DocuSign Envelope ID: 41FDAECC-172A-4C71 … Envelope ID: 41FDAECC-172A-4C71-AE7D-6344B97BD0CF PAGE...

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Page 1: DocuSign Envelope ID: 41FDAECC-172A-4C71 … Envelope ID: 41FDAECC-172A-4C71-AE7D-6344B97BD0CF PAGE 4 (LAST PAGE) Blanket Order D£ Texas Department OfTransportation Contract ID: 601000000000000000000000006897
Page 2: DocuSign Envelope ID: 41FDAECC-172A-4C71 … Envelope ID: 41FDAECC-172A-4C71-AE7D-6344B97BD0CF PAGE 4 (LAST PAGE) Blanket Order D£ Texas Department OfTransportation Contract ID: 601000000000000000000000006897

DocuSign Envelope ID: 41FDAECC-172A-4C71-AE7D-6344B97BD0CF

Blanket Order iiiiiiiiiii

/

Texas Department

ofTransportation

Contract ID: 601000000000000000000000006897 Version: 1 Bid Number: 0000010737 Contract Date: 01/30/2017 Request for Offer

To: LOBLOLLY CONSULTING, LLC 1600 WEST 38TH STREET SUITE 322

USA AUSTIN TX 78731-6406

Agency To I n v o i c e : See S p e c i f i c B l a n k e t Release

VENDOR I D : 1205158007-* 00 BUYER: 00000025781 - P i e r c e , L a u r a L i n e I t e m

I t e m D e s c r i p t i o n Q u a n t i t y U n i t

U n i t Cost

Extended Cost

95877800000 TECHNICAL AND BUSINESS

I T S t a f f i n g as s p e c i f i e d i n a t a s k o r d e r .

Each SVCU ( S e r v i c e U n i t ) i s p r i c e d a t $1.00. A SVCU i s a TxDOT i n t e r n a l system u n i t o f measure. Vendor w i l l i n v o i c e a t t h e p r i c e ( s ) i n d i c a t e d on t h e p r i c i n g s c h e d u l e f o r work a u t h o r i z e d .

The f o l l o w i n g comments a p p l y t o t h e e n t i r e O r d e r T h i s b l a n k e t p u r c h a s e o r d e r i s f o r s t a f f i n g s e r v i c e s f o r t h e M o d e r n i z a t i o n P o r t f o l i o and P r o j e c t Management P r o j e c t .

Term o f s e r v i c e : s e r v i c e s h a l l b e g i n J a n u a r y 30, 2 017 and c o n t i n u e t h r o u g h J a n u a r y 29, 2 018 w i t h t h e o p t i o n t o renew f o r 3 a d d i t i o n a l l i k e p e r i o d s o f t i m e a t t h e same terms and c o n d i t i o n s p l u s any a p p r o v e d changes.

S e r v i c e s h a l l be p e r f o r m e d i n ac c o r d a n c e w i t h t h e documents n o t e d b e l o w . I n t h e e v e n t o f any c o n f l i c t , t e r m s c o n t a i n e d i n t h e documents s h a l l p r e v a i l i n t h e o r d e r l i s t e d b e l o w :

^ B l a n k e t Purchase O r d e r 601000000000000000000000006897

^ S t a t e m e n t o f Work, Da t e d December 2016

^Schedule 1 - P r i c i n g

•Vendor's o r i g i n a l r e s p o nse t o s o l i c i t a t i o n

*Addendum # 1 , Da t e d December 8, 2016

*TxDOT Terms and C o n d i t i o n s , R e v i s e d September, 2016

*Payment s h a l l be i n ac c o r d a n c e w i t h P a r t 4.04, p a r a s , (c) o f t h e TxDOT Terms and C o n d i t i o n s .

*NOTE TO VENDORS PARTICIPATING I N THE EPP: Send i n v o i c e s t o t x d o t - i n v o i c e @ e p p . o x y g e n - f i n a n c e . c o m

1 , 8 0 0 , 0 0 0 $ 1 . 00 $1,800,000.00

— DocuSigned by:

^mU> j 'A.SS 2/15/2017

CONTINUED

Executive Director IssAmg/BmpdByemSignature Issuing Employee Title

Failure to DeUver: Ifthe contractor fails to deliver these supplies by the promised delivery date or a reasonable time thereafter, without giving acceptable reasons for the delay, or if supplies are rejected for failure to meet speciftcations, the State reserves the right to purchase specifted supplies elsewhere, and charge the increase in price and cost of handling, if any, to the contractor. No substitutions or cancellations permitted without prior approval of the State.

