low-income households in civil matters; 7) The Texas Boll Weevil Eradication Foundation, Inc., or an entity designated by the commissioner of agriculture as the foundation's successor entity under Section 74.1011,Texas Agriculture Code; 8) A nonprofit computer bank that solicits, stores, refurbishes and redistributes used computer equipment to public school students Amendment Number 6 DIR-TSO-2538 Page 3 and their families; and 9) A nonprofit organization that provides affordable housing. B. Compliance Check—an audit of Vendor's compliance with the Contract may be performed by,but not limited to, a third party auditor,DIR Internal Audit department, or DIR contract management staff or their designees. C. Contract — the document executed between DIR and Vendor into which this Appendix A is incorporated. D. CPA—refers to the Texas Comptroller of Public Accounts. E. Day—shall mean business days, Monday through Friday, except for State and Federal holidays, unless otherwise specified as calendar days. If the Contract calls for performance on a day that is not a business day, then performance is intended to occur on the next business day. F. Order Fulfiller—the party,either Vendor or a party that may be designated by Vendor, who is fulfilling a Purchase Order pursuant to the Contract. G. Purchase Order or Order - the Customer's fiscal form or format, which is used when making a purchase (e.g., formal written Purchase Order, Procurement Card, Electronic Purchase Order, or other authorized instrument). H. State—refers to the State of Texas. I. Affiliate of a party means an entity controlling, controlled by, or under common control with, that party. J. HP Branded means Products and Services bearing a trademark of service mark of HP Inc. or any HP Inc. Affiliate. • K. Product means hardware and software listed in HP's standard price list at the time of HP's acceptance of Customer purchase order, and including products that are modified, altered, or customized to meet Customer requirements ("Custom Products"). L. Technical Service means integration or other technical or customizable services performed by HP under a Statement of Work or other Supporting Materials. M. Service means Support and Technical Services. N. Specification means technical information about Products published in HP Product manuals,user documentation,and technical data sheets in effect on the date HP delivers Products to Customer. O. Support means hardware maintenance and repair, software maintenance, training,installation and configuration, and other standard support services provided by HP, and includes"Custom Support,"which is any agreed non- standard Support as described in a Statement of Work. P. Supporting Material may include(as examples)product lists,hardware or software specifications, standard or negotiated service descriptions, data sheets and their supplements, Statements of Work, published warranties and service level agreements, and may be available to Customer in hard copy or by accessing a designated Vendor website. Q. Contractor means HP Inc., excluding Order Fulfillers. Amendment Number 6 DIR-TSO-2538 Page 4 B. Section 4. General Provisions, A. Entire Agreement is hereby replaced in its entirety as follows: A. Entire Agreement The documents set forth in Contract section 1.0 (Order of Precedence) constitute the entire agreement between DIR and the Vendor. No statement, promise, condition, understanding, inducement or representation, oral or written, expressed or implied, which is not contained in the Contract documents. C. Section 4.General Provisions,B.Modification of Contract Terms and/or Amendments,2) is hereby replaced in its entirety as follows: 2)Customers shall not have the authority to modify the terms of the Contract; however, additional Customer terms and conditions that do not conflict with the Contract and are acceptable to Order Fulfiller may be added in a Purchase Order or Statement of Work and given effect.No additional term or condition added in a Purchase Order issued by a Customer can conflict with or diminish a term or condition of the Contract. Pre-printed terms and conditions on any Purchase Order issued by Customer hereunder will have no force and effect. In the event of a conflict between a Customer's Purchase Order and the Contract, the Contract term shall control. D. Section 5. Intellectual Property Matters, A. Definitions, 1) is hereby replaced in its entirety as follows: 1) "Work Product" or "Deliverables" means any and all deliverables produced by Vendor for Customer under a Statement of Work issued pursuant to this Contract, including any and all tangible items or things that have been prepared, created, developed, invented or conceived at any time following the effective date of the Contract. E. Section 5. Intellectual Property Matters, A. Definitions, 3) is hereby replaced in its entirety as follows: 3) "Statement of Work"means a document signed by Customer and Vendor describing a specific set of activities and/or deliverables. F. Section 5. Intellectual Property Matters, A. Definitions, 4) is hereby replaced in its entirety as follows: 4) "Third Party IP"means the Intellectual Property Rights of any third party that is not a party to this Contract. G. Section 5. Intellectual Property Matters, A. Definitions, 5) is hereby replaced in its entirety as follows: Amendment Number 6 DIR-TSO-2538 Page 5 5) "Vendor IP" means, as between Vendor and Customer, Vendor's ownership of all materials, software (whether written or machine-readable) and the copyrights,patents, trademarks,trade secrets and all other(a) owned by or licensed to Vendor or one of its Affiliates prior to the Effective Date of the Contract; (b)all Intellectual Property Rights developed by Vendor or one of its Affiliates outside the scope of this Contract, and (c) all modifications, enhancements, and derivative works thereof. H. Section 5.Intellectual Property Matters,B. Ownership is hereby replaced in its entirety as follows: B. Ownership As between Vendor and Customer, a) The Deliverable(s) and all Intellectual Property Rights associated with those Deliverable(s)will be owned by the Vendor at creation and will not be considered works made for hire. The Vendor grants to the Customer a non-exclusive, royalty-free, site-wide, irrevocable license to use, copy, and distribute the Deliverable(s) and related documentation according to the terms and conditions of this Contract and Supporting Materials. For the purposes of this license, "site-wide" includes any State of Texas office regardless of its physical location. Customer may further sublicense those Deliverables to its Affiliates or third party service providers, strictly in furtherance of Customer's internal use. b) The State may modify the Deliverable(s) and may combine such with other programs or materials to form a derivative work. The State will own and hold all copyright, trademark, patent and other intellectual property rights in any derivative work, excluding any rights or interest in the Deliverable(s) other than those granted in this Contract. c) The State may copy the Deliverable(s) to multiple hard drives or networks. d) The State may copy the Deliverable(s)in the course of routine backups for the purpose of recovery. e) In the event that the Vendor ceases to conduct business, or ceases to support the Deliverable(s), the State's license will not cease. The license may be terminated if used in a manner that would violate the termsof this Contract and Supporting Material. f) Notwithstanding the license grants, any Third Party IP incorporated into any licensed Deliverable(s) will be subject to the license terms applicable to such Third Party IP. g) The State and the Vendor will continue to own their respective Intellectual Property Rights developed before entering into the Contract or developed outside the scope of this Contract, and all modifications or derivative works thereof. Any software licensed through the Vendor and sold to the State will be licensed directly to the State. I. Section 5. Intellectual Property Matters, C. Further Actions is hereby replaced in its entirety as follows: Amendment Number 6 DER-TSO-2538 Page 6 C. Further Actions Vendor, 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 and/or registration of applicable Intellectual Property Rights in the Work Product to Customer including but not limited to the execution,acknowledgement and delivery of such further documents'in a form agreed by the parties. J. Section 5. Intellectual Property Matters, D. Waiver of Moral Rights is hereby replaced in its entirety as follows: D. Waiver of Moral Rights Vendor hereby irrevocably and forever waives, and agrees never to assert, any Moral Rights in any portion of the Work Product that contains "Customer" content, which Vendor may now have or which may accrue to Vendor'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. However,Vendor does not waive any Moral Rights or rights in the Work Product for any Software or templates that Vendor may deliver as part of the Services. Vendor acknowledges the receipt of equitable compensation for its assignment and waiver of such Moral Rights. The term "Moral Rights" shall mean 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 such right is denominated or referred to as a moral right. K. Section 5. Intellectual Property Matters, E. Confidentiality is hereby replaced in its entirety as follows: E. Confidentiality In the performance of the Services hereunder, either party may receive or have access to documents, technical information, information about product plans and strategies, promotions, customers, and related technical, financial or business information, which the disclosing party considers to be the confidential information of that party or its third party contractors or suppliers ("Confidential Information"). The following will apply to any such Confidential Information to the extent consistent with the Texas Public Information Act and its trade secret exemptions: 1) Before any Confidential Information is disclosed,the parties will first agree to disclose and receive such information in confidence. If then disclosed, the Confidential Information will be marked as confidential at the time of disclosure, or if disclosed orally but stated to be confidential, will be designated as confidential in a writing by the disclosing party Amendment Number 6 DIR-TSO-2538 Page 7 summarizing the Confidential Information disclosed and sent to the receiving party within thirty(30) days after such oral disclosure; 2) Confidential Information may be used by the receiving party only with respect to the performance of its obligations under this Contract,and only by the employees or contractors of the receiving party and its employees, agents or contractors who have a need to know such information for purposes of this Contract. The receiving party will protect, and will ensure that its employees, agents and contractors will protect, the disclosed Confidential Information by using the same degree of care, but no less than a reasonable degree of care, to prevent the unauthorized use, dissemination or publication of the Confidential Information as the receiving party uses to protect its own confidential information of a like nature; 3) The receiving party's confidentiality obligation will be for a period of three (3) years after the date of disclosure. IF CUSTOMER REQUIRES ITS CONFIDENTIAL INFORMATION TO BE PROTECTED BEYOND THIS PERIOD, CUSTOMER MUST NEGOTIATE FURTHER TERMS WITH VENDOR. 4) The confidentiality obligations of the parties will not extend to information that: a) was in the receiving party's possession before receipt from the disclosing party; b) is or becomes publicly known without breach by the receiving party; c) is rightfully received by the receiving party from a third party without a duty of confidentiality; d) is independently developed or learned by the receiving party; e) is disclosed by the receiving party with the disclosing party's prior written approval; or f) is required to be disclosed pursuant to the Texas Public Information Act and its trade secret exemptions. L. Section 5. Intellectual Property Matters, F. Injunctive Relief is hereby replaced in its entirety as follows: F.Injunctive Relief The Contract is intended to protect both parties' proprietary rights pertaining to the Work Product, and the Intellectual Property Rights therein, and any misuse of such rights would cause substantial and irreparable harm to the non-breaching party. Therefore, to the extent authorized by Texas Law and Constitution, both parties' acknowledges and stipulates that a court of competent jurisdiction may immediately enjoin any material breach of the intellectual property, use, and confidentiality provisions of this Contract, upon a request by the non-breaching party, without requiring proof of irreparable injury as same should be presumed. Amendment Number 6 DIR-TSO-2538 Page 8 M. Section 5. Intellectual Property Matters, G. Return of Materials Pertaining to Work Product is hereby replaced in its entirety as follows: G.Return of Materials Pertaining to Work Product Upon the request of Customer, but in any event upon termination or expiration of this Contract or a Statement of Work,Vendor shall surrender to Customer 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 all other documents or materials (and copies of same) generated or developed by Vendor, including all materials embodying the Work Product, or Intellectual Property Rights in such Work Product, regardless of whether complete or incomplete for which the Customer has paid all undisputed sums and any other documents or Confidential Information furnished by Customer to Vendor. This