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Item 4CCITY OF SOUTH LAS E MEMORANDUM June 9, 2009 TO: Shana Yelverton, City Manager FROM: Stacey Black, Director of Human Resources SUBJECT: Approve the purchase of Kronos automated timekeeping system from Immix Technologies, Inc. in the amount of $84,089.50. Action Requested: Approve the purchase of Kronos automated timekeeping system including software, hardware, maintenance and implementation services from Immix Technologies, Inc. in the amount of $84,089.50. Background Information: Employees currently complete paper timesheets to report hours worked for payroll and time is manually entered into the existing Tyler Technologies Munis Payroll system by designated staff members. The current method is labor intensive and error prone. Purchasing and implementing an automated timekeeping system will allow employees to punch in using biometric time clocks or computer stations. The system will efficiently and accurately capture hours worked, eliminating the need for paper timesheets and reducing the likelihood of errors and employee fraud. In addition, managers will have real time access to hours worked allowing for more proactive management of staffing and overtime. The data captured by the system will be uploaded into the existing Munis payroll system in order to complete the payroll process. A selection review committee reviewed two companies and ultimately selected Kronos as the best option to meet the needs of the City. The Kronos automated timekeeping system will be purchased from Immix Technologies using the Texas Multiple Award Schedule (TXMAS) cooperative purchasing arrangement and, therefore, has met the bidding requirements. Funding in the amount of $108,000 was budgeted during the normal budget process in the Strategic Initiative Fund. Financial Considerations: Total expenditures of $84,089.50 are under the budgeted amount of $108,000.00. Shana Yelverton, City Manager June 9, 2010 Page 2 Strategic Link: 136: Optimize Use of Technology 135: Improve Performance of Delivery and Operational Processes Citizen Input/ Board Review: Not applicable. Legal Review: None required. The TXMAS contract has already undergone legal review. Alternatives: Do not approve the purchase. Staff will continue to complete paper timesheets and enter time manually into the existing payroll system. Supporting Documents: Immix Technologies, Inc Sales Quote and TXMAS Agreement Staff Recommendation: Approve item as proposed. immixTechnology Sales Quotation Stacey Black City of Southlake City of Southlake, TX 1400 Main St. Ste. 260 Southlake, TX 76092 PH: (817) 748 -8063 FAX: (817) 748 -8065 sblack@cityofsouthlake.com Quote Number: QUO- 145977- 7B6G6L Quote Date: 61212010 Expiration Date: 7/212010 Contract No.: Contractor Type: CAGE Code: DUNS No.: TAX ID #: Terms: FOB: Order /Payment Address: immixTechnology, Inc. 8444 Westpark Drive, Suite 200 McLean, VA 22102 PH: 703 - 752 -0610 FX: 703 - 752 -0613 EFT: BB &T Routing No. 055003308 TXMAS -6 -70060 Small Business 3CA29 09- 869 -2374 54- 1912608 NET 30 Destination immixTechnology Contact: Rochel, Nathan 571- 405 -2950 Nathan Rochel@immixgroup.com Manufacturer Quote #: Manufacturer Contact: Foster, Kyle Manufacturer Ref #: 7 1 214.471.7149 Kyle.foster @kronos.com Item Part Number Contract Trans Product Description Qty Price Extended Price Type 1 8800079 -000 TXMAS -6- LIC Workforce Timekeeper v6 - per employee 350 $19.41 $6,793.50 70060 2 8800079 -000GM TXMAS -6- MNT Gold Support Service for Workforce 350 $3.88 $1,358.00 70060 Timekeeper v6 - per employee 3 8800082 -000 TXMAS -6- LIC Managers for Workforce Central v6 - per Mgr 90 $167.00 $15,030.00 70060 4 8800082 -000GM TXMAS -6- MNT Gold Support Service for Managers for 90 $33.40 $3,006.00 70060 Workforce Central v6 - per Mgr 5 8800081 -000 TXMAS -6- LIC Workforce Employee v6 - per employee 350 $5.77 $2,019.50 70060 6 8800081 -000GM TXMAS -6- MNT Gold Support Service for Workforce 350 $1.15 $402.50 70060 Employee v6 - per employee 7 8800092 -000 OPENMARKET LIC Workforce Integration Manager Unlimited 350 $3.00 $1,050.00 Interface V6 - Employee 8 8800092 -000GM OPENMARKET MNT Gold Support Service for Workforce 350 $0.60 $210.00 Integration Manager Unlimited Interface V6 - Employee Group Total: $29,869.50 9 8602800 -003 TXMAS -6- HW 4500 Numeric Proximity 10/100 Mbit Ethernet 10 $1,950.00 $19,500.00 70060 10 99X2800 -003 TXMAS -6- HW MNT Depot Exchange 4500 Numeric Proximity 10 $187.54 $1,875.40 70060 10/100 Mbit Ethernet (RoHS Compliant) 11 8602801 -001 TXMAS -6- HW Kronos Touch IDTm Fingerprint