Page 3: DocuSign Envelope ID: 41FDAECC-172A-4C71 … Envelope ID: 41FDAECC-172A-4C71-AE7D-6344B97BD0CF PAGE 4 (LAST PAGE) Blanket Order D£ Texas Department OfTransportation Contract ID: 601000000000000000000000006897

DocuSign Envelope ID: 41FDAECC-172A-4C71-AE7D-6344B97BD0CF

PAGE 2

Blanket Order

D£ Texas

Department OfTransportation

Contract ID: 601000000000000000000000006897 Version: 1 Bid Number: 0000010737 Contract Date: 01/30/2017 Request for Offer

To: LOBLOLLY CONSULTING, LLC 1600 WEST 38TH STREET SUITE 322

USA AUSTIN TX 78731-6406

Agency To Invoice : See S p e c i f i c Blanket Release

VENDOR ID: 1205158007-* 00 BUYER: 00000025781 - Pierce, Laura Line Item

Item D e s c r i p t i o n Quantity Unit

Unit Cost

Extended Cost

i f vendor i s p a r t i c i p a t i n g i n the Early Payment Program (EPP), not the address on page 1 of the purchase order. I f you are not a p a r t i c i p a n t , but would l i k e t o e n r o l l , please send an email t o [email protected] or c a l l a Program S p e c i a l i s t at 866-5153860 #4.

*Insurance s h a l l be i n accordance w i t h Part 5 of the TxDOT Terms and Conditions

^Insurance Required: *Morker's Compensation *Commercial General L i a b i l i t y ^Commercial Automobile P o l i c y

*Form 1950, C e r t i f i c a t e of Insurance f o r Services

Worker's Compensation Insurance: Vendor s h a l l provide form 1950 c e r t i f i c a t e of insurance f o r persons p r o v i d i n g a l l or p a r t of the services regardless of whether t h a t person contracted d i r e c t l y w i t h the c o n t r a c t o r and regardless of whether t h a t person has employees. This includes but i s not l i m i t e d t o , independent c o n t r a c t o r s , subcontractors, l e a s i n g companies, motor c a r r i e r s , and owner-operators.

Per p a r t 5, Para. 5.01 of the TxDOT Terms and Conditions, the vendor s h a l l provide the re q u i r e d TxDOT insurance form upon n o t i c e of award. Vendor s h a l l not perform services under the purchase order u n t i l t h i s form i s received by TxDOT. F a i l u r e t o provide proof of insurance w i t h i n the time frame request by TxDOT may r e s u l t i n the vendor's response being declared non-responsive and the purchase order being awarded t o the next responsive, responsible respondent. TxDOT has determined t h a t subcontracting o p p o r t u n i t i e s are probable i n connection w i t h t h i s purchase order.

Vendor i s a HUB and has committed t o subcontract a p o r t i o n of t h i s blanket purchase order.

The vendor s h a l l submit the HSP Prime Contractor response progress assessment r e p o r t monthly t o

CONTINUED

Page 4: DocuSign Envelope ID: 41FDAECC-172A-4C71 … Envelope ID: 41FDAECC-172A-4C71-AE7D-6344B97BD0CF PAGE 4 (LAST PAGE) Blanket Order D£ Texas Department OfTransportation Contract ID: 601000000000000000000000006897

DocuSign Envelope ID: 41FDAECC-172A-4C71-AE7D-6344B97BD0CF

PAGE 3

Blanket Order

D£ Texas

Department OfTransportation

Contract ID: 601000000000000000000000006897 Version: 1 Bid Number: 0000010737 Contract Date: 01/30/2017 Request for Offer

To: LOBLOLLY CONSULTING, LLC 1600 WEST 38TH STREET SUITE 322

USA AUSTIN TX 78731-6406

Agency To Invoice : See S p e c i f i c Blanket Release

VENDOR ID: 1205158007-* 00 BUYER: 00000025781 - Pierce, Laura Line Item

Item D e s c r i p t i o n Quantity Unit

Unit Cost

Extended Cost

the TxDOT Contract Manager.

