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STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR SERVICES
GRANT THORNTON LLP
1. Introduction
A. Parties
This Contract for 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 Grant Thornton LLP (“Vendor”), with its principal place of business at 111 Congress Avenue, Suite 2500, Austin, Texas 78701.
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-253, on August 4, 2016, for Deliverables-
Based Information Technology Services (DBITS). Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-253 shall be posted by DIR on the Electronic State Business Daily.
C. Order of Precedence
This Contract; Appendix A, Deliverables-Based Information Technology Services Contract Terms and Conditions; Appendix B, Vendor’s Historically Underutilized Businesses Subcontracting Plan; Appendix C, Sample Statement of Work; Exhibit 1, Vendor’s Response to RFO DIR-TSO-TMP-253, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-253, including all addenda; are incorporated by reference and
constitute the entire agreement between DIR and Vendor. In the event of a conflict between the documents listed in this paragraph, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, 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provisions shall be deemed to have superseded earlier provisions.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 two (2) years commencing on the last date of approval by DIR and Vendor. Prior to expiration of the original term, the contract will renew
automatically in one-year increments for two additional years under the same terms and conditions unless either party provides notice to the other party 60 days in advance of the renewal date stating that the party wishes to discuss modification of terms or not renew. Additionally, the parties by mutual agreement may extend the term for up to ninety (90) additional calendar days.
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3. Service Offerings Services available under this Contract are limited to the Deliverables-Based Information
Technology Services Technology Categories as specified below. Vendor may incorporate changes to their services offering; however, any changes must be within the scope of the RFO and services awarded based on the posting described in Section 1.B above. Vendor may not add services which were not included in the Vendor’s response to the solicitation described in Section 1.B above.
No hardware or software products and related services may be sold through this contract. Any products needed to deliver final services must be procured through another contract vehicle. Examples of these products include: Software as a Service (SaaS), subscriptions, annual license maintenance and support, and web hosting.
Business Intelligence (BI) and Data Warehouse 1) Definition: BI enables an organization to perform in-depth analysis and includes, where required, data mining of detailed business data providing real and significant information to business users. BI may include an integrated group of operational and
decision support applications and databases. BI makes use of tools designed to easily access data warehouse data. A data warehouse collects, organizes and makes data available for the purpose of analysis and gives organizations the ability to access and analyze information about its business. The function of the data warehouse is to consolidate and reconcile information from across disparate business units and IT
systems and provide a context for reporting and analysis.
2) Examples of included services: architectural design, extraction, transformation and loading of data sources; planning, assessment, product installation and tuning; prototype development, deployment, data cleansing, data mart development and
support; data migration, integration with data mining; integration with business intelligence tools and/or systems; data scrubbing; data transformation; training and knowledge transfer.
Enterprise Resource Planning (ERP)
1) Definition: ERP is an amalgamation of an organization’s information systems designed to automate and integrate a variety of functions, commonly referred to as “back office”, including financials, human resources and asset management. These systems are modularized and generally highly configurable.
2) Examples of included services: planning and assessment; requirements development;
business process reengineering (BPR); implementation and conversion services; application programming and support services; database administration, system software administration and support; functional support; and training support.
Information Technology Project Management 1) Definition: Project Management service providers may perform any or all of the project management processes identified by the Project Management Institute as
published in the PMBOK® Guide, Fifth Edition or most recent.
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2) Examples of included services: utilizing the Customer’s tools and processes, using off- the-shelf tools, using Vendor’s own proprietary tools and processes to manage a project
and using the Texas Project Delivery Framework. Information about the framework tool can be found at the following url: http://www.dir.texas.gov/management/projectdelivery/projectframework/pages/frame work.aspx
Technology Upgrade/Migration and Transformation 1) Definition: Technology Upgrade/Migration may be required to increase business functionality, reengineer a business function, keep current with vendor upgrades or when upgrading existing technology. Technology Transformation may be accomplished by converting/migrating legacy applications to new technology either
with or without new business functionality or it may include introducing new technology into the enterprise. Technology Upgrade/Migration may also include providing website content accessibility compliance.
2) Examples of included services: assessments of the current application portfolio,
evaluation of the technology assets before beginning technology transformation and Business Case development for justification of an initiative. Also included are: technology transformations, which may include, appropriate Return on Investment (ROI), benchmarks and milestones. The following activities may also be included: planning, analysis, requirements development, proof of concept, deployment,
implementation, integration, remediation, data migration, documentation, application programming and support services; and training support.
Information Technology Assessments and Planning
1) Definition: IT Assessments and Planning may include IT effectiveness, maturity,
governance, project management and architecture. Strategic planning activities may include mission statement development, visioning and goals, objectives, and strategy development. Tactical planning may require that actionable plans and roadmaps be provided.
2) Examples of included services: IT assessments, including enterprise architecture and cloud assessments; staff knowledge, skills and abilities (KSAs) assessments; bandwidth assessments, network performance and strategic and tactical planning.
Information Technology Procurement Assistance
1) Definition: Information Technology Procurement Assistance services may include assistance in IT Statement of Work (SOW) and/or Request for Offer (RFO) development. Procurement assistance activities may include requirements gathering, scoring criteria development, and evaluation criteria development.
2) Examples of included services: specification development, Statement of Work (SOW) development, and RFO development for IT products and services.
Note: Under Texas Government Code, § 2155.004, a state agency may not accept a bid
or award a contract that includes proposed financial participation by a person who
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received compensation from the agency to participate in preparing the specifications or request for proposals on which the bid or contract is based. The selected Vendor and
the employees of that Vendor who perform IT Procurement Assistance Services will be ineligible to respond to any resulting solicitation(s).