Verification 10 $350.00 $3,500.00 70060 1 Option( all supported countries) 12 99X2801 -001 TXMAS -6- HW MNT Depot Exchange for Kronos Touch ID TM 10 $57.46 $574.60 70060 1 Fingerprint Verification Option( all supported 1 countries) Group Total: $25,450.00 13 9990002 - ENT -PM TXMAS -6- SVC Enterprise Services Project Manager (Per 24 1 $165.00 $3,960.00 70060 Hour) 14 9990002 - ENT -AC TXMAS -6- SVC Enterprise Services Application Consultant 130 1 $165.00 $21,450.00 70060 (Per Hour) Group Total: $25,410.00 All Pricing information is confidential Page 1 of 2 Quote # QUO-1 45977-7136G61- immixTechnology Sales Quotation I Continued Item Part Number Contract Trans Product Description Qty Price Extended Price Type 15 B TXMAS-6- TR Generic Training Points to be used for any 4200 $0.80 $3,360.00 70060 training class. Bill as you go Training Points (invoiced upon delivery or attendance) Group Total: $3,360.00 HARDWARE $23,000.00 HARDWARE MAINTENANCE $2,450.00 LICENSE $24,893.00 SW MAINTENANCE $4,976.50 SERVICES $25,410.00 TRAINING $3,360.00 Grand Total $84,089.50 Note: All Purchase Orders processed by immixTechnology, Inc. must include the following: End -user name and phone number; Subject to the Terms and Conditions of Contract Type and Number: TXMAS -6- 70060; PO Number, this Quote Number, Bill To & Ship To addresses, Authorized Signature, terms: NET 30, Shipping: FOB Destination; Sales Tax will be added to all orders that do not provide a copy of tax exemption certificate or resale certificate; Initial year of Support /Maintenance is mandatory. All Pricing information is confidential Page 2 of 2 Quote # QUO - 145977- 7B6G6L STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) CONTRACT TBPC Contract No. Schedule: Commodity Class: THIS CONTRACT is by .and between the STATE OF TEXAS ( "State ") acting through the TEXAS BUILDING & PROCUREMENT. COMMISSION ( "TBPC "), with offices at 1711 San Jacinto Boulevard, Austin, Texas 78701 and ( "Contractor ") with offices at t r o6 1. BACKGROUND: The Contractor has entered into GSA Contract Number .(the "GSA contract ") with the Federal Government under the Federal Government's Supply Schedule Contract Program administered by the General Services Administration ( "GSA ") pursuant to which GSA and Contractor have negotiated in advance of actual purchases the terms and conditions under which Contractor agrees to provide an indeterminate amount of certain goods or services in GSA Schedule 10 to agencies of the federal government. The contract was awarded by GSA following a documented competitive bidding process. Such contract is not a commitment to purchase any goods or services; however, it does provide the terms and conditions upon which the scheduled goods and services may be purchased by a federal agency during the term of the contract. The Texas Building and Procurement Commission has identified the GSA contract as one which offers goods or services on terms and conditions that may be of interest to various agencies of the State of Texas and has therefore determined it advantageous to add the GSA contract with Contractor to the Schedule of State Multiple Award Contracts, pursuant to Texas Government Code, Chapter 2155, Subchapter I (Multiple Contract Award Schedule) (Vernon Supp. 2003). Pursuant to this state multiple. award schedule contract (the "Contract "), Contractor has agreed that an agency or local government entity of the State Texas may acquire the listed goods or services offered by Contractor on the terms and conditions of the GSA contract, as modified herein, but it in no manner obligates any state agency or local government entity to do so. It is recognized that prices reflected in the GSA contract are most favored customer prices and are maximum prices. A state agency or local government entity may negotiate a lower price for goods and services listed on a schedule contract. Revised: January 20, 2004 - TM STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) CONTRACT TERMS & CONDITIONS 2. COMPOSITION OF CONTRACT: This Contract incorporates the terms of the GSA contract, as amended and modified by this Contract. The GSA contract consists of all the documents and materials incorporated in that agreement between Contractor and GSA. Those documents include, without limitation, the GSA's original solicitation, the Contractor's proposal to GSA, with amendments, the Contractor's best and final offer letter, the final award, and the most current version of the GSA contract. (See Paragraph 34: "ENTIRE AGREEMENT. ") Additionally, all representations, clarifications, and certifications submitted by the Contractor as a part of that contracting process are also included, as well as any relevant laws, regulations, documents, guidelines, and other materials incorporated by reference in the GSA contract. 