The r e p o r t s s h a l l be submitted monthly even duri n g the months the vendor i s not i n v o i c i n g TxDOT.

Fa i l u r e t o provide t h i s r e p o r t w i l l r e s u l t i n payment being w i t h h e l d u n t i l the r e p o r t i s received.

Q u a n t i t i e s are estimates only. No guarantee of any minimum or maximum purchase i s made or imp l i e d . TxDOT w i l l only order the amount needed t o s a t i s f y operating requirements, which may be more or less than i n d i c a t e d . The vendor w i l l be n o t i f i e d i n w r i t i n g by purchase order change no t i c e f o r any q u a n t i t y changes.

The vendor s h a l l perform service only a f t e r r e c e i v i n g a blanket release purchase order which i s TxDOT's a u t h o r i z a t i o n t o proceed. The blanket release purchase order should contain at a minimum: d e s c r i p t i o n of services t o be performed, expected d u r a t i o n of services, business requirements, d e l i v e r a b l e s , TxDOT acceptance c r i t e r i a , the master blanket order number, and the name of the TxDOT re p r e s e n t a t i v e p l a c i n g the order w i t h contact i n f o r m a t i o n . The blanket release purchase order w i l l be emailed t o the vendor's p o i n t of contact noted on the blanket purchase order.

TxDOT may refuse t o pay the vendor f o r services performed or goods d e l i v e r e d without a blanket release purchase order. The blanket release purchase order number must be noted on the in v o i c e or the in v o i c e w i l l be returned f o r c o r r e c t i o n .

TxDOT Purchasing Point of Contact: Name: Laura Pierce, CTP Telephone No: 325-643-0432 Email: laura.pierce®txdot.gov

TxDOT Contract Manager: Name: Er i k a Kemp, CTCM Telephone No: 512-416-2044

CONTINUED

Page 5: DocuSign Envelope ID: 41FDAECC-172A-4C71 … Envelope ID: 41FDAECC-172A-4C71-AE7D-6344B97BD0CF PAGE 4 (LAST PAGE) Blanket Order D£ Texas Department OfTransportation Contract ID: 601000000000000000000000006897

DocuSign Envelope ID: 41FDAECC-172A-4C71-AE7D-6344B97BD0CF

PAGE 4 (LAST PAGE)

Blanket Order

D£ Texas

Department OfTransportation

Contract ID: 601000000000000000000000006897 Version: 1 Bid Number: 0000010737 Contract Date: 01/30/2017 Request for Offer

To: LOBLOLLY CONSULTING, LLC 1600 WEST 38TH STREET SUITE 322

USA AUSTIN TX 78731-6406

Agency To Invoice : See S p e c i f i c Blanket Release

VENDOR ID: 1205158007-* 00 BUYER: 00000025781 - Pierce, Laura Line Item

Item D e s c r i p t i o n Quantity Unit

Unit Cost

Extended Cost

Email: [email protected]

TxDOT Point of Contact f o r Services: Name: K a r r i e Boedeker Telephone No: (512) 486-5021 Email: karrie.boedeker®txdot.gov

Vendor Point-of-Contact f o r Services: Name: Mohit Goyal Telephone: 512-217-8318 Fax Number: 512-320-8584 Email Address: [email protected]

Contract Total: $ 1 , 8 0 0 , 0 0 0 . 0 0

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STATEMENT OF WORK DATE: DECEMBER 2016

statement of Work

December 2016

STAFFING SERVICES FOR MPPM PROJECT

Revised 01/16 1-22

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STATEMENT OF WORK DATE: DECEMBER 2016

1. SCOPE

This solicitation is for Staffing Services for the MPPM Project The MPPM Project will automate the

delivery of TxDOT's transportation programs including portfolio management, project management,

asset management and contract management The solution will be the core Engineering Operations

system, replacing many legacy systems and migrating a significant amount of data from retiring legacy

systems.

