DIR-CPO-4947 ContractDIR Contract No. DIR-CPO-4947
Guidehouse Inc. – 13640948546
Awarded as a result of DIR-CPO-TMP-553 Page 1 of 7
{DIR rev 09/2021}
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR SERVICES
Guidehouse Inc.
1 Introduction
1.1 Parties
This contract for deliverables-based information technology services (DBITS) (this
“Contract”) is entered into between the State of Texas, acting by and through the
Department of Information Resources (hereinafter “DIR”) with its principal place of business
at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and Guidehouse Inc., a Delaware
foreign for-profit corporation (hereinafter “Successful Respondent”), with its principal place
of business at 1676 International Drive, Suite 800, McLean, VA, 22102.
1.2 Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of
Texas. DIR issued a solicitation on the Comptroller of Public Accounts’ Electronic State
Business Daily, Request for Offer (RFO) DIR-CPO-TMP-553, on 06/15/2021, for Deliverables-
based Information Technology Services (DBITS) (the “RFO”). Upon execution of all Contracts,
a notice of award for DIR-CPO-TMP-553 shall be posted by DIR on the Electronic State
Business Daily.
1.3 Order of Precedence
a)For transactions under this Contract, the order of precedence shall be as follows:
i.this Contract;
ii.Appendix A, Standard Terms and Conditions;
iii.Appendix B, Successful Respondent’s HUB Subcontracting Plan;
iv.Appendix C, DBITS Sample Statement of Work;
v.Exhibit 1, RFO DIR-CPO-TMP-553, including all Addenda; and
vi.Exhibit 2, Successful Respondent’s Response to RFO DIR-CPO-TMP-553,
including all Addenda.
b)Each of the foregoing documents is hereby incorporated by reference and together
constitute the entire agreement between DIR and Successful Respondent governing
purchase transactions.
DIR Contract No. DIR-CPO-4947
Guidehouse Inc. – 13640948546
Awarded as a result of DIR-CPO-TMP-553 Page 2 of 7
{DIR rev 09/2021}
1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to them in
Appendix A, Standard Terms and Conditions.
2 Term of Contract
The initial term of this Contract shall be up to two (2) years commencing on the date of the
last signature hereto (the “Initial Term”), with two (2) optional one-year renewals (each, a
“Renewal Term”). Prior to expiration of the Initial Term and each Renewal Term, this Contract
will renew automatically under the same terms and conditions unless either party provides
written notice to the other party at least sixty (60) days in advance of the renewal date
stating that the party wishes to discuss amendment or non-renewal.
3 Option to Extend
Successful Respondent agrees that DIR may require continued performance under this
Contract at the rates specified in this Contact following the expiration of the Initial Term or
any Renewal Term. This option may be exercised more than once, but the total extension of
performance hereunder shall not exceed four (4) calendar months. Such extension of
services shall be subject to the requirements of this Contract, with the sole and limited
exception that the term shall be extended pursuant to this provision. DIR may exercise this
option upon thirty (30) calendar days written notice to Successful Respondent.
4 Service Offerings
Services available under this Contract are limited to the technology categories defined in
Request for Offer DIR-CPO-TMP-553 for deliverables-based information technology
services. At DIR’s sole discretion, Successful Respondent may incorporate changes or make
additions to its service offering, provided that any changes or additions must be within the
scope of the RFO. Successful Respondent has been awarded the following Technology
Categories:
1.Application Development, Maintenance, and Support, Technology Upgrade,
Migration, and Transformation; and Enterprise Resource Planning (ERP);
2.IT Assessments, Planning, Independent Verification and Validation (IV&V), and
Market Research, Procurement Advisory, and Contract Implementation Services; and
3.Project and Program Management.
5 Pricing
DIR Contract No. DIR-CPO-4947
Guidehouse Inc. – 13640948546
Awarded as a result of DIR-CPO-TMP-553 Page 3 of 7
{DIR rev 09/2021}
Pricing for services under this Contract will be directly negotiated by Customer and
Successful Respondent and shall be set forth in the applicable Statement of Work. Pricing
shall include the DIR Administrative Fee (as defined below).
6 DIR Administrative Fee
a)Successful Respondent shall pay an administrative fee to DIR based on the dollar
value of all sales to Customers pursuant to this Contract (the “DIR Administrative
Fee”). The amount of the DIR Administrative Fee shall be seventy-five hundredths of
a percent (0.75%) of all sales, net of returns and credits. For example, the
administrative fee for sales totaling $100,000 shall be $750.
b)All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves
the right to increase or decrease the DIR Administrative Fee during the term of this
Contract, upon written notice to Successful Respondent without amending this
Contract. Any increase or decrease in the DIR Administrative Fee shall be
incorporated in the price to Customers.
7 Notification
All notices under this Contract shall be sent to a party at the respective address indicated
below.
If sent to the State:
Hershel Becker or Successor in Office
Chief Procurement Officer
Department of Information Resources
300 W. 15th St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Email: hershel.becker@dir.texas.gov
If sent to Successful Respondent:
Chris McConn
Guidehouse Inc.
708 Main Street
Houston, Texas 77002
Phone: (832) 567-6316
DIR Contract No. DIR-CPO-4947
Guidehouse Inc. – 13640948546
Awarded as a result of DIR-CPO-TMP-553 Page 4 of 7
{DIR rev 09/2021}
Email: cmcconn@guidehouse.com
8 Statement of Work
a)Services provided under this Contract shall be in accordance with the Statement of
Work as set forth in Appendix C of this Contract. Successful Respondent and
Customer may agree to terms and conditions that do not diminish or lessen the
rights or protections of the Customer or the responsibilities or liabilities of Successful
Respondent.
b)Each Statement of Work for a state agency Customer shall be in accordance with
Section 2157.0685, Texas Government Code, and 1 TAC 212, if applicable.