section is intended to apply to all Work Product as well as to all documents and things furnished to Vendor by Customer or by anyone else that pertains to the Work Product. N. Section 5. Intellectual Property Matters,I. Third-Party Underlying and Derivative Works is hereby replaced in its entirety as follows: I. Third-Party Underlying and Derivative Works In all instances, in its' SOW or quote, and before contracting with a customer the Vendor will disclose the use or incorporation of any Third Party IP into the Work Product or Deliverables and a description of the ownership and use rights that will be provided to the Customer. At the time of delivery, the Vendor will provide in writing the name and use of any Third Party IP, including information regarding the Vendor's authorization to include and utilize such Third Party IP. The notice shall include a copy of any ownership agreement or license that authorizes the Vendor to use the Third Party IP, If Vendor procures any Third Party IP for the State, then Vendor must assign or otherwise transfer to the State, or afford the State the benefits of, any license rights, including the manufacturer's warranty, for the Third Party IP. O. Section 5. Intellectual Property Matters, J. Agreement with Subcontracts is hereby replaced in its entirety as follows: J.Agreement with Subcontracts Vendor 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 employees,agents,consultants,contractors or subcontractors providing Services or Work Product pursuant to the Contract, prior to their providing such Services or Work Product, and that it shall maintain such written agreements at all times during performance of this Contract, which are sufficient to support all performance and grants of rights by Vendor. Copies of such agreements shall be provided to the Customer promptly upon Amendment Number 6 DIR-TSO-2538 Page 9 request. Vendor may redact confidential information, but in any event must provide copies sufficient to ensure Vendor's compliance with this section. P. Section 5.Intellectual Property Matters,L.Vendor Development Rights is hereby replaced in its entirety as follows: L. Vendor Development Rights To the extent not inconsistent with Customer's rights in the Work Product or as set forth herein, nothing in this Contract shall preclude Vendor from developing for itself,or for others,materials which are competitive with those produced as a result of the Services provided hereunder, provided that no Work Product is utilized, and no Intellectual Property Rights of Customer therein are infringed by such competitive materials. Q. Section 7. Contract Fulfillment and Promotion, C. Product Warranty and Return Policies is hereby replaced in its entirety as follows: C. Product Warranty and Return Policies Order Fulfiller will adhere to the Vendor's then-currently published policies concerning Product warranties and returns. Product warranty and return policies for Customers will not be more restrictive than warranty and return policies for other similarly situated Customers for like products, or more costly consistent with section 8.C.3. R. Section 7. Contract Fulfillment and Promotion, E. Internet Access to Contract and Pricing Information, 1) is hereby replaced in its entirety as follows: 1)Vendor Website Within thirty(30)calendar days of the effective date of the Contract,Vendor will establish and maintain a website specific to the product and service offerings under the Contract which is clearly distinguishable from other,non- DIR Contract offerings at Vendor's website. The website must include the product and services offered, product and service specifications, specific contract pricing expressed in dollars based upon Contract discounts off MSRP or List Price, designated Order Fulfillers, contact information for Vendor and designated Order Fulfillers,instructions for obtaining quotes and placing Purchase Orders, and warranty and return policies. The Vendor's website shall list the DIR Contract number, reference the DIR Information and Communications Technology Cooperative Contracts program, display the DIR logo in accordance with the requirements in paragraph F of this Section, and contain a link to the DIR website for the Contract. S. Section 7. Contract Fulfillment and Promotion, E. Internet Access to Contract and Pricing Information,3) is hereby replaced in its entirety as follows: Amendment Number 6 DIR-TSO-2538 Page 10 3) Website Compliance Checks Periodic compliance checks of the information posted for the Contract on Vendor's website will be conducted by DIR. Upon request by DIR, Vendor shall use commercially reasonable efforts to provide verifiable documentation that pricing listed upon this website is compliant with the pricing as stated in the Contract. T. Section 7. Contract Fulfillment and Promotion, E. Internet Access to Contract and Pricing Information, 5) is hereby replaced in its entirety as follows: 5)Use of Access Data Prohibited If Vendor stores, collects or maintains data electronically as a condition of accessing Contract information, such data shall only be used internally by Vendor for the purpose of implementing or marketing the Contract and shall not be disseminated to third parties or used for other marketing purposes.The Contract constitutes a public document under the laws of the State,which can be publicly accessed through the DIR site. U. Section 8. Pricing, Purchase Orders, Invoices, and Payments, C. Customer Price,3) is hereby replaced in its entirety as follows: 3) During the Contract term, if pricing for products, specific product configurations, or services available under this Contract is provided by the Contractor at a lower price to: (i) an eligible Texas Customer who is not purchasing those products, specific product configurations, or services under this Contract or(ii) to any other entity or consortia authorized by Texas law to sell said products and services to eligible Texas Customers, under like terms and conditions provided for the State for those commodities and services under this Contract, then the available Customer Price in this Contract shall be adjusted to that lower price. This requirement only applies to products,specific product configurations,or services quoted by Contractor for a quantity of one(1)under like terms and conditions, and does not apply to volume or special pricing purchases. To the extent that either party identifies and confirms that better pricing is offered by Contractor in accordance with this section, both parties will utilize best efforts to amend this Contract within ten (10) days to reflect the lower price. Any Contract price changes pursuant to this section shall be effective for all transactions between Contractor and DIR Customers entered into on or after the date that the transaction, including the lower price was entered into. V. Section 8. Pricing, Purchase Orders, Invoices, and Payments, H. Purchase Orders is hereby replaced in its entirety as follows: H. Purchase Orders All Customer Purchase Orders will be placed directly with the Order Fulfiller. Negotiated and agreed Statements of Work shall be considered incorporated into the Customer Purchase Orders, if applicable. Accurate Purchase Orders Amendment Number 6 DIR-TSO-2538 Page 11 shall be effective and binding upon Order Fulfiller when accepted by Order Fulfiller. W. Section 8. Pricing, Purchase Orders, Invoices, and Payments, J. Payments is hereby replaced in its entirety as follows: J.Payments Customers shall comply with Chapter 2251, Texas Government Code, in making payments to Vendor or Order Fulfiller. The statute states that payments for goods and services are due thirty (30) calendar days after the goods are provided, the services completed, or a correct invoice is received, whichever is later. Payment under the Contract shall not foreclose the right to recover wrongful payments. Any applicable payment schedule, as negotiated by the parties, will be set forth in the Statement of Work, if applicable. Any Services provided on a time and expense basis will be invoiced monthly, unless otherwise agreed in the Statement of Work or Support Material. X. Section 9. Contract Administration,A. Contract Managers, 2) is hereby replaced in its entirety as follows: 2) Vendor Contract Manager Vendor shall provide a dedicated Contract Manager whose duties shall include but not be limited to: i) supporting the marketing and management of the Contract, ii)facilitating dispute resolution between an Order Fulfiller and a Customer, and iii) advising DIR of Order Fulfillers performance under the terms and conditions of the Contract. DIR reserves the right to require a change in Vendor's then-current Contract Manager if the assigned Contract Manager is not, in the reasonable opinion of DIR, adequately serving the needs of the State. In such an event, Vendor requests thirty (30) calendar days' notice. Y. Section 9. Contract Administration, B. Reporting and Administrative Fees, 5) Accurate and Time Submission of Reports, c) is hereby replaced in its entirety as follows: c) Failure to timely submit three (3) reports or 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 for each day the report or payment is due(up to $1000/month) or suspension or termination of Vendor's Contract. Z. Section 9. Contract Administration, C. Records and Audit, 1) is hereby replaced in its entirety as follows: The following requirement is subject to Chapter 321,Texas Government Code. 1) Acceptance of funds under the Contract by Vendor and/or Order Fulfiller acts as acceptance of the authority of the State Auditor's Office, or any Amendment Number 6 DIR-TSO-2538 Page 12 successor agency or designee to conduct an audit or investigation in connection with those funds. Vendor further agrees to cooperate fully with the State Auditor's Office or its successor or designee in the conduct of the audit or investigation, including providing all records requested. Vendor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Vendor or directly by Order Fulfillers and the requirement to cooperate is included in any subcontract or Order Fulfiller contract it awards pertaining to the Contract. Under the direction of the Legislative Audit Committee, a Vendor 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. AA. Section 10. Vendor Responsibilities, A. Indemnification, 2) is hereby replaced in its entirety as follows: 2) Acts or Omissions Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL LIABILITY, ACTIONS, CLAIMS, DEMANDS, OR SUITS, AND ALL RELATED COSTS, ATTORNEY FEES, AND EXPENSES arising out of, or resulting from any acts or omissions of the Vendor or its agents,employees,subcontractors,Order Fulfillers,or suppliers of subcontractors in the execution or performance of the Contract and any Purchase Orders issued under the Contract. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. VENDOR AND THE CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. BB. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements, a) is hereby replaced in its entirety as follows: a) VENDOR SHALL INDEMNIFY AND HOLD HARMLESS THE STATE OF TEXAS AND CUSTOMERS,AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, CONTRACTORS, AND/OR ASSIGNEES FROM ANY AND ALL THIRD PARTY CLAIMS, WHICH PERTAIN TO HP BRANDED PRODUCTS AND SERVICES, INVOLVING INFRINGEMENT OF UNITED STATES PATENTS, COPYRIGHTS, TRADE AND SERVICE MARKS, AND ANY OTHER INTELLECTUAL OR INTANGIBLE PROPERTY RIGHTS IN CONNECTION WITH THE PERFORMANCES OR ACTIONS OF VENDOR PURSUANT TO THIS CONTRACT. VENDOR AND THE Amendment Number 6 DIR-TSO-2538 Page 13 CUSTOMER AGREE TO FURNISH TIMELY WRITTEN NOTICE TO EACH OTHER OF ANY SUCH CLAIM. VENDOR SHALL BE LIABLE TO PAY ALL COSTS OF DEFENSE INCLUDING ATTORNEYS' FEES, VENDOR—NEGOTIATED SETTLEMENT AMOUNTS, AND COURT-AWARDED DAMAGES. THE DEFENSE SHALL BE COORDINATED BY VENDOR WITH THE OFFICE OF THE ATTORNEY GENERAL WHEN TEXAS STATE AGENCIES ARE NAMED DEFENDANTS IN ANY LAWSUIT AND VENDOR MAY NOT AGREE TO ANY SETTLEMENT WITHOUT FIRST OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL. CC. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements,b) is hereby replaced in its entirety as follows: b)Vendor shall have no liability under this section if the alleged infringement is caused in whole or in part by: (i)use of the product or service for a purpose or in a manner for which the product or service was not designed, (ii) any modification made to the product without Vendor's written approval,(iii)any modifications made to the product by the Vendor pursuant to Customer's specific instructions,(iv)any intellectual property right owned by or licensed to Customer, (v) any use of the product or service by Customer that is not in conformity with the terms of any applicable license agreement, or(vi)use of the product or service in combination with product or services not provided under the Contract. DD. Section 10. Vendor Responsibilities, A. Indemnification, 3) Infringements, d) is hereby added in its entirety as follows: d) Vendor will transfer to Customer any third party intellectual property infringement indemnification for non-HP Branded Products, Software, and Services delivered under the Contract and transferable to Customer. EE. Section 10.Vendor Responsibilities,I. Security of Premises,Equipment, Data and Personnel is hereby replaced in its entirety as follows: I. Security of Premises,Equipment,Data and Personnel Vendor and/or Order Fulfiller may, from time to time during the performance of the Contract, have access to the personnel, premises, equipment, and other property, including data, files and /or materials (collectively referred to as "Data") belonging to the Customer. Vendor and/or Order Fulfiller shall use their best efforts to preserve the safety, security, and the integrity of the personnel, premises, equipment, Data and other property of the Customer, in accordance with the instruction of the Customer. Vendor and/or Order Fulfiller shall be responsible for damage to Customer's equipment, workplace, and its contents when such damage is Amendment Number 6 DIR-TSO-2538 Page 14 caused by its employees or subcontractors.If a Vendor and/or Order Fulfiller fails to comply with Customer's security requirements, then Customer may terminate its Purchase Order and related Service Agreement subject to the terms of subsections 11.B.