2. DEFINITIONS OF TERMS AND ACRONYMS

2.1 . BPOR - Blanket Purchase Order Release

2.2. FLSA - Fair Labor Standards Act

2.3. MPPM - Modernize Portfolio and Project Management Initiative

2.4. MS - Microsoft

2.5. ISO - International Organization for Standardization

2.6. PM - Project Manager

2.7. PMP - Project Management Professional

2.8. POC - Point of contact

3. APPLICABLE LAWS AND STANDARDS

The vendor shall provide the specified service requirements in accordance with all applicable federal,

state and local laws, standards and regulations necessaryto perform the services, including, but not

limited to:

3 .1 . TxDOT Core Technology Architecture: Version 5.4. July 2008

3.2. TxDOT Data Architecture: Version 4.0. December 2007

3.3. TxDOT GIS Technical Architecture: Version 1, February 2009

3.4. Texas Administrative Code (TAC) 213. current revision

3.5. Section 508 of the Rehabilitation Act of 1973 (29 U.S.C. § 794d)

3.6. Texas Administrative Code (TAC) 206. current revision

3.7. National Institute of Standards and Technology (NIST) 800-53. current revision

3.8. Texas Administrative Code (TAC) 202 , current revision

3.9. National Institute of Standards and Technology (NIST) 800-88, current revision

Revised 01/16 2 -22

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STATEMENT OF WORK DATE: DECEMBER 2016

3.10. TxDOT Security Standards

3.11. Information Technology Infrastructure Library (ITIL) best practices.

3.12. Texas Govemment Code 612, Section 612.002 of Texas Statutes

3.13. Code of Federal Regulations, 40 CFR - Protection of Environment Chapter I: Subchapters D, I and N

4. BACKGROUND

The MPPM project will modernize and standardize agency-wide Engineering Operations core systems

supporting processes. Engineering Operations core systems perform vital functions to deliver the

agency's transportation programs. Additionally, the MPPM solution will replace up to 30 legacy

systems which will reduce the number of systems, manual processes and system maintenance costs.

Standardize business processes will be implemented to achieve the enterprise-wide solution.

5. RESPONDENT QUALIFICATIONS

The respondent shall:

5 .1 . Be a company OR an individual engaged, OR whose partners OR participants OR both are engaged in the business of providing staffing services for a minimum of three years within the last five years. Recent start-up businesses do not meet the requirements of this solicitation.

NOTE: A start-up business is defined as a new company that has no previous operational history or expertise in the relevant business and is not affiliated with a company that has that history or expertise. Two companies are affiliated i f the two companies have a common parent company or if one is the parent or subsidiary of the other.

5.2. Have a minimum of three years' experience within the last five years in working with federal, state, or local govemmental entities providing similar services.

5.3. Be in good financial standing and current in payment of all taxes and fees such as state franchise fees. TxDOT reserves the right to request a copy of the respondent's audited or un­audited financial statement

TxDOT may request a statement from the president owner or financial officer on company letterhead certMying that the company is in good financial standing and current in payment of all taxes and fees.

When financial statements are requested, TxDOT will review the respondent's audited or un­audited financial statement in accordance with Texas Government Code, Title 10, Subtitle D, Section 2156.007 to evaluate the sufficiency of the respondent's financial resources and ability to perform the contract or provide the service required in the solicitation. TxDOT will be the sole judge in determining the sufficiency ofthe respondent's financial resources and ability to provide the service. Factors to be reviewed include:

5.3.1. Balance sheets

Revised 01/16 3-22

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STATEMENT OF WORK DATE: DECEMBER 2016

5.3.2. Net working capital

5.3.3. Current asset ratio

5.3.4. Liquidily ratio

5.3.5. Auditor(s) notes

5.3.6. Any notes to the financial statements

6. RESPONDENT REFERENCES

The respondent shall submit a minimum of three references to substantiate the qualifications and experience requirements for similar services completed for three years within the last five years. References shall illustrate respondent's ability to provide the services outlined in the specification. References shall include name, point of contact telephone number and dates services were performed. The response will be disqualified if TxDOT is unable to verify qualification and experience requirements from the respondent's references. The response will be disqualified if TxDOT receives negative responses. TxDOT will be the sole judge of references (Ref. Respondent References).

7. KEY PERSONNEL QUALIFICATIONS

The respondent shall provide the following key personnel:

7.1. Account Manager:

7.1.1. Have a minimum of 4 years of experience within the last 6 years in organizations that performed similar functions in providing staff augmentation for state agencies related to project based work.