3. CERTIFICATION OF ACCURACY: The. Contractor hereby certifies that all copies of the GSA contract submitted to the State as part of the negotiation of this Contract are true, correct, current, and complete copies of that contract. The Contractor further represents and warrants that all future revisions to this contract which are submitted will reflect true, correct, current, and complete terms and conditions of the then - current GSA contract. 4. CONTRACTOR'S REPRESENTATIONS: The Contractor warrants that all certifications and representations made to the GSA as a basis for obtaining the GSA contract were and are still true and accurate. The Contractor further agrees that such representations have been relied on as a basis for the State entering into this Contract and that such representations and certifications inure to the benefit of the State. 5. FUTURE NOTICE: The Contractor acknowledges that any continuing obligation to notify the GSA of changes affecting the GSA contract, including by way of example, notice of a change of address required under the provisions of the GSA contract, must be provided in the same manner to the State. The State's rights under those notices will be the same as the rights Revised January 20, 2004 - TM 2 STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TEMAS) CONTRACT of the GSA. Additionally, the Contractor agrees to notify the State within thirty (30) calendar days of all changes in the status of or amendments to the GSA contract. 6. PARTIES TO THE CONTRACT: (a) For purposes of this Contract, the State shall execute a market certification and all terms and conditions of the GSA contract not inconsistent with the terms and conditions of this Contract shall apply to the State. Additionally, for purposes of this Contract, all rights and obligations of the Contractor and GSA under the GSA contract, except to the extent that such would create an absurdity or are otherwise clearly inappropriate, or would violate state or federal law, will be rights and obligations as between the Contractor and the State. (b) This Contract may be relied on by any "State Agency" as defined under §2251.001(8) of the Texas Government Code and any "Local Government" as defined under §271.101 of the Texas Local Government Code. Whenever a Local Government relies upon this Contract to issue a purchase order for the goods or services offered by Contractor, the Local Government shall be afforded the same benefits and consideration as the State under this Contract. Any order placed by a Local Government under this contract will be between the Contractor and the Local Government. The Contractor will look solely to the Local Government for performance, including but not limited to payment, and will hold the State harmless with regard to such orders. The State, however, will have the right to terminate this Contract and seek such remedies on termination as this Contract provides should the Contractor fail to honor its obligations under an order from a Local Government. (c) Nothing in this Contract requires the Contractor to accept an order from a Local Government where the Contractor reasonably believes that the Local Government is or will be unable to perform its obligations in relation to that order. 7. SPECIFIC CHANGES TO PROVISIONS INCLUDED IN CONTRACTOR'S SCHEDULE CONTRACT: The State and the Contractor agree to the following changes to specific provisions of the Contractor's Federal Schedule Contract, notwithstanding anything to the contrary contained in the Contractor's Federal Contract: (a) All equipment will be new and all replacement parts will be new. Revised January 20, 2004 - TM 3 STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) CONTRACT (b) The ordering and payment addresses under this Contract will be those contained in the Contractor's offer letter to the State. (c) Payments and invoicing will be done according to the terms discussed under paragraph 12 "PAYMENT DUE DATE" and paragraph 13 "INVOICE .REQUIREMENTS ", below. (d) All shipping of equipment under warranty for repairs will be at the Contractor's expense. (e) All references to hours of the day will be deemed to be references to Central Standard/Daylight Time. (f) The State will not purchase goods or services for overseas delivery, or provide the Contractor with overseas support. (g) The Contractor will not offer