(4), (5), and(6) of Appendix A. FF. Section 10. Vendor Responsibilities, K. Limitation of Liability is hereby replaced in its entirety as follows: K.Limitation of Liability For any claim or cause of action arising under or related to the Contract: i)to the extent permitted by the Constitution and the laws of the State of Texas, none of the parties shall be liable to the other for punitive, special,incidental, indirect, lost revenue or lost profits, or consequential damages, whether arising in contract, tort (including negligence) or otherwise even if it is advised of the possibility of such damages; and ii) Vendor's liability for damages of any kind to the Customer shall be limited to the total amount paid to Vendor under the Contract during the twelve months immediately preceding the accrual of the claim or cause of action or $1,000,000, whichever is greater. However, this limitation of Vendor's liability shall not apply to claims of patent, trademark, or copyright infringement. In the event the Customer determines a need for additional insurance or liability caps, Customer shall indicate said additional need for inclusion in the Statement of Work or Vendor Purchase Order. GG. Section 10. Vendor Responsibilities,N. Required Insurance Coverage is hereby replaced in its entirety as follows: N. Required Insurance Coverage As a condition of this Contract with DIR, Vendor shall provide the listed insurance coverage within 5 days of execution of the Contract if the Vendor is awarded services which require that Vendor's employees perform work at any Customer premises and/or use employer vehicles to conduct work on behalf of Customers. In addition, when engaged by a Customer to provide services on Customer premises, the Vendor shall, at its own expense, secure and maintain the insurance coverage specified herein,and shall provide proof of such insurance coverage to the related Customer within five (5) business days following the execution of the Purchase Order. Vendor may not begin performance under the Contract and/or a Purchase Order until such proof of insurance coverage is provided to, and approved by, DIR and the Customer. All required insurance must be issued by companies that are A-rated by A.M. Best, licensed in the State of Texas, and authorized to provide the corresponding coverage. With the exception of Workers' Compensation/ Employers' Liability, the Customer and DIR will be included as Additional Insureds on all required coverage. Required coverage must remain in effect through the term of the Contract and each Purchase Order issued to Vendor there under. The minimum acceptable insurance provisions are as follows: Amendment Number 6 DIR-TSO-2538 Page 15 1) Commercial General Liability Commercial General Liability must include a combined single limit of $1,000,000 per occurrence for coverage A, B, & C including products/ completed operations, where appropriate, with a separate aggregate limit of $2,000,000.00 [Medical Expense each person: $5,000; Personal Injury and Advertising Liability: $1,000,000; Products/Completed Operations Aggregate Limit: $2,000,000;Damage to Premises Rented to You: $50,000]. Agencies 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) State of Texas, DIR and Customer included as an additional insured; and d)Waiver of Transfer Right of Recovery Against Others in favor of DIR and/or Customer. 2) Workers' Compensation Insurance WORKERS' COMPENSATION INSURANCE AND EMPLOYERS' LIABILITY COVERAGE MUST INCLUDE LIMITS CONSISTENT WITH STATUTORY BENEFITS OUTLINED IN THE TEXAS WORKERS' COMPENSATION ACT (ART. 8308-1.01 ET SEQ. TEX. REV. CIV. STAT) AND MINIMUM POLICY LIMITS FOR EMPLOYERS' LIABILITY OF $1,000,000 BODILY INJURY PER ACCIDENT, $1,000,000 BODILY INJURY DISEASE POLICY LIMIT AND $1,000,000 PER DISEASE PER EMPLOYEE. 3) 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. Alternative acceptable limits are $250,000 bodily injury per person, $500,000 bodily injury per occurrence and at least$100,000 property damage liability per accident. The policy shall contain the following endorsements in favor of DIR and/or Customer: a) Waiver of Subrogation; and b) Additional Insured. HH. Section 10.Vendor Responsibilities,P.Immigration,is hereby replaced in its entirety as follows: P. Immigration The Vendor shall comply with all requirements related to federal immigration laws and regulations, to include but not be limited to, the Immigration and Reform Act of 1986, the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA") and the Immigration Act of 1990 (8 U.S.C.1101, et seq.) regarding employment verification and retention of verification forms for any individual(s) who will perform any labor or services under this Contract. Amendment Number 6 DIR-TSO-2538 Page 16 The Vendor shall require its subcontractors to comply with the requirements of this Section and the Vendor is responsible for the compliance of its subcontractors. Nothing herein is intended to exclude compliance by Vendor and its subcontractors with all other relevant federal immigration statutes and regulations promulgated pursuant thereto. II. Section 11. Contract Enforcement, B. Enforcement, 1) Termination for Non-Appropriation by Customer, is hereby replaced in its entirety as follows: 1) Termination for Non-Appropriation a) Termination for Non-Appropriation by Customer Customer may terminate Purchase Orders if funds sufficient to pay its obligations under the Contract are not appropriated: i) by the governing body on behalf of local governments, or; ii)by the Texas legislature on behalf of state agencies; or iii) by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317,Texas Government Code. In the event of non-appropriation, Vendor and/or Order Fulfiller will be provided thirty (30) calendar days written notice of intent to terminate. Notwithstanding the foregoing, if a Customer issues a Purchase Order and has accepted delivery of the product or services,they are obligated to pay for the product or services or they may return the product and discontinue using services under any return provisions that Vendor offers. In the event of such termination, the Customer will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract (except for Products shipped and Support and Services performed to the extent funds are available for payment), nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. b)Termination for Non-Appropriation by DIR DIR may terminate Contract if funds sufficient to pay its obligations under the Contract are not appropriated: by the i)Texas legislature, or ii)by budget execution authority provisioned to the Governor or the Legislative Budget Board as provided in Chapter 317, Texas Government Code. In the event of non-appropriation,Vendor and/or Order Fulfiller will be provided thirty(30) calendar days written notice of intent to terminate. In the event of such termination, DIR will not be considered to be in default or breach under this Contract, nor shall it be liable for any further payments ordinarily due under this Contract (except for Products shipped and Support and Services performed to the extent funds are available for payment),nor shall it be liable for any damages or any other amounts which are caused by or associated with such termination. Amendment Number 6 DIR-TSO-2538 Page 17 JJ. Section 11. Contract Enforcement, B. Enforcement, 4) Termination for Cause,b) is hereby replaced in its entirety as follows: b) Purchase Order Customer or Order Fulfiller may terminate a Purchase Order upon the occurrence of a material breach of any term or condition: (i) of the Contract, or (ii) included in the Purchase Order in accordance with Section 11.B. of Appendix A,upon the following preconditions: first,the parties must comply with the requirements of Chapter 2260, Texas Government Code, in an attempt to resolve a dispute; second, after complying with Chapter 2260, Texas Government Code, and the dispute remains unresolved, then the non- defaulting party shall give the defaulting party thirty(30)calendar days from receipt of notice to cure said default. If the defaulting party fails to cure said default within the timeframe allowed, the non-defaulting party may, at its option and in addition to any other remedies it may have available, cancel and terminate the Purchase Order. KK. Section 11. Contract Enforcement,B. Enforcement, 6) is hereby replaced in its entirety as follows: 6) Vendor or Order Fulfiller Rights Under Termination In the event a Purchase Order or corresponding Statement of Work (if applicable) expires or is terminated,a Customer shall pay: 1)all amounts due for Products or Services ordered prior to the effective termination date and ultimately accepted,2)any applicable early termination fees agreed to in such Purchase Order or Statement of Work;and 3)any travel charges and expenses incurred by Vendor and agreed in a Purchase Order or Statement of Work prior to incurring the charges or expenses. i LL. Section 11. Contract Enforcement, C. Force Majeure is hereby replaced in its entirety as follows: C. Force Majeure DIR,Customer,Vendor,or Order Fulfiller may be excused from performance under the Contract for any period when performance is prevented as the result of an act of God, strike, war, civil disturbance, epidemic, or court order, provided that the party experiencing the event of Force Majeure has prudently and promptly acted to take any and all steps that are within the party's control to ensure performance and to shorten the duration 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 provision, such non-performance shall not be deemed a default or a ground for termination. However, a Customer may terminate a Purchase Order if it is determined by the Customer that Order Fulfiller will not be able to deliver product or services in a timely manner to meet the business needs of the Customer. Amendment Number 6 DIR-TSO-2538 Page 18 MM. Section 14.Additional Terms are hereby added in its entirety as follows: 14.Additional Terms A. Products a)Title. Risk of loss or damage and title for Hardware Products will pass upon delivery to Customer or its designee. Where permitted by law, Vendor retains a security interest in Products sold until full payment is received. b) Delivery. Vendor will use all commercially reasonable efforts to deliver Products in a timely manner. Vendor may elect to deliver Software and related product/license information by electronic transmission or via download. c) Installation. If Vendor is providing installation with the Product purchase, Vendor's site guidelines (available upon request)will describe Customer requirements.Vendor will conduct its standard installation and test procedures to confirm completion and acceptance by customer. d) Product Performance. All HP Branded Hardware Products are covered by Vendor's limited warranty statements that are provided with the products or otherwise made available. Hardware warranties begin on the date of delivery or if applicable, upon completion of Vendor installation, or (where Customer delays Vendor installation) at the latest 30 days from the date of delivery. Non-Vendor branded products receive warranty coverage as provided by the relevant third party supplier. e) Product Warranty Claims. When Vendor receives a valid warranty claim for a Vendor Hardware or Software Product, Vendor will either repair the relevant defect or replace the Product. If Vendor is unable to complete the repair or replace the Product within a reasonable time, Customer will be entitled to a full refund upon the prompt return of the product to Vendor (if Hardware) or upon written confirmation by Customer that the relevant Software product has been destroyed or permanently disabled. Vendor will pay for shipment of repaired or replaced Hardware or Software Products to Customer. If under warranty, shipment cost will be Vendor responsibility. B. Services a) Technical Services. Vendor will deliver any ordered Technical, training or other Services as described in the applicable Supporting Material. b)Technical Services Acceptance. The acceptance process(if any)will be described in the applicable Supporting Material,will apply only to the deliverables specified, and shall not apply to other Products or Services to be provided by Vendor. c) Services Performance. Services are performed using generally recognized commercial practices and standards. Customer agrees to provide prompt notice of any such Service concerns and Vendor will re- perform any Service that fails to meet this standard. Amendment Number 6 DIR-TSO-2538 Page 19 d) Services with Deliverables. If Supporting Material for Services defines specific Deliverables, Vendor warrants those Deliverables will conform materially to their written specifications for 30 days following delivery. If Customer notifies Vendor of such a non-conformity during the 30-day period, Vendor will promptly remedy the impacted Deliverables or refund to Customer the fees paid for those deliverables and Customer will return those Deliverables to Vendor via freight pre- paid and charged to