7.1.2. Be available for as needed to ensure proper staffing..

7.1.3. Be fluent in English with the ability to receive, give and understand written and verbal instructions.

7.1.4. Communicate verbally in English, speaking in a manner used in most office environments.

7.1.5. Have background checks prior to beginning service start-up. Upon award, supporting documentation confirming the completion of these comprehensive background checks may be subject to review upon request by TxDOT or the TxDOT designee, or both, prior to beginning the service. Failure to produce the requested documentation may be cause for cancellation ofthe purchase order. The background checks shall include, but not be limited to, the following:

7.1.5.1. Social Security Number verification.

7.1.5.2. Statewide criminal and sex offender records for all Texas counties and out-of-state counties based on the current and previous addresses for the last seven years.

Revised 01/16 4 -22

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STATEMENT OF WORK DATE: DECEMBER 2016

8. VENDOR REQUIREMENTS

The vendor shall:

8.1. Adhere to the Tx[X)T Terms and Conditions identified on the solicitation.

8.2. Begin services within 15 calendar days after notification of award and issuance of a purchase order.

8.3. Provide a primary point of contact

8.4. Ensure service is provided without significant delays, problems or of poor quality. Delays due to changes both within and outside the vendor's control shall require prior approval of TxDOT.

8.5. Administer the service by establishing and maintaining effective communication with all groups

8.6. Communicate service requirements to vendor staff and subcontractors, direct and coordinate activities to ensure that the service efforts progress efficiently and are completed on schedule.

8.7. Designate the specified personnel with the listed qualifications. TxDOT reserves the right to request proof of qualifications. Personnel assigned to this purchase order shall be subject to TxDOT approval.

8.7.1. Personnel shall be fluent in English with the ability to receive, give and understand written and vert)al instructions.

8.7.2. Personnel shall communicate verbally in English, speaking in a manner used in most office environments.

8.7.3. Staffing assigned to this purchase order shall be subject to TxDOT approval.

8.7.4. Not be excessively loud or use personal multi-media devices while performing services for TxDOT unless furnished by the vendor to facilitate communication with TxDOT or the vendor.

8.8. BACKGROUND CHECK: Conduct background checks on all vendors' permanent and temporary personnel scheduled to work on TxDOT projects prior to beginning service start-up. Upon award, supporting documentation confirming the completion of these comprehensive background checks may be subject to review upon request by TxDOT or the TxDOT designee, or both, prior to beginning the service. Failure to produce the requested documentation may be cause for cancellation of the purchase order. The background checks shall include, but not be limited to, the following:

8.8.1. Social Security Number verification.

8.8.2. Statewide criminal and sex offender records for all Texas counties and out-of-state counties based on the current and previous addresses for the last seven years.

8.9. Have available additional staff or subcontractors to respond to multiple requests for services simultaneously, as requested bythe designated TxDOT representative, on an as needed basis.

Revised 01/16 5-22

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STATEMENT OF WORK DATE: DECEMBER 2016

9. WORK PERFORMED BY STAFF

9.1. Project Management:

9.1.1. Build a project timeline for each phase and manage each phase's timeline to completion.

9.1.2. Design, build and maintain a SharePoint site for all project arti^cts that enhances communication and collaboration.

9.1.3. Develop status reporting format and update monthly/quarterly throughout project for a variety of stakeholders.

9.1.4. Define MPPM governance strategy and schedule.

9.1.5. Plan regularly scheduled meetings.

9.2. Technical Work Stream:

9.2.1. Prepare, validate and implement the MPPM Integration and Migration Strategy.

9.2.2. Develop and maintain project technical use cases and requirements for integrations and migrations.

9.2.3. Develop and coordinate to completion all technical user stories, associated acceptance criteria and test cases.

9.2.4. Define and implement data cleansing strategy.

9.2.5. Develop user acceptance testing strategy and execute for each deployment

9.2.6. Conduct requested analysis and submit weekly updates on action items and parking lot items.

9.3. Functional Work Stream:

9.3.1. Document and maintain all business process flows.

9.3.2. Develop and maintain project functional use cases and requirements for integrations and migrations.

9.3.3. Develop and coordinate to completion all functional user stories, associated acceptance criteria and test cases.

9.3.4. Prepare and execute plan for discovery sessions, documenting notes, action items and parking lot items.

9.3.5. Conduct requested analysis and submit weekly updates on action items and parking lot items.

9.4. Prepare and execute plan to develop or update MPPM project related process manuals.

Revised 01/16 6-22

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STATEMENT OF WORK DATE: DECEMBER 2016