9 Conflicting or Additional Terms
a)The terms and conditions of this Contract shall supersede any additional conflicting
or additional terms in any additional service agreements, statement of work, and any
other provisions, terms, conditions, and license agreements, including those which
may be affixed to or accompany software upon delivery (sometimes called shrink-
wrap or click-wrap agreements), and any linked or supplemental documents, which
may be proposed, issued, or accepted by Successful Respondent and Customer in
addition to this Contract (such additional agreements, “Additional Agreements”),
regardless of when such Additional Agreements are proposed, issued, or accepted by
Customer. Notwithstanding the foregoing, it is Customer’s responsibility to review
any Additional Agreements to determine if Customer accepts such Additional
Agreement. If Customer does not accept such Additional Agreement, Customer shall
be responsible for negotiating any changes thereto.
b)Any update or amendment to an Additional Agreement shall only apply to Purchase
Orders for the associated product or service offering after the effective date of such
update or amendment; provided that, if Successful Respondent has responded to a
Customer’s solicitation or request for pricing, any subsequent update or amendment
to an Additional Agreement may only apply to a resulting Purchase Order if
Successful Respondent directly informs such Customer of such update or
amendment before the Purchase Order is executed.
c)Successful Respondent shall not require any Additional Agreement that: i) diminishes
the rights, benefits, or protections of Customer, or that alters the definitions,
measurements, or method for determining any authorized rights, benefits, or
protections of Customer; or ii) imposes additional costs, burdens, or obligations
DIR Contract No. DIR-CPO-4947
Guidehouse Inc. – 13640948546
Awarded as a result of DIR-CPO-TMP-553 Page 5 of 7
{DIR rev 09/2021}
upon Customer, or that alters the definitions, measurements, or method for
determining any authorized costs, burdens, or obligations upon Customer.
d)If Successful Respondent attempts to do any of the foregoing, the prohibited
documents will be void and inapplicable to this Contract or the Purchase Order
between Successful Respondent and Customer, and Successful Respondent will
nonetheless be obligated to perform such Purchase Order without regard to the
prohibited documents, unless Customer elects instead to terminate such Purchase
Order, which in such case may be identified as a termination for cause against
Successful Respondent.
10 Authorized Exceptions to Appendix A, Standard Terms and Conditions
1.Section 10.1.1 Indemnities by Successful Respondent, Subsection C., is hereby
added as follows:
C. This Section is not intended to and shall not be construed to require Successful
Respondent to indemnify or hold harmless DIR, the State of Texas, or
Customers for any claims or liabilities resulting from the negligent acts or
omissions of DIR, Customers, or their employees.
2.Section 10.12 Limitation of Liability is hereby replaced as follows:
A.For any claim or cause of action arising under or related to the Contract, to the
extent permitted by the Constitution and the laws of the State, none of the
parties shall be liable to the other for punitive, special, or consequential damages,
even if it is advised of the possibility of such damages.
B.Successful Respondent and a Customer may include in a Purchase Order a term
limiting Successful Respondent's liability for damages in any claim or cause of
action arising under or related to such Purchase Order; provided that any such
term may not limit Successful Respondent's liability below two-times the total
value of the Purchase Order. Such value includes all amounts paid and amounts
to be paid over the life of the Purchase Order to Successful Respondent by such
Customer as described in the Purchase Order.
C.Notwithstanding the foregoing or anything to the contrary herein, any limitation
of Successful Respondent's liability contained herein or in a Purchase Order shall
not apply to: claims of bodily injury; violation of intellectual property rights
including but not limited to patent, trademark, or copyright infringement;
DIR Contract No. DIR-CPO-4947
Guidehouse Inc. – 13640948546
Awarded as a result of DIR-CPO-TMP-553 Page 6 of 7
{DIR rev 09/2021}
indemnification requirements under the Contract, except as allowed by
subsection 10.12(D) below; and violation of State or Federal law including but not
limited to disclosures of confidential information and any penalty of any kind
lawfully assessed as a result of such violation.
D.Successful Respondent and a Customer may include in a Purchase Order a term
limiting Successful Respondent's liability to such Customer under such Purchase
Order for indemnification requirements under Section 10.1.1 (A) (i) and 10.1.1 (A)
(iii); provided that any such term may not limit Successful Respondent's liability
for such indemnification requirements below (i) $1 million or (ii) two-times the
total value of the Purchase Order whichever is greater. Such limitation shall be
distinct and calculated separately from any limitation included in such Purchase
Order pursuant to Section 10.12 (B) above. Such term shall not be valid unless it
is stated on a standalone page signed by both parties and attached to the
corresponding Purchase Order. NOTE: CUSTOMER SHOULD CONSULT WITH
LEGAL COUNSEL AND CAREFULLY CONSIDER POTENTIAL RISKS ASSOCIATED
WITH A DATA BREACH TO DETERMINE LIMITATIONS APPROPRIATE FOR SUCH
PURCHASE ORDER.
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DIR Contract No. DIR-CPO-4947
Guidehouse Inc. – 13640948546
Awarded as a result of DIR-CPO-TMP-553 Page 7 of 7
{DIR rev 09/2021}
This Contract is executed to be effective as of the date of last signature.
Guidehouse Inc.
Authorized By:
Name: __Todd Hoffman
Title: ____Partner
Date:
The State of Texas, acting by and through the Department of Information Resources
Authorized By:
Name: ___Hershel Becker
Title: ___Chief Procurement Officer
Date:
Office of General Counsel:
Date:
Signature on File
Signature on File
Initial on File