Vendor. e) Dependencies. Vendor's ability to deliver Services will depend on Customer's reasonable and timely cooperation and the accuracy and completeness of any information from Customer needed to deliver the Services. f) Change Orders.Vendor and Customer each agree to appoint a project representative to serve as the principal point of contact in managing the delivery of Services and in dealing with issues that may arise. Requests to change the scope of Services or Deliverables will require a change order signed by both parties. C. Support Services HP's support services will be described in the applicable Supporting Material, which will cover the description of HP's offering, eligibility requirements,service limitations and Customer responsibilities,as well as the Customer systems supported. D. Eligibility HP's service, support and warranty commitments do not cover claims resulting from: a) improper use, site preparation, or site or environmental conditions or other non-compliance with applicable Supporting Material; b) Modifications or improper system maintenance or calibration not performed by HP or authorized by HP; c) failure or functional limitations of any non-HP software or product impacting systems receiving HP support or service; d) malware(e.g. virus, worm, etc.)not introduced by HP; or e) abuse, negligence, accident, fire or water damage, electrical disturbances, transportation by Customer, or other causes beyond HP's control. E. Personal Information Each party shall comply with their respective obligations under applicable data protection legislation. HP does not intend to have access to personally identifiable information ("PII") of Customer in providing services. To the extent HP has access to Customer PII stored on a system or device of Customer, such access will likely be incidental and Customer will remain the data controller of Customer PII at all times. HP will use any PII to which it has access strictly for purposes of delivering the services ordered. Amendment Number 6 DIR-TSO-2538 Page 20 F. Compliance With Laws Each party shall, in the performance of all of its rights and obligations under this Contract, comply with all applicable laws. G. Remedies This Contract states all remedies for warranty claims. To the extent permitted by law, HP disclaims all other warranties. 5. Appendix C, Pricing Index is hereby restated in its entirety and replaced with the Appendix C, Pricing Index (per amendment 6) attached hereto. All other terms and conditions of the Contract not specifically modified herein shall remain in full force and effect. In the event of a conflict among provisions, the order of precedence shall be this Amendment Number 6,then Amendment Number 5,then Amendment Number 4, then Amendment Number 3, then Amendment Number 2, then Amendment Number 1, and then the Contract. 6. Appendix F-1, Managed Print Services —Premium Support Schedule, is hereby added in its entirety. Remainder of this page Intentionally Left Blank Amendment Number 6 DIR-TSO-2538 Page 21 IN WITNESS WHEREOF,the parties hereby execute this amendment to be effective as of July 3,2016. HP INC. Authorized By: Signature on File Name: Judith M.Alexander,Esq. Title: Lead—Contracts Negotiator Date: June 28,2016 The State of Texas, acting by and through the.Department of Information Resources 1 Authorized By: Signature on File Name: Dale Richardson Title: Chief Operations Officer Date: June 29,2016 Office of General Counsel: DB June 29,2016 Date Amendment Number 6 DIR-TSO-2538 Page 22 Appendix G MASTER LEASE AGREEMENT 1. Scope. Hewlett-Packard Financial Services Company (hereinafter "Lessor") hereby leases to Lessee, and Lessee hereby leases from Lessor the Equipment described on each Supplementary Schedule ("Schedule"),which is a separate agreement executed from time to time by Lessor and Lessee and makes specific reference to this Master Lease Agreement ("MLA"). The terms and conditions contained herein shall apply to each Schedule that is properly executed in conjunction with this MLA and made subject to such terms and conditions as if a separate MLA were executed for each Schedule by the Lessee. Each Lessee has made an independent legal and management determination to enter into each Schedule. DIR has not offered or given any legal or management advice to the Lessor or to any Lessee under any Schedule. Lessee may negotiate additional terms or more advantageous terms with the Lessor to satisfy individual procurements, such terms shall be developed by the Lessor and Lessee and stated within a Rider to the MLA or the Schedule. To the extent that any of the provisions of the MLA conflict with any of the terms contained in any Schedule, the terms of the Schedule shall control. It is expressly understood that the term "Equipment" shall refer to the Products and any related Services as allowed within said Contract number DIR-TSO-2538,as described on a Schedule and any associated items therewith,including but not limited to all parts,replacements,additions, repairs, and attachments incorporated therein and/or affixed thereto, all documentation (technical and/or user manuals), operating system and application software as needed. If more than one Lessee is named in a Schedule,the liability of each named Lessee shall be joint and several. However,unless DIR leases Equipment for its own use,DIR is not a party to any Schedule executed under this MLA and is not responsible for Rents,payments or any other obligations under such Lessee's Schedule. The invalidation, fulfillment,waiver,termination, or other disposition of any rights or obligations of either a Lessee or the Lessor or both of them arising from the use of this MLA in conjunction with any one Schedule shall not affect the status of the rights or obligations of either or both of those parties arising from the use of this MLA in conjunction with any other Schedule, except in the Event of Default as provided in Section 23 of this MLA. Any reference to "MLA" shall mean this Agreement, including the Opinion of Counsel, and any riders, amendments and addenda thereto, and any other documents as may from time to time be made a part hereof upon mutual agreement by DIR and Lessor. As to conditions precedent to Lessor's obligation to purchase any Equipment, (i) Lessee shall accept the MLA terms and conditions as set forth herein and execute all applicable documents such as the Schedule, the Acceptance Certificate, Opinion of Counsel, and any other documentation as may be required by the Lessor that is not in conflict with this MLA, and (ii)there shall be no material adverse change in Lessee's financial condition except as provided for within Section 7 of this MLA. 2. Term of MLA. The term of this MLA shall commence on the last date of approval by DIR and Lessor and shall continue until(i)the obligations of Lessee under every Schedule are fully discharged, (ii)the full and final expiration DIR Contract No.DIR-TSO-2538 Page 1 of 20 Appendix G date of the Contract, or (iii) either party exercises their termination rights as stated within Appendix A, Section 11B of the Contract. In regards to either the Contract expiration date or Contract termination date or the termination of this MLA, before all obligations of Lessee under every Schedule are fully discharged, such Schedules and such other provisions of the Contract and this MLA as may be necessary to preserve the rights of the Lessor or Lessee hereunder shall survive said termination or expiration. 3. Term of Schedule. The term for each Schedule,executed in conjunction to this MLA, shall commence on the date of execution of an Acceptance Certificate by the Lessee or twenty (20) days after the delivery of the last piece of Equipment to the Lessee ("Commencement Date"), and unless earlier terminated as provided for in the MLA,shall continue for the number of whole months or other payment periods as set forth in the applicable Schedule Term, commencing on the first day of the month following the Commencement Date (or commencing on the Commencement Date if such date is the first day of the month). The Schedule Term may be earlier terminated upon: (i)the Non-appropriation of Funds pursuant to Section 7 of this MLA, (ii) an Event of Loss pursuant to Section 18 of this MLA, or (iii) an Event of Default by Lessee and Lessor's election to cancel the Schedule pursuant to Section 24 of this MLA. 4. Administration of MLA. (a) For requests involving the leasing of Equipment,each potential Lessee will submit its request directly to the Lessor. Lessor shall apply the then current Equipment pricing discounts as stated within the Contract or the price as agreed upon by Lessee and Lessor,whichever is lower. Lessor shall submit the lease proposal and all other applicable documents directly to the potential Lessee and negotiate the Schedule terms directly with the potential Lessee. (b) All leasing activities in conjunction to this MLA shall be treated as a"purchase sale" in regards to the requirements of the Lessor to report the sale and make payment of the DIR administrative fee as defined within Section 5 of the Contract. (c) Upon agreement by Lessor and Lessee on pricing, availability and the like, Lessee may issue a purchase order in the amount indicated on the Schedule to Lessor for the Equipment and reference said Contract number DIR-TSO-2538 on the purchase order. Any pre-printed terms and conditions on the purchase order submitted by the Lessee shall not be effective with respect to the lease of Equipment hereunder.Rather,the terms and conditions of this MLA and applicable Schedule terms and conditions shall control in all respects. (d) Nothing herein shall require the Lessor to use this MLA exclusively with Lessees. Further,this MLA shall not constitute a requirements Agreement and Lessor shall not be obligated to enter into any Schedule for the lease of Equipment with any Lessee. 5. Rent Payments. During the Schedule Term and any renewal terms, Lessee agrees to pay Lessor Rent Payments. Rent Payments shall be the amount equal to the Rent Payment amount specified in the Schedule multiplied by the amount of the total number of Rent Payments specified therein. Lessee shall pay Rent Payments in the DIR Contract No.DIR-TSO-2538 Page 2 of 20 Appendix G amount and on the due dates specified by Lessor until all Rent Payments and all other amounts due under the Schedule have been paid in full. If the Schedule Commencement Date is other than the first day of a month, Lessee shall make an initial payment on the Schedule Commencement Date in an amount equal to one-thirtieth of the Rent Payment specified in the Schedule for each day from the Schedule Commencement Date(including the Schedule Commencement Date)through the last day of such month(including that day). For example, if a scheduled payment amount is $3,000 and the Scheduled Commencement date is the 15th of the month, a payment of$1,500 will be made. Any amounts received by Lessor from the Lessee in excess of Rent Payments and any other sums required to be paid by the Lessee shall be held as non-interest bearing security for Lessee's faithful performance under the conditions of this MLA and any Schedule. All Rent Payments shall be paid to the Lessor at the address stated on the Schedule or any other such place as the Lessor or its assigns may hereafter direct to the Lessee. Lessee shall abide by Appendix A, Section 8K of the Contract in making payments to the Lessor. Any sum received by the Lessor later than ten(10)business days after its due date will bear interest from such due date at the rate of one-percent (1%) per month (or the maximum rate allowable by law, if less) until paid. Late charges, attorney's fees and other costs or expenses necessary to recover Rent Payments and any other amounts owed by Lessee hereunder are considered an integral part of this MLA. Each Schedule is a net lease and except as specifically provided herein, Lessee shall be responsible for all costs and expenses arising in connection with the Schedule or Equipment. Lessee acknowledges and agrees, except as specifically provided for in Section 7 of this MLA,that its obligation to pay Rent and other sums payable hereunder, and the rights of Lessor and Lessor's assignees, shall be absolute and unconditional in all events, and shall not be abated, reduced or subject to offset or diminished as a result of any event, including without limitation damage, destruction, defect, malfunction, loss of use, or obsolescence of the Equipment, or any other event, defense, counterclaim or recoupment due or alleged to be due by reason of any past, present or future claims Lessee may have against Lessor, Lessor's assigns, the manufacturer, vendor, or maintainer of the Equipment, or any person for any reason whatsoever. "Price" shall mean the actual purchase price of the Equipment. Rent Payments shall be adjusted proportionately downward if the actual price of the Equipment is less than the estimate (original proposal), and the Lessee herein authorizes Lessor to adjust the Rent Payments downward in the event of the decrease in the actual Equipment price. However, in the event that the Equipment price is more than the estimate (original proposal),the Lessor may not adjust the Rent Payment without prior written approvalof the Lessee. 6. Liens and Taxes. 