10. STAFFING TITLES

10 ,1 . Business Analyst Level 1

10 2. Business Analyst Level 2

10 3. Business Analyst Level 3

10 4. Project Lead Level 1

10 5. Project Lead Level 2

10 6. Technical Writer Level 1

10 7. Technical Writer Level 2

10 8. Documentation Specialist 1

10 9. Documentation Specialist 2

10 10. Database Architect 1

10 ,11. Database Architect 2

10 12. Database Architect 3

11. STAFFING EXPERIENCE, KNOWLEDGE AND ROLE:

The Vendor shall provide staff with the following:

11.1. Business Analyst Level 1: With 1 to 3 years of experience in the field or in a related area. Has knowledge of commonly used concepts, practices, and procedures within a particular field. Relies on instructions and pre-established guidelines to perform the functions of the job. Primary job functions do not typically require exercising independent judgment The Business Analyst reviews, analyzes, and evaluates business processes, systems and user needs. Formulates systems to parallel overall business strategies. Familiar with business process mapping and reengineering. Writes detailed description of user needs, functional requirements, technical specifications, reporting requirements, data warehousing requirements. Prepares solution options, risk and issue identification, and financial analyses. Performs research to support project discovery, open action items, issues, and risks. May perform data integration planning, data mapping, data migration and data cleansing activities using common applications. Performs other related services to the assigned project

11.2. Business Analyst Level 2: With 4 to 7 years of experience in the field or in a related area as a Senior Business Analyst Familiar with standard concepts, practices, and procedures within a particular field. Relies on limited experience and judgment to plan and accomplish goals. A certain degree of creativity and latitude is required. Works under limited supervision with considerable latitude for the use of initiative and independent judgment May have 2+ years of experience as a data analyst analyzing raw data using Excel, Tableau, Visual Basics etc. The Business Analyst reviews, analyzes, and evaluates business processes, system flows and user needs. Formulates systems to parallel overall business strategies. Familiar with business

Revised 01/16 7-22

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STATEMENT OF WORK DATE: DECEMBER 2016

process mapping and reengineering. Writes detailed description of user needs, functional requirements, technical specifications, reporting requirements, data warehousing requirements. Prepares solution options, risk and issue identification, and financial analyses. Performs research to support project discovery, open action items, issues, and risks. May perform data integration planning, data mapping, data migration and data cleansing activities using common applications. Performs other related services to the assigned project.

11.3. Business Analyst Level 3: With 8 or more years of experience. Relies on experience and judgment to plan and accomplish goals, independently performs a variety of complicated tasks, a wide degree of creativity and latitude is expected. Minimum 5 years of experience, served as a liaison between the Business community and Customer IT Teams (i.e.. Architecture, Project Delivery, Application Sustain, etc.). Strong experience as a Data Analyst in analyzing raw data, and as a Business Analyst in requirements gathering, understanding technology, and any project management experience with PMP are a huge plus. The Business Analyst reviews, analyzes, and evaluates business processes, system flows and user needs. Formulates systems to parallel overall business strategies. Familiar with business process mapping and reengineering. Writes detailed description of user needs, functional requirements, technical specifications, reporting requirements, data warehousing requirements. Prepares solution options, risk and issue identification, and financial analyses. May perform data integration planning, data mapping, data migration and data cleansing activities using common applications. Performs other related services to the assigned project