to. the State any products that are not Year 2000 compliant. All such items listed in the Contractor's Authorized Price List are deleted for purposes of the State. (h) As this Contract refers to a GSA schedule contract for convenience, orders under this Contract are not orders under the GSA schedule program. Therefore, the federal supply schedules for blanket purchase agreements, contractor team arrangements are not applicable to this contract. However, for administrative convenience and to satisfy a total best value procurement requirement, a purchasing entity may, if the quoted price is determined to be fair and reasonable, purchase incidental items that are not on the GSA contract schedule. The purchase of incidental, off schedule items will be treated as an open market purchase and clearly labeled on the schedule purchase order as open market (OM) items. (i) Those terms and conditions of the Contractor's offering documentation not specifically referenced by the Amendments delineated under this heading shall remain unchanged. (j) In conjunction with the submission of the Contractor Quarterly Sales Report referred to in Paragraph 8 of this document, the Contractor shall remit to the State of Texas a sales rebate which will not exceed the GSA Industrial Funding Fee (IFF) that is in effect at the time of the Quarterly Sales Report submission. (k) The contractor will provide a Universal Resource Locator (URL) address that is exclusive to the contractor's TXMAS contract and catalog. The "hot link" Revised January 20, 2004 - TM 4 STATE OF TEXAS TEXAS BUILDING AND .PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) CONTRACT must allow users access to the contractor's TXMAS catalog from the TBPC website. 8. CONTRACTOR QUARTERLY SALES REPORT: (a) The Contractor shall report to the State the quarterly dollar value '(in U.S. dollars and rounded to the nearest whole dollar) of the sales under this Contract by fiscal quarter (i.e., September- November, December- February, March- May, June- August). The dollar value of the sale shall be the price paid by the schedule user for the products and services on a schedule contract task or delivery order, as recorded by the Contractor. (b) The Contractor shall report the quarterly dollar value of sales electronically in the on -line format provided by TBPC (See Paragraph 8(e), below). If no sales occur, the Contractor shall report "zero" sales. The report shall be submitted within thirty (30) calendar days following the completion of the reporting period. (c) As a component of the Contractor Quarterly Sales Report the Contractor shall remit a Sales Rebate that is authorized by the Texas Government Code, Chapter 2155.510. The Sales Rebate shall be based on the GSA Industrial Funding Fee (IFF) rate that is effective at the time of the report submission. The Sales Rebate rate that will apply to Contract Quarterly Sales Reports submitted for the fiscal quarters commencing March 2004 shall be 0.75 %. This rate shall apply to all quarterly Sales Rebates until a new IFF rate is set by GSA. (d) The Sales Rebate remittance should be identified as " TXMAS Sales Rebate" and made payable to TBPC The remittance address is: Texas Building and Procurement Commission, Attn: Fiscal Division, Post Box 13047, Austin, TX 78711 -3047. (e) The Contractor shall also submit a final closeout report within one hundred and twenty (120) calendar days after the expiration or termination of this Contract. The contract shall expire upon the physical completion of the last outstanding task or delivery the final order under the Contract. The closeout report shall include all sales not shown in the final or most recent quarterly report and shall reconcile all errors and credits. If the Contractor reported all contract sales and reconciled all errors and credits on the final quarterly report, then the Contractor shall report "zero" sales in the closeout report. (f) The Quarterly Sales Report shall be submitted electronically online at: li.ttp://L)orial.,tbpc.state.tx.us/txi Revised January 20, 2004 - TM 5 STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TEAMAS) CONTRACT (g) If the Contractor fails to submit sales reports, falsifies sales reports, or fails to submit sales reports in a timely manner, the State may terminate or cancel this Contract in accordance with Paragraph 20 ( "CANCELLATION "). 