0 Lessee shall keep the Equipment free and clear of all levies, liens and encumbrances, except those in favor of Lessor or its assigns, and shall give Lessor immediate notice of any attachment or other judicial process affecting any item of Equipment. Unless Lessee first provides proof of exemption therefrom, Lessee shall promptly reimburse Lessor, upon receipt of an accurate invoice, as an additional sum payable under this MLA, or shall pay directly if so requested by Lessor, all license and registration fees, sales, use, personal property taxes and all other taxes and charges imposed by any federal,state,or local governmental or taxing authority, from which the Lessee is not exempt, whether assessed against Lessee or Lessor,relating to the purchase, ownership, leasing, or use of the Equipment or the Rent Payments, excluding all taxes computed upon the net income of Lessor. Any tax statement received by the Lessor, for taxes payable by the Lessee, shall be promptly forwarded by the Lessor to the Lessee for payment. DIR Contract No.DIR-TS0-2538 Page 3 of 20 Appendix G • 7. Appropriation of Funds. (a) This paragraph applies only to Lessees designated as state agencies defined in Section 2054.003,Texas Government Code, including institutions of higher education as defined in Texas Education Code, Section 61.003 and those state agencies utilizing a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code. Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends to act in good faith to do those things reasonably and lawfully within its power to obtain and maintain funds from which the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds are not appropriated to continue the Schedule Term for any Fiscal Period(as set forth on the Schedule) of Lessee beyond the Fiscal Period first in effect at the Commencement of the Schedule Term, Lessee may terminate the Schedule with regard to not less than all of the Equipment on the Schedule so affected. Lessee shall endeavor to provide Lessor written notice sixty (60) days prior to the end of its current Fiscal Period confirming the Schedule will be so terminated. All obligations of Lessee to pay Rent due after the end of the Fiscal Period for which such termination applies will cease, all interests of Lessee in the Equipment will terminate and Lessee shall surrender the Equipment in accordance with Section 13 of this MLA. Notwithstanding the foregoing,Lessee agrees,without creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period, that it will use reasonable efforts to obtain appropriation of funds to avoid termination of the Schedule by taking reasonable and appropriate action including the inclusion in Lessee's budget request for each Fiscal Period during the Schedule Term hereof a request for adequate funds to meet its obligations and to continue the Schedule in force. Lessee represents and warrants it has adequate funds to meet its obligations during the first Fiscal Period of the Schedule Term. Lessor and Lessee understand and intend that the obligation of Lessee to pay Rent hereunder shall constitute a current expense of Lessee and shall not in any way be construed to be a debt of Lessee in contravention of any applicable constitutional or statutory limitation or requirement concerning the creation of indebtedness by Lessee, nor shall anything contained herein constitute a pledge of the general revenues, funds or monies of Lessee or the State of Texas beyond the Fiscal Period for which sufficient funds have been appropriated to pay Rent hereunder. (b) This paragraph applies only to Lessees designated as local government entities. Lessee intends to continue each Schedule to which it is a party for the Schedule Term and to pay the Rent and other amounts due thereunder. Lessee reasonably believes that legally available funds in an amount sufficient to pay all Rent during the Schedule Term can be obtained. Lessee further intends to act in good faith to do those things reasonably and lawfully within its power to obtain and maintain funds from which the Rent may be paid. Notwithstanding the foregoing, in the event sufficient funds are not appropriated for Lessee to continue the Schedule Term for any Fiscal Period(as set forth on the Schedule) of the Lessee beyond the Fiscal Period first in effect at the commencement of the Schedule Term, the Lessee may terminate the Schedule with regard to not less than all of the Equipment on the Schedule so affected. Lessee shall endeavor to provide Lessor written notice sixty (60) days prior to the end of its current Fiscal Period confirming the Schedule will be terminated. All obligations of Lessee to pay Rent due after the end of the Fiscal Period first in effect at the commencement of the DIR Contract No.DIR-TSO-2538 Page 4 of 20 Appendix G Schedule Term will cease, all interests of Lessee in the Asset(s) will terminate and Lessee shall surrender the Equipment in accordance with Section 13 of this MLA. Notwithstanding the foregoing, Lessee agrees, without creating a pledge, lien or encumbrance upon funds available to Lessee in other than its current Fiscal Period,that it will use reasonable efforts to obtain appropriation of funds to avoid termination of the Schedule by taking reasonable and appropriate action including the inclusion in Lessee's budget request for each Fiscal Period during the Schedule Term hereof a request for adequate funds to meet its obligations and to continue the Schedule in force. Lessee represents and warrants it has adequate funds to meet its obligations during the first Fiscal Period of the Schedule Term. 8. Selection of Equipment. The Equipment is the size, design, capacity and manufacture selected by Lessee in its sole judgment and not in reliance on the advice or representations of Lessor. No representation by the manufacturer or a vendor. shall in any way affect Lessee's duty to pay Rent and perform its other obligations hereunder. Each Schedule is intended to be a "finance lease" as defined in Article 2A of the Uniform Commercial Code. Lessor has acquired or will acquire the Equipment in connection with this MLA. Lessor shall not be liable for damages for any reason, for any act or omission of the supplying manufacturer. Lessor agrees, to the extent they are assignable, to assign the Lessee, without recourse to Lessor, any warranties provided to Lessor with respect to the Equipment during the Term of the applicable Schedule. Lessee acknowledges that neither its dissatisfaction with any unit of Equipment,nor the failure of any of the Equipment to remain in useful condition for the Schedule Term, nor the loss of possession or the right of possession of the Equipment or any part thereof by the Lessee, shall relieve Lessee from the obligations under this MLA or Schedule Term. Lessee shall have no right, title or interest in or to the Equipment except the right to use the same upon the terms and conditions herein contained. The Equipment shall remain the sole and exclusive personal property of the Lessor and not be deemed a fixture whether or not it becomes attached to any real property of the Lessee. Any labels supplied by Lessor to Lessee, describing the ownership of the Equipment, shall be affixed by Lessee upon a prominent place on each item of Equipment. 9. Inspection and Acceptance. Promptly upon delivery of the Equipment,Lessee will inspect and test the Equipment, and not later than ten (10) business days following the Commencement Date, Lessee will execute and deliver either (i) an Acceptance Certificate,or(ii)written notification of any defects in the Equipment. If Lessee has not given notice within such time period, the Equipment shall be conclusively deemed accepted by the Lessee as of the tenth(10t)business day. Lessor, its assigns or their agents, shall be permitted free access at reasonable times authorized by the Lessee,the right to inspect the Equipment. 10. Installation and Delivery; Use of Equipment; Repair and Maintenance. (a) All transportation, delivery, and installation costs associated with the Equipment shall be borne by the Lessee. Lessor is not and shall not be liable for damages if for any reason the manufacturer of the Equipment delays the delivery or fails to fulfill the order by the Lessee's desired timeframe. Any delay in delivery by the manufacturer shall not affect the validity of any Schedule. Lessee shall provide a place of installation for the Equipment, which conforms to the requirements of the manufacturer and Lessor. DIR Contract No.DIR-TSO-2538 Page 5 of 20 Appendix G (b) Subject to the terms hereof,Lessee shall be entitled to use the Equipment in compliance with all laws, rules,and regulations of the jurisdiction wherein the Equipment is located and will pay all cost,claims, damages, fees and charges arising out of its possession, use or maintenance. Lessee agrees to solely use the Equipment in the conduct of Lessee's business. Lessee agrees, at its expense, to obtain all applicable permits and licenses necessary for the operation of the Equipment, and keep the Equipment in good working order, repair, appearance and condition (reasonable wear and tear is acceptable). Lessee shall not use or permit the use of the Equipment for any purpose, which according to the specification of the manufacturer,the Equipment is not designed or reasonably suited. Lessee shall use the Equipment in a careful and proper manner and shall comply with all of the manufacturer's instructions, governmental rules, regulations, requirements, and laws, and all insurance requirements, if any, with regard to the use, operation or maintenance of the Equipment. (c) Lessee, at its expense, shall take good and proper care of the Equipment and make all repairs and replacements necessary to maintain and preserve the Equipment and keep it in good order and condition. Unless Lessor shall otherwise consent in writing,Lessee shall,at its own expense,enter into and maintain in force a maintenance agreement covering each unit of Equipment. Lessee shall furnish Lessor with a copy of such agreement,upon request. Lessee shall pay all costs to install and dismantle the Equipment. Lessee shall not make any alterations,additions, or improvements, or add attachments to the Equipment without the prior written consent of Lessor,except for additions or attachments to the Equipment purchased by Lessee from the original supplier of the Equipment or any other person approved by Lessor. If Lessee desires to lease any such additions or attachments,Lessee hereby grants to Lessor the right of first refusal to provide such lease financing to Lessee for such items. Subject to the provisions of Section 13B of this MLA,Lessee agrees to restore the Equipment to Return Condition prior to its return to the Lessor. 11. Relocation of Equipment. Lessee shall at all times keep the Equipment within its exclusive possession and control. Upon Lessor's prior written consent, which shall not be unreasonably withheld, Lessee may move the Equipment to another location of Lessee within the continental United States,provided(i)Lessee is not in default on any Schedule, (ii) Lessee executes and causes to be filed at its expense such instruments as are necessary to preserve and protect the interests of Lessor and its assigns in the Equipment, (iii) Lessee pays all costs of, and provides adequate insurance during such movement,and(iv)Lessee pays all costs otherwise associated with such relocation.Notwithstanding the foregoing,Lessee may move the Equipment to another location within Texas without notification to, or the consent of, Lessor. Provided, however, that not later than December 31 of each calendar year,Lessee shall provide Lessor a written report detailing the total amount of Equipment at each location of Lessee as of that date,and the complete address for each location. Lessor shall make all filings and returns for property taxes due with respect to the Equipment, and Lessee agrees that it shall not make or file any property tax returns, including information returns, with respect to the Equipment. 12. Ownership. The Equipment shall at all times be and remain the sole and exclusive property of Lessor, subject to the parties rights under any applicable software license agreement. Lessee shall have no right,title or interest in the Equipment except a leasehold interest as provided for herein. Lessee agrees that the Equipment shall DIR Contract No.DIR-TSO-2538 Page 6 of 20 Appendix G be and remain personal property and shall not be so affixed to realty as to become a fixture or otherwise to lose its identity as the separate property of the Lessor. Upon request, Lessee will enter into any and all. agreements necessary to ensure that the Equipment remain the personal property of Lessor. 