Independent Verification and Validation (IV&V) 1) Definition: Verification and Validation are independent procedures that are used
together for in-depth analysis by checking that a product, service, or system meets requirements, independent oversight of SDLC processes and specifications and that it fulfills its intended purpose.
2) Examples of included services: Validation of software design to meet system
needs/requirements; traceability of safety critical requirements; design analysis of selected critical algorithms; and code analysis of mission-critical software components and the independent oversight and assessment of systems development life cycle (SDLC) processes (such as issue and risk management, requirements analysis, testing, data conversion etc.)
4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 7, Pricing, Purchase Orders, Invoices and Payment, and as set forth in the Customer’s Statement of Work and shall include the DIR Administrative Fee. Customers purchasing services under
this Contract shall negotiate pricing directly with the Vendor in accordance with the Customer’s Statement of Work.
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 three-quarters of one percent (.75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750.00.
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:
Kelly A. Parker, CTPM, CTCM
Director, Cooperative Contracts Department of Information Resources 300 W. 15th St., Suite 1300 Austin, Texas 78701
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Phone: (512) 475-4000 Facsimile: (512) 475-4759
Email: kelly.parker@dir.texas.gov
If sent to the Vendor: Virginia Dawson Sr. Contracts Administrator
Grant Thornton LLP 111 Congress Avenue, Suite 2500 Austin, Texas 78701 Phone: (512) 692-1235 Facsimile: (512) 692-1201
Email: Virginia.dawson@us.gt.com
7. Statement of Work
A) Services provided under this Contract shall be based on the Sample Statement of Work as set forth in Appendix C of this Contract. Customers may negotiate the terms and
conditions of a SOW to suit their business needs, so long as the SOW terms and conditions do not conflict with this Contract.
B) Conflicting or Additional Terms In the event that conflicting or additional terms in Statement of Work 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.
In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this contract; provided further that any update to such linked documents shall only apply to purchases or leases of the
associated Vendor product or service offering after the effective date of the update; and, provided further, that, if Vendor has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Vendor’s initial response shall apply to that purchase unless Vendor directly informs Customer of the update before the purchase is consummated.
In the event that different or additional terms or conditions would otherwise result from accessing a linked document, agreement to said linked document shall not be effective until reviewed and approved in writing by Customer’s authorized signatory.
Vendor shall not [without prior written agreement from Customer’s authorized
signatory,] require any document that: 1) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or 2) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions,
measurements, or method for determining any authorized costs, burdens, or obligations
upon Customer.
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If Vendor attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to the contract between DIR and Vendor or Vendor and Customer,
and Vendor will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Vendor.
The foregoing requirements apply to all contracts.
8. Authorized Exceptions to Contract and any Appendices.
A. Appendix A, Section 9. Vendor Responsibilities, A. Indemnification, 2) Acts or
Omissions, is hereby replaced as follows:
Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR OFFICERS, AGENTS, EMPLOYEES, REPRESENTATIVES, CONTRACTORS, ASSIGNEES, AND/OR DESIGNEES 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. NOTWITHSTANDING THE FOREGOING, CONTRACTOR AND ITS PRESENT AND FORMER PARTNRES, PRINCIPALS AND EMPLOYEES SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR LIABILITY ARISING SOLELY FROM THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE STATE OF TEXAS AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES,
CONTRACTORS, ASSIGNEES AND/OR DESIGNEES AND/OR CUSTOMERS.
B. Appendix A, Section 9. Vendor Responsibilities, A. Indemnification, 3)
Infringements a), is hereby replaced as follows:
a) Vendor shall indemnify and hold harmless the State of Texas and Customers, AND/OR THEIR EMPLOYEES, AGENTS, REPRESENTATIVES, AND/OR CONTRACTORS from any and all third party claims involving infringement of United States patents, copyrights, trade and service marks, and any other intellectual or intangible property rights 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. 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
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OBTAINING THE CONCURRENCE FROM THE OFFICE OF THE ATTORNEY GENERAL.
C. Appendix A, Section 9. Vendor Responsibilities, A. Indemnification, 4) Property
Damage, is hereby replaced as follows:
IN THE EVENT OF LOSS, DAMAGE, OR DESTRUCTION OF ANY PROPERTY OF CUSTOMER OR THE STATE DUE TO THE NEGLIGENCE, MISCONDUCT, WRONGFUL ACT OR OMISSION ON THE PART OF THE VENDOR, ITS EMPLOYEES, AGENTS, REPRESENTATIVES, OR SUBCONTRACTORS, THE
VENDOR SHALL PAY THE FULL COST OF EITHER REPAIR, RECONSTRUCTION, OR REPLACEMENT OF THE PROPERTY, AT THE CUSTOMER’S SOLE ELECTION. SUCH COST SHALL BE APPROPRIATE AND REASONABLE AND SHALL BE DUE AND PAYABLE BY THE VENDOR NINETY (90) CALENDAR DAYS AFTER THE DATE OF THE VENDORS
RECEIPT FROM THE CUSTOMER OF A WRITTEN NOTICE OF THE AMOUNT DUE.
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This Contract is executed to be effective as of the date of last signature.
Grant Thornton LLP
Authorized By: Signature on File
Name:
Title:
Doug Doerr
Principal
Date: 2/15/2018 | 4:06 PM CST
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on File
Name: Hershel Becker
Title: Chief Procurement Officer
Date:
2/22/2018 | 7:00 AM CST
Office of General Counsel:
DB 2/21/2018 | 10:28 PM CST