9. DISTRIBUTORS: (a) The Contractor is authorized to name one or more dealers to work with the State on behalf of the Contractor. If the Contractor decides to use the services of such authorized dealers, the Contractor shall submit the name, address, and telephone number of any such dealer, as well as the dealer's purchase order and payment address(es), Federal Employer's Identification Number (FEIN) and Dun and Bradstreet (DUNS) number, if available. The Contractor shall also submit a completed W -9 form for each dealer it wishes to name under this section. The Contractor shall submit required information on its official letterhead, signed by an authorized representative, and addressed to the Director of Procurement. In doing so, the Contractor warrants that: (1) The dealer has been given a copy of this Contract, and a duly authorized representative of the dealer has agreed, in writing to be bound by the terms and conditions in this Contract. (2) Such agreement specifically provides that it is for the benefit of the State as well as the Contractor. (3) The Contractor agrees to remain liable under this Contract for any failure of the dealer to perform and any breach of the dealer under this Contract. (4) Payments under this Contract for the services of any dealer may be made directly to that dealer, and the Contractor will look solely to the dealer for any payments due the Contractor once the State has paid the dealer. (5) To the extent that there is any liability to the State arising from doing business with a dealer that has not signed the agreement required under this section with the Contractor, the Contractor will indemnify the State for such liability. (b) If the Contractor designates a dealer that will not receive payments (a "distributor "), the Contractor shall do so by identifying the person or organization as a distributor in an authorizing letter. One or more distributors may be identified in an authorizing letter. In such cases, information regarding taxpayer identification and payment address, the distributor's W9 form, and DUNS number may be omitted. All other requirements and information necessary for the designation of a dealer shall apply to designation of a distributor. Revised January 20, 2004 - TM 6 STATE OF TEXAS TEXAS BUILDING AND. PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) CONTRACT 10. POLICY ON UTILIZATION OF HISTORICALLY UNDERUTILIZED BUSINESSES (HUBS): (a) In accordance with the Texas Government Code, §§ 2161.181 - 2161.1'82, state agencies shall make a good faith effort to afford Historically Underutilized Businesses (HUBs) an opportunity to participate in contracts for construction, services, including professional and consulting services and commodities contracts. The Texas Building and Procurement Commission adheres to this requirement, as reflected by Title 1 Texas Administrative Code (TAC) § §111.11 - 111.28, which encourages the use of HUBS through policies implementing race - ethnic -and gender - neutral means of contract awards. (b) The purpose of the HUB Program is the promotion of full and equal business opportunities for all businesses contracting with the State in accordance with the goals specified in the State of Texas Disparity Study, to wit: (1) 11.9% for heavy construction other. than building contracts; (2) 26.1 % for all building construction, including general contractors and operative builders contracts; (3) 57.2% for all special trade construction contracts; (4) 20% for professional services contracts; (5) 33% for all other services contracts; and (6) 12.6% for commodities contracts. (c) Each state agency shall make a good faith effort to meet.or exceed these goals and assist HUBs in receiving a portion of the total contract value of all contracts that the agency expects to award in a fiscal year. (d) Contractors are urged to utilize Texas Certified HUBs as distributors or dealers whenever possible to promote full and equal business opportunities and assist state agencies in meeting the goals listed above. A random listing of Certified Texas HUB Vendors that are registered on the Texas Centralized Master Bidder List (CMBL) for the commodities included in the contract schedule is attached (see Attachment B). Contractor is also strongly encouraged to make a good faith effort within the basic terms of the GSA contract and to consider engaging the service of a HUB provider to meet the obligation of this Contract in Texas. The attached TXMAS HUB Good Faith Effort Certirication must be completed and returned with this document (see Attachment C). Revised January 20, 2004 - TM STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION' TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) CONTRACT 11. LIMITATION OF LIABILITY: THE PARTIES AGREE THAT IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, EVEN IF THE PARTIES HAD BEEN ADVISED, KNEW, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. 