13. Purchase and Renewal Options; Location and Surrender of Equipment. (a) Not less than ninety (90) days prior to the expiration of the initial Schedule Term Lessor shall notify Lessee of options for continued use of Equipment. Lessee shall have the option to: (i) renew the Schedule as to all but not less than all of the Equipment, or(ii) purchase all but not less than all of the Equipment for cash or by the Lessor's acceptance of a purchase order from Lessee upon the last business day on or prior to the expiration of the Schedule Term thereof for a price equal to the amount set forth in the Schedule. If the Fair Market Value (FMV) Purchase Option was selected on the Schedule, the FMV shall be determined on the basis of and shall be equal in amount to, the value which would be obtained in an arms-length transaction between an informed and willing buyer-user (other than a used equipment dealer),who would be retaining the Equipment as part of its current operations,in continuing and consistent use, and an informed and willing seller under no compulsion to sell, and in such determination, costs of removal from the location of current use shall not be a deduction from such value. If Lessee desires to exercise either option, it shall give Lessor irrevocable written notice of its intention to exercise such option at least sixty (60) days (and not more than 180 days) before the expiration of such Schedule Term. In the event that Lessee exercises the purchase option described herein,upon payment by Lessee to Lessor of the purchase price for the Equipment,together will all Rent Payments and any other amounts owing to Lessor hereunder,Lessor shall transfer to Lessee without any representation or warranty of any kind, express or implied, title to such Equipment. NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IF LESSEE FAILS TO NOTIFY LESSOR OF ITS INTENT WITH RESPECT TO THE EXERCISE OF THE OPTIONS DESCRIBED IN THIS SECTION 13 WITHIN THE TIME FRAMES CONTEMPLATED HEREIN, THE INITIAL SCHEDULE TERM SHALL BE TERMINATED ON THE DALE AS STATED IN THE SCHEDULE. (b) The Equipment shall be delivered to and thereafter kept at the location specified in the Schedule and shall not be removed therefrom without Lessor's prior written consent and in accordance with Section 11 of this MLA. Upon the expiration, early termination as provided herein, or upon final termination of the Schedule, upon at least ninety (90) days prior written notice to Lessor, Lessee at its cost and expense, shall immediately disconnect, properly package for transportation and return all (not part) of the Equipment(including, without limitation, all service records and user manuals), freight prepaid, to Lessor in good repair,working order,with unblemished physical appearance and with no defects which affect the operation or performance of the Equipment ("Return Condition"), reasonable wear and tear . excepted. Lessee shall, at Lessor's request, affix to the Equipment, tags, decals or plates furnished by Lessor indicating Lessor's ownership and Lessee shall not permit their removal or concealment. Lessee shall return the Equipment to Lessor at a location specified by Lessor,provided,however, such location shall be within the United States no farther than 500 miles from the original Lessee delivery location, unless otherwise agreed to on the applicable Schedule. If the Equipment is not in Return Condition, Lessee shall remain liable for all reasonable costs required to restore the Equipment to Return Condition. Lessee shall arrange and pay for the de-installation and packing of the Equipment and the de-installation shall be performed by manufacturer-certified technicians, approved by Lessor and the Lessor shall have the right to supervise and direct the preparation of the Equipment for return. IF,UPON TERMINATION DIR Contract No.DIR-TS0-2538 Page 7 of 20 Appendix G OR EXPIRATION OF THE SCHEDULE FOR ANY REASON, LESSEE FAILS OR REFUSES FORTHWITH TO RETURN AND DELIVER THE EQUIPMENT TO LESSOR, LESSEE SHALL REMAIN LIABLE FOR ANY RENT PAYMENTS ACCRUED AND UNPAID WITH RESPECT TO ALL OF THE EQUIPMENT ON THE SCHEDULE AND SHALL PAY RENT UP TO THE DA lb THAT THE EQUIPMENT IS RETURNED TO THE ADDRESS SPECIFIED BY LESSOR. Notwithstanding the foregoing,Lessor shall have the right,without notice or demand,to enter Lessee's premises or any other premises where the Equipment may be found and to take possession of and to remove the Equipment, at Lessee's sole cost and expense, without legal process. Lessee understands that it may have a right under law to notice and a hearing prior to repossession of the Equipment. As an inducement to Lessor to enter into a transaction,but only to the extent that Lessee, if a state agency,has statutory authority to do so,Lessee hereby expressly waives all rights conferred by existing law to notice and a hearing prior to such repossession by Lessor or any officer authorized by law to effect repossession and hereby releases Lessor from all liability in connection with such repossession. Without waiving the doctrines of sovereign immunity and immunity from suit and to the extent authorized by the constitution and laws of the State of Texas, Lessee's obligation to return Equipment may, at Lessor's option, be specifically enforced by Lessor. 14. Quiet Enjoyment. During the Schedule Term, Lessor shall not interfere with Lessee's quiet enjoyment and use of the Equipment provided that an Event of Default (as hereinafter defined in Section 23 of the MLA) has not occurred. 15. Warranties. Lessor and Lessee acknowledge that manufacturer Equipment warranties, if any, inure to the benefit of the Lessee. Lessee agrees to pursue any warranty claim directly against such manufacturer of the Equipment and shall not pursue any such claim against Lessor. Lessee shall continue to pay Lessor all amounts payable under any Schedule under any and all circumstances. 16. No Warranties. LESSEE ACKNOWLEDGES THAT LESSOR IS NOT THE MANUFACTURER OR LICENSOR OF THE EQUIPMENT. LESSEE AGREES THAT LESSOR HAS NOT MADE AND MAKES NO REPRESENTATIONS OR WARRANTIES OF WHATSOEVER NATURE, DIRECTLY OR INDIRECTLY, EXPRESS OR IMPLIED, AS TO THE SUITABILITY, DURABILITY, FITNESS FOR USE, MERCHANTABILITY, CONDITION, OR QUALITY OF THE EQUIPMENT OR ANY UNIT THEREOF. LESSEE SPECIFICALLY WAIVES ALL RIGHT TO MAKE CLAIM AGAINST LESSOR FOR BREACH OF ANY EQUIPMENT WARRANTY OF ANY KIND WHATSOEVER; AND WITH RESPECT TO LESSOR,LESSEE LEASES EQUIPMENT"AS IS". LESSOR SHALL NOT BE LIABLE TO LESSEE FOR ANY LOSS, DAMAGE, OR EXPENSE OF ANY KIND OR NATURE CAUSED DIRECTLY OR INDIRECTLY BY ANY EQUIPMENT LEASED HEREUNDER, OR BY THE USE OR MAINTENANCE THEREOF, OR BY THE REPAIRS, SERVICE OR ADJUSTMENT THERETO OR ANY DELAY OR FAILURE TO PROVIDE ANY THEREOF, OR BY ANY INTERRUPTION OF SERVICE OR LOSS OF USE THEROF, OR FOR ANY LOSS OF BUSINESS OR DAMAGE WHATESOEVER AND HOWSOEVER CAUSED WITHOUT IN ANY WAY IMPLYING THAT ANY DIR Contract No.DIR-TSO-2538 Page 8 of 20 Appendix G SUCH WARRANTY EXISTS AND WITHOUT INCREASING ITS LIABILITY HEREUNDER, TO ASSIGN TO LESSEE UPON LESSEE'S REQUEST THEREFOR ANY WARRANTY OF A MANUFACTURER OR LICENSOR OR SELLER RELATING TO THE EQUIPMENT THAT MAY HAVE BEEN GIVEN TO LESSOR. 17. Indemnification. (a) Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent permitted by the laws and Constitution of the State of Texas, Lessee shall indemnify, protect, save and hold harmless Lessor, its agents, servants and successors from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses and attorney's fees, of whatsoever nature, arising out of the use, misuse, condition, repair, storage, return or operation (including, but not limited to, latent and other defects, whether or not discoverable by it) of any unit of Equipment, regardless of where, how and by whom operated, and arising out of negligence (excluding the gross negligence or willful misconduct of Lessor). Lessee is liable for the expenses of the defense or the settlement of any suit or suits or other legal proceedings brought to enforce any such losses, damages, injuries, claims, demands, and expenses and shall pay all judgments entered in any such suit or suits or other legal proceedings. The indemnities and assumptions of liabilities and obligations herein provided for shall continue in full force and effect notwithstanding the termination of the MLA or a Schedule whether by expiration of time, by operation of law or otherwise. With respect to Lessor, Lessee is an independent contractor,and nothing contained herein authorizes Lessee or any other person to operate the Equipment so as to impose or incur any liability or obligation for or on behalf of Lessor. (b) Without waiving the doctrines of sovereign immunity and immunity from suit, and to, the extent permitted by the laws and Constitution of the State of Texas, Lessee and DIR individually and collectively assume all risks and liabilities with respect to any claim made by any third party that the lease arrangements herein are not authorized by law. Without waiving the doctrines of sovereign immunity and immunity from suit, and to the extent permitted by the laws and Constitution of the State of Texas, Lessee and DIR agree to indemnify, save and hold harmless Lessor from any and all such claims and all expenses incurred in connection with such claims or to defend against such claims, including without limitation any judgments by a court of competent jurisdiction or settlement or compromise with such claimant. (c)Lessor is the owner of the Equipment and has title to the Equipment. If any other person attempts to claim ownership of the Equipment by asserting that claim against Lessee or through Lessee, Lessee agrees, at its expense,to protect and defend Lessor's title to the Equipment. Lessee further agrees that it will at all times keep the Equipment free from any legal process, encumbrance or lien whatsoever, and Lessee shall give Lessor immediate notice if any legal process, encumbrance or lien is asserted or made against the Equipment. 18. Risk of Loss. Commencing upon delivery and continuing throughout the Schedule Term,Lessee shall bear the entire risk of loss or damage in respect to any Equipment,whether partial or complete, from any cause whatsoever. In the event of loss,theft, destruction or damage of any kind to any item of Equipment, or if any Equipment is lost stolen,or taken by governmental action for a stated period extending beyond the Term of any Schedule DIR Contract No.DIR-TSO-2538 Page 9 of 20 Appendix G (an"Event of Loss"),Lessee shall promptly notify Lessor. Lessee shall,at its option: (a) immediately place the affected Equipment in good condition and working order, (b) replace the affected Equipment with identical equipment of at least equal value, in good condition and repair, and transfer clear title thereto to Lessor, or(c)to the extent permitted by law,pay to Lessor,within thirty(30) days of the Event of Loss, an amount equal to the Stipulated Loss Value ("SLV" as hereafter defined) for such affected Equipment,plus any other unpaid amounts then due under the Schedule. If an Event of Loss occurs as to part of the Equipment for which the SLV is paid, a prorated amount of each Rent Payment shall abate from the date the SLV payment is received by Lessor. The SLV shall be an amount equal to the sum of all future Rent Payments from the last Rent Payment date to the end of the Schedule Term with such Rent Payments discounted to present value at the like-term Treasury Bill rate for the remaining Schedule Term in effect on the date of such Event of Loss, or if such rate is not permitted by law,then at the lowest permitted rate. In the event of a governmental taking of Equipment for an indefinite period or for a stated period, which does not extend beyond the Schedule Term, all obligations of the Lessee with respect to such Equipment (including payment of Rent) shall continue. So long as Lessee is not in default hereunder, Lessor shall pay to Lessee all sums received by Lessor from the government by reason of such taking. 19. Insurance. At its expense,Lessee shall keep the Equipment insured against all risks of loss and damage with companies acceptable to Lessor for an amount equal to the original cost of the Equipment,with Lessor or its assign(s) named as a loss payee. Lessee shall also maintain comprehensive general liability insurance, with Lessor or its assign(s)named as an additional insured. Lessee shall be liable for any loss not covered by insurance. All said insurance shall be in form and amount satisfactory to Lessor. Lessee shall pay the premiums therefor and deliver to Lessor or its assign(s) the certificates of insurance or duplicates thereof or other evidence satisfactory to Lessor or its assign(s) of such insurance coverage. Evidence of such insurance coverage shall be furnished no later than the Schedule Commencement Date of each Schedule and from time to time as Lessor or its assign(s)may request. Lessee hereby irrevocably appoints Lessor as Lessee's attorney-in-fact to make claim for, receive payment of, and execute and endorse all documents, checks or drafts received in payment for loss or damage under any said insurance policy. Lessee may self-insure with respect to the required.coverage. Further,Lessees that are defined as state agencies in accordance with Section 2054.003,Texas Government Code (including institutions of higher education as defined in Texas Education Code, Section 61.003) and those purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code,may self-insure their obligations in this section. 20. Representations and Warranties of Lessee. Lessee representsand warrants for the benefit of Lessor and its assigns, and Lessee will provide an opinion of counsel to the effect that, as of the time of execution of the MLA and each Schedule between Lessor and Lessee: (a) Lessee is either a Texas state agency or Texas local government, as defined in Section 2054.003, Texas Government Code (including institutions of higher education as defined in Texas Education Code, Section 61.003) or a state agency purchasing from a DIR contract through an Interagency DIR Contract No.DIR-TSO-2538 Page 10 of 20 Appendix G Agreement,as authorized by Chapter 771,Texas Government Code.Lessee has made an independent legal and management determination to enter into this transaction; (b) Each Schedule executed by Lessee has been duly authorized, executed and delivered by Lessee and constitutes a valid, legal and binding agreement of Lessee, enforceable in accordance with its terms; (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessee of any Schedule between Lessor and Lessee; (d) The entering into and performance of any Schedule between Lessor and Lessee, the MLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessee or result in any breach of, or constitute a default under, or result in the creation of any lien, charge, security interest or other encumbrance upon assets of the Lessee or on the Equipment leased under any Schedule between Lessor and Lessee pursuant to any instrument to which the Lessee is a party or by which it or its assets may be bound; (e) To the best of Lessee's knowledge and belief,there are no suits or proceedings pending or threatened against or affecting Lessee, which if determined adversely to Lessee will have a material adverse effect on the ability of Lessee to fulfill its obligations under the MLA or any Schedule between Lessor and Lessee; (f) The use of the Equipment is essential to Lessee's proper,efficient and economic operation,and Lessee will sign and provide to Lessor upon execution of each Schedule between Lessor and Lessee hereto written certification to that effect; and (g) Lessee represents and warrants that (i) It has authority to enter into any Schedule under this MLA, (ii)the persons executing a Schedule have been duly authorized to execute the Schedule on Lessee's behalf, (iii) all information supplied to Lessor is true and correct, including all credit and financial information and (iv) it is able to meet all its financial obligations, including the Rent Payments hereunder. 21. Representation and Warranties of DIR. DIR represents and warrants for the benefit of Lessor and its assigns, and DIR will provide an opinion of counsel to the effect that, as of the time of execution of the MLA: (a) DIR is a State agency as defined in Section 2251.001,Texas Government Code.DIR has not provided the Lessee or the Lessor with any legal or management advice regarding the MLA or any Schedule executed pursuant thereto; (b) This MLA has been duly authorized,executed and delivered by DIR and constitutes a valid, legal and binding Agreement of DIR, enforceable in accordance with its terms; DIR Contract No.DIR-TSO-2538 Page 11 of 20 Appendix G (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or governmental authority or instrumentality with respect to the entering into or performance by DIR of this MLA; (d) The entering into and performance of the MLA does not violate any judgment,order,law or regulation applicable to DIR or result in any breach of, constitute a default under,or result in the creation of any lien,charge, security interest or other encumbrance upon assets of DIR or on the Equipment pursuant to any instrument to which DIR is a party or by which it or its assets may be bound; (e) To the best of DIR's knowledge and belief, there are no suits or proceedings pending or threatened against or affecting DIR,which if determined adversely to DIR will have a material adverse effect on the ability of DIR to fulfill its obligations under the MLA; (f) DIR is authorized to charge and collect the administrative fee as set forth within Section 5 of the Contract; (g) Lessor's payment of the administrative fee to DIR shall not constitute an illegal gratuity or otherwise violate Texas law; and (h)DIR is a government agency subject to the Texas Public Information Act. Lessor acknowledges that DIR will comply with the Public Information Act, and with all opinions of the Texas Attorney Generals' office concerning this Act. 22. Representations and Warranties of Lessor. (a) Lessor is an entity authorized and validly existing under the laws of its state of organization, is authorized to do business in Texas, and is not in default as to taxes owed to the State of Texas and any of its political subdivisions; (b) The MLA and each Schedule executed in conjunction to this MLA have been duly authorized, executed and delivered by Lessor and constitute valid, legal and binding agreements of Lessor, enforceable with respect to the obligations of Lessor herein in accordance with their terms; (c) No approval, consent or withholding of objection is required from any federal or other governmental authority or instrumentality with respect to the entering into or performance by Lessor of this MLA or any Schedule; (d) The entering into and performance of the MLA or any Schedule will not violate any judgment, order, law or regulation applicable to Lessor or result in any breach of,or constitute a default under,or result in the creation of any lien,charge,security interest or other encumbrance upon the assets of the Lessor, including Equipment leased under the MLA and Schedules thereto, pursuant to any instrument to which the Lessor is a party or by which it or its assets may be bound; and (e) To the best of Lessor's knowledge and belief,there are no suits or proceedings pending or threatened against or affecting Lessor, which if determined adversely to Lessor will have a material adverse effect on the ability of Lessor to fulfill its obligations under the MLA or any Schedule. DIR Contract No.DIR-TSO-2538 Page 12 of 20 Appendix G 23. Default. Lessee shall be in default under a Schedule upon the occurrence of any one or more of the following events (each an "Event of Default"): (a) nonpayment or incomplete payment by Lessee of Rent or any other sum payable; (b) nonpayment or incomplete payment by Lessee of Rent or any other sum payable on its due date; (c) failure by Lessee to perform or observe any other term, covenant or condition of this MLA, any Schedule, or any applicable software license agreement,which is not cured within ten(10)days after notice thereof from Lessor; (d) insolvency by Lessee; (e) Lessee's filing of any proceedings commencing bankruptcy or the filing of any involuntary petition against Lessee or the appointment of any receiver not dismissed within sixty (60) days from the date of said filing or appointment; (f) subjection of a substantial part of Lessee's property or any part of the Equipment to any levy, seizure, assignment or sale for or by any creditor or governmental agency; or (g) any representation or warranty made by, Lessee in this MLA, any Schedule or in any document furnished by Lessee to Lessor in connection therewith or with the acquisition or use of the Equipment being or becoming untrue in any material respect. 24. Remedies. (a) Upon the occurrence of an "Event of Default" and at any time thereafter Lessor may, in its sole discretion, do any one or more of the following: (i)After giving fifteen(15) days prior written notice to Lessee of default, during which time Lessee shall have the opportunity to cure such default, terminate any or all Schedules executed by Lessor and the defaulting Lessee; (ii)without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, Lessor may proceed by appropriate court action to enforce the performance of the terms of the Schedule and/or recover damages, including all of Lessor's economic loss for the breach thereof; (iii) whether or not the Schedule is terminated, upon notice to Lessee,take possession of the Equipment wherever located,without demand,.liability, court order or other process of law, and for such purposes Lessee, to the extent authorized by Texas law, hereby authorizes Lessor, its assigns or the agents of either to enter upon the premises where such Equipment is located or cause Lessee, and Lessee hereby agrees, to return such Equipment to Lessor in accordance with the requirements of Section 13 of the MLA; (iv) by notice to Lessee, and to the extent permitted by law, declare immediately due and payable and recover from Lessee, as liquidated damages and not as a penalty,the sum of(a)the present value of the Rent owed from the earlier of the date of payment by Lessee or the date Lessor obtains a judgment against Lessee until the end of the Schedule Term plus, if the Equipment is not returned to or repossessed by Lessor, the present value of the estimated in-place fair market value of the Equipment at the end of the Schedule Term as determined by Lessor, each discounted at a rate equal to the rate used by Lessor for business opportunity analysis; (b) all Rent and other amounts due and payable on or before the earlier of the date of payment by Lessee or the date Lessor obtains a judgment against Lessee; and (c) without Lessee and D1R waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, costs, fees (including all attorneys' fees and court costs)and expenses associated with collecting said sums; and(d)interest on(a) and(b) from the date of default at 1 1/2%per month or portion thereof(or the highest rate allowable by law, if less) and,on(c)from the date Lessor incurs such fees, costs or expenses. DIR Contract No.DIR-TSO-2538 Page 13 of 20 Appendix G (b)Upon return or repossession of the Equipment,Lessor may, if it so decides in its sole discretion,upon notice to Lessee, use reasonable efforts to sell, re-lease or otherwise dispose of such Equipment, in such manner and upon such terms as Lessor may determine in its sole discretion, so long as such manner and terms are commercially reasonable. Upon disposition of the Equipment, Lessor shall credit the Net Proceeds (as defined below)to the damages paid or payable by Lessee. Proceeds upon sale of the Equipment shall be the sale price paid to Lessor less the Stipulated Loss Value in effect as of the date of default. Proceeds upon a re-lease of the Equipment shall be all rents to be received for a term not to exceed the remaining Schedule Term, discounted to present value as of the commencement date of the re-lease at the Lessor's current applicable debt rate; Without Lessee and DIR waiving the doctrines of sovereign immunity and immunity from suit, and to the extent allowed by the laws and Constitution of the State of Texas, "Net Proceeds" shall be the Proceeds of sale or re- lease as determined above, less all costs and expenses incurred by Lessor in the recovery, storage and repair of the Equipment, in the remarketing or disposition thereof, or otherwise as a result of Lessee's default, including any court costs and attorney's fees and interest on the foregoing at eighteen percent (18%)per annum or the highest rate allowable by law,if less,calculated from the dates such costs and expenses were incurred until received by Lessor. Lessee shall remain liable for the amount by which all sums, including liquidated damages, due from Lessee exceeds the Net Proceeds. Net Proceeds in excess thereof are the property of and shall be retained by Lessor. (c)No termination,repossession or other act by Lessor in the exercise of its rights and remedies upon an Event or Default shall relieve Lessee from any of its obligations hereunder. No remedy referred to in this Section is intended to be exclusive, but each shall be cumulative and in addition to any other remedy referred to above or otherwise available to Lessor at law or in equity. (d) Neither DIR nor non-defaulting Lessees shall be deemed in default under the MLA or Schedules because of the default of a particular Lessee. Lessor's remedies under this Section 24 shall not extend to DIR and those non-defaulting Lessees. 25. Notices and Waivers. All notices relating to this MLA shall be delivered to DIR or the Lessor as specified within Section 6 of the Contract, or to another representative and address subsequently specified in writing by the appropriate parties hereto. All notices relating to a Schedule shall be delivered in person to an officer of the Lessor or Lessee or shall be mailed certified or registered to Lessor or Lessee at its respective address shown on the Schedule or to another address subsequently specified in writing by the appropriate parties thereof. DIR, Lessee,and Lessor intend and agree that a photocopy or facsimile of this MLA or a Schedule and all related documents, including but not limited to the Acceptance Certificate, with their signatures thereon shall be treated as originals, and shall be deemed to be as binding, valid, genuine, and authentic as an original signature document for all purposes. This MLA and those Schedules in conjunction hereof are a"Finance Lease"as defined in Article 2A of the Uniform Commercial Code("UCC"). A waiver of a specific Default shall not be a waiver of any other or subsequent Default. No waiver of any provision of this MLA or a provision of a Schedule shall be a waiver of any other provision or matter, and all such waivers shall be in writing and executed by an officer of the Lessor. No failure on the part of Lessor to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof. 26. Assignment by Lessor; Assignment or Sublease by Lessee. DIR Contract No.DIR-TSO-2538 Page 14 of 20 Appendix G (a) Lessor may (i) assign all or a portion of Lessor's right, title and interest in this MLA and/or any Schedule; (ii) grant a security interest in the right, title and interest of Lessor in the MLA, any Schedule and/or any Equipment; and/or (iii) sell or transfer its title and interest as owner of the Equipment and/or as Lessor under any Schedule;and DIR and each Lessee leasing Equipment under the MLA understand and agree that Lessor's assigns may each do the same (hereunder collectively "Assignment").All such Assignments shall be subject to each Lessee's rights under the Schedule(s) executed between it and Lessor and to DIR's rights under the MLA.Each Lessee leasing Equipment through Schedules under this MLA and DIR hereby consent to such Assignments and agree to execute and deliver promptly such acknowledgements,Opinions of Counsel and other instruments reasonably requested to effect such Assignment. Each Lessee leasing Equipment through Schedules under this MLA and DIR acknowledge that the assigns do not assume Lessor's obligations hereunder and agree to make all payments owed to the assigns without abatement and not to assert against the assigns any claim, defense, setoff or counterclaim which DIR or the Lessee(s)may possess against the Lessor or any other party for any other reason. Lessor shall remain liable for performance under the MLA and any Schedule(s) executed hereunder to the extent Lessor's assigns do not perform Lessor's obligations under the.MLA and Schedule(s) executed hereunder. Upon any such Assignment, all references to Lessor shall also include all such assigns,whether specific reference thereto is otherwise made herein. (b) LESSEE WILL NOT SELL,ASSIGN, SUBLET,PLEDGE OR OTHERWISE ENCUMBER, OR PERMIT A LIEN TO EXIST ON OR AGAINST ANY INTEREST IN THIS LEASE, OR THE EQUIPMENT, OR REMOVE THE EQUIPMENT FROM ITS LOCATION REFERRED TO ON THE SCHEDULE, WITHOUT LESSOR'S PRIOR WRITTEN • CONSENT EXCEPT AS PROVIDED IN SECTION 11 OF THIS MLA. LESSOR MAY ASSIGN ITS INTEREST IN THIS LEASE AND SELL OR GRANT A SECURITY INTEREST IN ALL OR ANY PART OF THE EQUIPMENT WITHOUT LESSEE'S CONSENT. LESSEES THAT ARE STATE AGENCIES, WITHOUT WAIVING THE DOCTRINE OF SOVEREIGN IMMUNITY AND IMMUNITY FROM SUIT,AND ONLY AS MAY BE AUTHORIZED BY THE CONSTITUTION AND LAWS OF THE STATE OF TEXAS, AGREE THAT IN ANY ACTION BROUGHT BY AN ASSIGNEE AGAINST • LESSEE TO ENFORCE LESSOR'S RIGHTS HEREUNDER,LESSEE WILL NOT ASSERT AGAINST SUCH ASSIGNEE AND EXPRESSLY WAIVES AS AGAINST ANY ASSIGNEE, ANY BREACH OR DEFAULT ON THE PART OF LESSOR HEREUNDER OR ANY OTHER DEFENSE, CLAIM OR SET-OFF WHICH LESSEE MAY HAVE AGAINST LESSOR EITHER HEREUNDER OR OTHERWISE. NO SUCH ASSIGNEE SHALL BE OBLIGATED TO PERFORM ANY OBLIGATION, TERM OR CONDITION REQUIRED TO BE PERFORMED BY LESSOR HEREUNDER. Without the prior written consent of Lessor, DIR shall not assign, sublease, transfer, pledge or hypothecate the Master Lease Agreement; provided, however, that no such prior written consent from Lessor is necessary in the event of a legislative mandate to transfer the contract to another state agency. 