12. PAYMENT DUE DATE: (a) Except as provided for in section 2251.021(b), Texas Government Code, payment by a, State Agency or Local Government is due within thirty (3 0) calendar days after the later of: (1) the date the State Agency or Local Government receives the goods under the contract; (2) the date the State Agency or Local Government receives a proper invoice for the goods or services; or (3) the date the performance of the service under the contact is completed (b) Except as provided for in section 2251.021(b), Texas Government Code, a late payment will begin to accrue interest at a rate of one percent per month on the 31" day after the later event described by subsections (a)(1) through (3) above. Interest shall cease to accrue on the date the State Agency or Local Government mails (as determined by the postmark) or electronically transmits the payment to the Contractor. 13. INVOICE REQUIREMENTS: (a) In order to receive payment, Contractor must submit an original invoice to the office designated in the purchase order as the "Bill To" address. To be a proper invoice, the invoice must include the following information and/or attachments: (1) Name and address of the Contractor as designated in this Contract. (2) The Contractor's Texas Identification Number (TIN) as designated in this Contract. (3) The Contractor's invoice remittance address as designated in this Contract. Revised January 20, 2004 - TM 8 STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) CONTRACT (4) The purchase order number authorizing the delivery of products or services. (5) A description of what the Contractor delivered, including, as applicable, the time period, serial number, unit price, quantity, and total price of the products and services. If the invoice is for a lease, the Contractor must also include the payment number (e.g., 1 of 36). (b) If an authorized dealer has fulfilled the purchase order, then the dealer's information should be supplied in lieu of the Contractor's information. If an invoice does not meet requirements this section or if the Contractor fails to give proper notice of a price increase, the State will send written notice and the improper invoice to the address designated for receipt of purchase orders by Contractor within fifteen (15) calendar days after receipt of the invoice. The notice will describe the defect or impropriety and any additional information needed to correct the invoice. 14. AUDIT REQUIREMENTS: Contractor understands that acceptance of funds under this contract acts as acceptance of the authority of the State Auditor's Office, or.any successor agency, to conduct an audit or investigation in connection with those funds. Contractor further agrees to cooperate fully with the State Auditor's Office or its successor in the conduct of the audit or investigation, including providing all records requested. Contractor will ensure that this clause concerning the authority to audit funds received indirectly by subcontractors through Contractor and the requirement to cooperate is included in any subcontract it awards. l Lei of T 7: -061 � i � ORW:VI-ORP For price increases authorized under this contract, notification must be given to the TBPC and to the purchase order "Bill To" address contained in the applicable purchase order(s) for any orders affected by the increase (e.g., existing leases, licenses, or annual maintenance programs). The Contractor must give these notices no later than thirty (30) calendar days before the effective date of the price increase. This notification must specify, when applicable, the product serial number, location, current price, increased price, and applicable purchase order number. Revised January 20, 2004 - TM 9 STATE OF TEXAS. TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TEMAS) CONTRACT 16. NON - APPROPRIATION OF FUNDS: Funding for obligations of the State under this Contract are contingent on the availability of lawful appropriations by the Texas Legislature. If the Texas Legislature fails to continue funding for the payments due under an order referencing this Contract, the order will terminate as of the date that the funding is exhausted or expires, and the State will have no further obligation to make any payments. Contractor expressly acknowledges that state funds may not be expended in connection with the purchase of an automated information system unless that system meets certain statutory requirements relating to accessibility by persons