27. Delivery of Related Documents. For each Schedule,Lessee will provide the following documents and information satisfactory to Lessor: (a) Certificate of Acceptance; (b) Opinion of Counsel; (c) proof of self-insurance acceptable to Lessor; (d) DIR Contract No.DIR-TSO-2538 Page 15 of 20 Appendix G Financial Statements; (e) Incumbency Certificate; and (f) Other documents as reasonably required by Lessor. 28. Lessee's Waivers. To the extent permitted by applicable law,Lessee hereby waives the following rights and remedies conferred upon Lessee by the Uniform Commercial Code: to (i) cancel any Schedule under the MLA; (ii) repudiate any Schedule; (iii) reject the Equipment; (iv) revoke acceptance of the Equipment; (v) recover damages from Lessor for any breach of warranty by the manufacturer; (vi) claim a security interest in the Equipment in Lessee's possession or control for any reason;(vii)deduct all or any part of any claimed damages resulting from Lessor's default, if any, under any Schedule; (viii) accept partial delivery of the Equipment; (ix) "cover" by making any purchase or lease of or contract to purchase or lease equipment in substitution for the Equipment due from Lessor; (x)recover any special,punitive, incidental or consequential damages, for any reason whatsoever. Lessee agrees that,any delay or failure to enforce Lessor's rights under this MLA or a Schedule does not prevent Lessor from enforcing any rights at a later time. 29. Security Interest and UCC Filings. To secure payments hereunder, Lessor reserves and Lessee hereby grants to Lessor a continuing security interest in the Equipment and any and all additions,replacements, substitutions, and repairs thereof. When all of the Lessee's obligations under this MLA and respective Schedules have been fully paid and satisfied, Lessor's security interest shall terminate. Nothing contained herein shall in any way diminish Lessor's right, title, or interestin or to the Equipment. Lessor and Lessee agree that a reproduction of this MLA and/or any associated Schedule may be filed as a financing statement and shall be sufficient as a financing statement under the Uniform Commercial Code ("UCC"). Lessee hereby appoints Lessor, its agents, successors or assigns its true and lawful attorney-in-fact for the limited purpose of executing and filing on behalf of Lessee any and all UCC Financing Statements which in Lessor's sole discretion are necessary or proper to secure Lessor's interest in the Equipment in all applicable jurisdictions. Lessee shall execute or obtain and deliver to Lessor,upon Lessor's request, such instruments, financing statements and assurances, as Lessor deems necessary or advisable for the protection or perfection of this Lease and Lessor's rights hereunder and will pay all costs incident thereto. 30. Miscellaneous. (a) Applicable Law and Venue. The MLA and each Schedule SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS. In the event of a dispute between the parties, exclusive venue for any legal action shall be in the state court where Lessee has its principal office or where the Equipment is located, with the following exception: if a Lessee is designated as a State agency as defined in Section 2054.003, Texas Government Code, including a university system or institution of higher education, and those purchasing from a DIR contract through an Interagency Agreement, as authorized by Chapter 771, Texas Government Code, then exclusive venue shall be in the state district court of Travis County,Texas. (b) Counterpart. Only original counterpart No. 1 of each Schedule shall be deemed to be an "Original" for chattel paper purposes under the Uniform Commercial Code. Any and all other counterparts shall be deemed to be a"Copy". NO SECURITY INTEREST IN THIS MLA, IN ANY SCHEDULE, OR DIR Contract No.DIR-TSO-2538 Page 16 of 20 Appendix G IN ANY OF THE EQUIPMENT MAY BE CREATED, TRANSFERRED, ASSIGNED OR PERFECTED BY THE TRANSFER AND POSSESSION OF THIS MLA ALONE OR OF ANY "COPY" OF THE SCHEDULE, BUT RATHER SOLELY BY THE TRANSFER AND POSSESSION OF THE "ORIGINAL" COUNTERPART OF THE SCHEDULE INCORPORATING THIS MLA BY REFERENCE. (c) Suspension of Obligations of Lessor. Prior to delivery of any Equipment, the obligations of Lessor hereunder shall be suspended to the extent that it is hindered or prevented from performing because of causes beyond its control. (d) Severability. In the event of any provision of this MLA or any Schedule shall be determined by a court of competent jurisdiction to be invalid or unenforceable, the parties hereto agree that such provision shall be ineffective without invalidating the remaining provisions thereof. (e) Entire Agreement. Lessor and Lessee acknowledge that there are no agreements or understanding, written or oral, between them with respect to the Equipment, other than as set forth in this MLA and in each Schedule to which Lessee is a signatory party. Lessor and Lessee further acknowledge that this MLA and each Schedule to which Lessee is a party contain the entire agreement between Lessor and Lessee and supersedes all previous discussions and terms and conditions of any purchase orders issued by Lessee. DIR and Lessor acknowledge that there are no agreements or understandings, written or oral, between them other than as set forth in this MLA and Contract Number DIR-TSO- 2538 and that both contain the entire agreement between them. Neither this MLA nor any Schedule may be altered, modified, terminated, or discharged except by a writing signed by the party against whom enforcement of such action is sought. (f) Headers. The descriptive headings hereof do not constitute a part of any Schedule and no inferences shall be drawn therefrom. (g) Language context. Whenever the context of this MLA requires, the masculine gender includes the feminine or neuter, and the singular number includes the plural, and whenever the word Lessor is used herein, it shall include all assignees of Lessor. (h) Lessor Certifications. Lessor certifies that: (i) it has not given, offered to give, and does 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 this MLA and/or any Schedules executed hereunder; (ii) it is not currently delinquent in the payment of any franchise tax owed the State of Texas and is not ineligible to receive payment under Section 231.006, Texas Family Code and acknowledges this MLA may be terminated and payment withheld if this certification is inaccurate; • DIR Contract No.DIR-TSO-2538 Page 17 of 20 Appendix G (iii) neither it,nor anyone acting for it, has violated the antitrust laws of the United States or the State of Texas,nor communicated directly or indirectly to any competitor or any other person engaged in such line of business for the purpose of obtaining an unfair price advantage; (iv) it has not received payment from DIR, Lessee or any of their employee's for participating in the preparation of this MLA and the Schedule(s)hereunder; (v) during the term of this MLA, it will not discriminate unlawfully against any employee or applicant and that, upon request it 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, (vi) under Section 2155.004,Texas Government Code,the Lessor certifies that the individual or business entity named in this MLA is not ineligible to receive the specified MLA and acknowledges that this MLA may be terminated and payment withheld if this certification is inaccurate; (vii) to the best of their knowledge and belief, there are no suits or proceedings pending or threatened against or affecting them, which if determined adversely to them will have a material adverse effect on the ability to fulfill their obligations under the MLA; (viii) Lessor 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; (ix) as of the effective date of the MLA, are not listed in 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; ' (x) to the extent applicable to this scope of this MLA, Lessor hereby certifies that it is in compliance with Subchapter Y,Chapter 361,Health and Safety Code related to the Computer Equipment Recycling Program and its rules, 30 TAC Chapter 328; (xi) Lessor agrees that any payments due under this MLA will be applied towards any debt, including but not limited to delinquent taxes and child support that is owed to the State of Texas; (xii) Vendor certifies that they are in compliance Section 669.003, Texas Government Code, relating to contracting with executive head of a state agency; if Section 669.003 applies, Vendor will complete the following information: Name of Former Executive;Name of State Agency;Position with Vendor and Date of Employment with Vendor. (xiii) Vendor certifies for itself and its subcontractors that it has identified all current or former, within the last five years, employees of the State of Texas assigned to work on the DIR DIR Contract No.DIR-TSO-2538 Page 18 of 20 Appendix G Contract 20%or more of their time and has disclosed them to DIR and has disclosed or does not employ any relative of a current or former state employee within two degrees of consanguinity, and, if these facts change during the course of the Contract, Vendor certifies it shall disclose for itself and on behalf of subcontractors the name and other pertinent information about the employment of current and former employees and their relatives within two degrees of consanguinity; (xiv) Lessor represents and warrants that the provision of goods and services or other performance under the MLA will not constitute an actual or potential conflict of interest and certifies that it will not reasonably create the appearance of impropriety, and, if these facts change during the course of the MLA, Lessor certifies it shall disclose for itself and on behalf of subcontractors the actual or potential conflict of interest and any circumstances which create the appearance of impropriety; (xv) Lessor represents and warrants that the Lessee's payment to Lessor and Lessor's receipt of appropriated or other funds under this Agreement are not prohibited by Sections 556.005 or Section 556.008, Texas Government Code; (xvi) Under Section 2155.006, Government Code, Lessor certifies that the individual or business entity in this MLA is not ineligible to receive the specified MLA and acknowledges that this MLA may be terminated and payment withheld if this certification is inaccurate. In addition, Lessor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code,in fulfilling the terms of the MLA;and(xviii)Lessor certifies that it has complied with the Section 556.0055, Texas Government Code, restriction on lobbying expenditures.. In addition, Vendor acknowledges the applicability of §2155.444 and §2155.4441, Texas Government Code, in fulfilling the terms of the Contract. During the term of the MLA, Lessor shall, for itself and on behalf of its subcontractors, promptly disclose to DIR all changes that occur to the foregoing certifications,representations and warranties. Lessor covenants to fully cooperate in the development and execution of resulting documentation necessary to maintain an accurate record of the certifications,representations and warranties (i) Dispute Resolution. The following paragraph applies only to Lessees designated as a State agency as defined in Section 2054.003, Texas Government Code, including a university system or institution of higher education,and those purchasing from a DIR contract through an Interagency Agreement,as authorized by Chapter 771, Texas Government Code. To the extent that Chapter 2260 of the Texas Government Code, as it may be amended from time to time ("Chapter 2260"), is applicable to this Agreement and is not preempted by other applicable law, the dispute resolution process provided for in Chapter 2260, and rules promulgated there under shall be used by the Lessee and Lessor to attempt to resolve any claim for breach of agreement made by Lessor. (j) Sovereign Immunity. Nothing herein shall be construed to waive the State's sovereign immunity. DIR Contract No.DIR-TSO-2538 Page 19 of 20 Appendix G 31.Amendments. The terms and conditions of this MLA may be amended only by written instrument executed by the Lessor and DIR. DIR Contract No.DIR-TSO-2538 Page 20 of 20 Appendix G