with visual impairments. Accordingly, Contractor represents and warrants to TBPC that the technology offered to TBPC or any other state agency or political subdivision for purchase under this Contract is capable, either by virtue of features included within the technology or because it is readily adaptable by use with other technology, of: (a) providing equivalent access for effective use by both visual and nonvisual means; (b) presenting information, including prompts used for.interactive communications, in formats intended for both visual and nonvisual use; and (c) being integrated into networks for obtaining, retrieving, and . disseminating information used by individuals who are not blind or visually impaired. For purposes of this clause, the phrase "equivalent access" means a substantially similar ability to communicate with or make use of the technology, either directly by features incorporated within the technology or by other reasonable means such as assistive devices or services which would constitute reasonable accommodations under the Federal Americans with Disabilities Act or similar federal laws. Examples of methods by which equivalent access may be provided include, but are not limited to, keyboard alternatives to mouse commands and other means of navigating graphical displays, and customizable display appearance. This requirement applies to all contracts made by state agencies that involve the purchase of an automated information system, with out regard to: (i) the source of funds used to make -the purchase; (ii) whether the purchase is made under delegated purchasing authority; or (iii) whether the purchase is made under the authority of the Texas Government Code, Title 10, Subtitle D, or other law. Revised January 20, 2004 - TM 10 STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) CONTRACT 18. PUBLIC INFORMATION: Pursuant to The Texas Public Information Act (Texas Government Code, Chapter 552), all information in the possession of TBPC may be subject to public disclosure in accordance with the provisions of the act. The State is exempt from all state and local taxes and does not agree to pay any taxes. 20. CANCELLATION: The State or the Contractor may cancel this Contract without cause on thirty (30) calendar days written notice. But, in the case of any lease of goods or services or any license of software or other intangible property entered into before the effective date of the termination, the State will have the right to continue such lease or license after termination on the same terms. 21. AUTOMATIC RENEWAL: This contract shall be automatically renewed for three successive periods of 60 months each on the expiration date of -the GSA contract unless either party gives notice of cancellation as provided above prior to such renewal date. All terms and conditions of this Contract will continue and apply to all renewal periods unless modified by mutual agreement. 22. DELIVERIES: Unless stated otherwise in the federal supply schedule, all deliveries will be F.O.B. Destination. 23. EQUAL EMPLOYMENT OPPORTUNITY: The Contractor will comply with all Texas laws regarding equal opportunity employment opportunity. Revised January 20, 2004 - TM STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TEMAS) CONTRACT 24. DRUG FREE WORKPLACE: The Contractor will make a good faith effort to ensure that none of its employees are under the influence of or possess illegal drugs or alcohol or abuse prescription drugs while they are on State property. 25. CONTRACTOR AFFIRMATIONS: (a) The Contractor has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor, or service to a public servant in connection with the submitted contract. (b) Contractor hereby assigns to purchaser any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States 15 U.S.C.A. Section 1, et seq. (1973) as amended, and the Texas Free Enterprise and Antitrust Act of 1983, Tex. Bus. & Comm. Code Sec. 15.01, et seq. (1983). (c) Neither the contractor nor the firm, corporation, partnership, or institution represented by the contractor, or anyone acting for such firth, corporation or institution has violated the antitrust laws of this State or Federal Antitrust laws, (see item b, above) (d) Pursuant to Texas Family Code 231.006(d), (relating to child support), the Contractor certifies that no individual or business entity named in this contract is ineligible to receive the specified payment and acknowledges that this contract may be terminated and/or payment may be withheld if the certification is inaccurate. (e) Pursuant to §2155.004, Texas Government Code (re: collection of state and local sales and use taxes), the Contractor certifies that no individual or business entity named in this contract is ineligible to receive the specified contract and acknowledges that this contract may be terminated and /or payment withheld if this certification is inaccurate. (f) The Contractor shall defend, indemnify, and hold harmless the State of Texas, all of its officers, agents and employees from and against all claims, actions, suits, demands, proceedings, costs, damages, and liabilities, arising out of, connected with, or resulting from any acts or omissions of contractor or any Revised January 20, 2004 - TM 12 STATE OF TEXAS TEXAS BUILDING AND. PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) CONTRACT agent, employee, subcontractor, or supplier of contractor in the execution or performance of this contract. (g) . Contractor agrees that any payments due under this contract will be applied towards any debt, including but not limited to delinquent taxes and child support, that is owed to or due under the laws of the state of Texas. (h) Contractor certifies that it is in compliance with §669.003, Texas Government Code (relating to contracting with executive head of a state agency). If §669.003 applies, vendor will complete the .following information in order for any relevant offer to be evaluated: Name of Former executive: . Name of State Agency: Date of separation from State Agency: Position with Contractor: Date of Employment with Contractor: 26. PUBLICITY: The Contractor will not advertise that it is doing business with the State or use this Contract as a marketing or sales tool without the prior, written consent of the State. 27. TRAINING REQUIREMENTS: The Contractor will send as a minimum one corporate representative and one dealer /distributor representative from each authorized dealer /distributor for training on TXMAS procedures prior to receiving award of a TXMAS contract. The TXMAS Unit in Austin, Texas will provide training. Training dates, location and times will be coordinated with the TXMAS Unit. 28. TRAVEL EXPENSES: Any travel or per diem required by the Contractor to do its obligations under this Contract will be at the Contractor's expense. All travel and per diem that the State requests in addition to what this Contract requires the Contractor to provide at the Contractor's expense will be paid in accordance with State of Texas Travel Allowance Guide. 29. HEADINGS: Revised January 20, 2004 - TM 13 STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TXMAS) CONTRACT The headings used in this Contract are for convenience only and will not be used in interpreting this Contract. 30. ASSIGNMENT: The Contractor will not assign this Contract without the written consent of the State. 31. ORDER OF PRIORITY: If there is any inconsistency or conflict between this document and any provision of any document incorporated by reference, this document will prevail. 32. ALTERNATIVE DISPUTE RESOLUTION: The parties agree that prior to initiation of early termination or cancellation of this Contract on account of a dispute regarding the contractual provisions or their respective performance hereunder, they will implement and follow the Alternative Dispute Resolution procedures provided in Texas Government Code, Chapter 2260 (Vernon Supp. 2003). 33. GOVERNING LAW: This Contract is governed by and will be construed under Texas law, and venue for any dispute will be in a court of competent jurisdiction in Travis County, Texas. 34. ENTIRE AGREEMENT: This Contract consists of this document, the contract, the Contractor's State Offer Letter, the Contractor's letter(s) designating dealers (and/or distributors), if applicable, and any price lists or catalogs specifically referenced elsewhere in this Contract. The foregoing constitutes the entire agreement between the parties, and any changes or modifications to this Contract must be in writing. 35. SEVERABILITY: Revised January 20, 2004 - TM 14 STATE OF TEXAS TEXAS BUILDING AND PROCUREMENT COMMISSION TEXAS MULTIPLE AWARD SCHEDULE ( TEMAS) CONTRACT If any part of this Contract shall be declared unlawful or shall become void, all other provisions not affected shall remain in full force and effect TO SHOW THEIR AGREEMENT, the parties have executed this Contract effective as of the date of signature by the State. THE CONTRACTOR By STATE OF TEXAS, TEXAS BUILDING & PROCUREMENT COMMISSION PROCUREMENT DIVISION Ted R. Maddry, CTPM Purchasing Operations d ustomer Service Manager Title: Date: 5`8-1201:�)[- Date: Revised January 20, 2004 - TM 15