11.4. Project Lead Level 1: With 4 to 7 years of experience in the field or in a related area. Familiar with standard concepts, practices, and procedures within a particular field. Relies on limited experience and judgment to plan and accomplish goals. A certain degree of creativity and latitude is required. Works under limited supervision with considerable latitude for the use of initiative and independent judgment The Project Lead shall have day to day responsibilityfor management of a project team, providing functional or technical team leadership on complex projects to deliver the project within scope, on time, and on budget They are responsible for discovery, design, development testing, documentation and support They shall have full functional and technical knowledge of all phases of applications systems analysis and programming. There may be multiple phases ofthe project for which they have responsibility. This person shall coordinate day-to-day execution of discovery, design, development testing and implementation activities with program manager, system integrator and third party vendors; actively encourage and facilitate communication between the business analysts, development, and QA teams: and ensure that system requirements are documented, complete, accurate and approved. May lead phased user acceptance testing including: planning, execution, issue documentation, and issue resolution. This person shall ensure formal design reviews are held regularly for each iteration and work with project leadership team to establish and manage the project iteration and release cycles and attend release planning meetings. This person shall manage development activities and coordinate technical and application components with other projects and applications; ensure that appropriate system support and maintenance documentation is complete, which includes support documentation for Help Desk support and maintenance staff. This person shall also review release notes for accuracy, and work with project leadership to determine project resource requirements.

11.5. Project Lead Level 2: With 8 or more years of experience, relies on experience and judgment to plan and accomplish goals, independently performs a variety of complicated tasks, a wide degree of creativity and latitude is expected. The Project Lead shall have day to day responsibility for management of a project team, providing functional or technical team

Revised 01/16 8-22

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STATEMENT OF WORK DATE: DECEMBER 2016

leadership on complex projects to deliver the project within scope, on time, and on budget They are responsible for discovery, design, development, testing, documentation and support They shall have full functional and technical knowledge of all phases of applications systems analysis and programming. There may be multiple phases ofthe project for which they have responsibility. This person shall coordinate day-to-day execution of discovery, design, development testing and implementation activities with program manager, system integrator and third party vendors; actively encourage and facilitate communication between the business analysts, development and QA teams; and ensure that system requirements are documented, complete, accurate and approved. May lead phased user acceptance testing including: planning, execution, issue documentation, and issue resolution. This person shall ensure formal design reviews are held regularly for each iteration and work with project leadership team to establish and manage the project iteration and release cycles and attend release planning meetings. This person shall manage development activities and coordinate technical and application components with other projects and applications; ensure that appropriate system support and maintenance documentation is complete, which includes support documentation for Help Desk support and maintenance staff. This person shall also review release notes for accuracy, and work with project leadership to determine project resource requirements.

11.6. Technical Writer Level 1: With 4 to 7 years of experience in the field or in a related area. Familiar with standard concepts, practices, and procedures within a particular field. Relies on limited experience and judgment to plan and accomplish goals. A certain degree of creativity and latitude is required. Works under limited supervision with considerable latitude for the use of initiative and independent judgment Develops and maintains user and technical documentation and project process documentation for the assigned project Understands the user's view of applications and /or technology and is able to put procedures in a logical sequence. Provides expertise on technical concepts of applications and /or user groups and structuring procedures in a logical sequence, due to a broad understanding ofthe applications. Writes a variety of technical articles, reports, brochures, and/or manuals for documentation for a wide range of uses. May be responsible for coordination of training documentation. May be responsible for coordinating the display of graphics and the production of the document

11.7. Technical Writer Level 2:8 or more years of experience, relies on experience and judgment to plan and accomplish goals, independently performs a variety of complicated tasks, a wide degree of creativi^ and latitude is expected. Develops and maintains user and technical documentation and project process documentation forthe assigned project Understands the user's view of applications and /or technology and is able to put procedures in a logical sequence. Provides expertise on technical concepts of applications and /or user groups and structuring procedures in a logical sequence, due to a broad understanding ofthe applications. Writes a variety of technical articles, reports, brochures, and/or manuals for documentation for a wide range of uses. May be responsible for coordination of training documentation. May be responsible for coordinating the display of graphics and the production ofthe document

11.8. Documentation Specialist 1:1 to 5 years of experience in the field or in a related area as a Documentation Specialist. Familiar with standard concepts, practices, and procedures within a particular field. Relies on limited experience and judgment to plan and accomplish goals. A certain degree of creativity and latitude is required. Works under limited supervision with considerable latitude for the use of initiative and independent judgment Documentation specialists are responsible for maintenance of company documents. They are responsible for storage, cataloging and retrieval of documents. They maintain the integrity of working documents and update documentation when revised. They maintain systems for document

Revised 01/16 9-22

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STATEMENT OF WORK DATE: DECEMBER 2016

storage (SharePoint) and retrieval, and help train employees on efficient system usage. "Hiey are also responsible for document security, for assigning access, and for removing and destroying obsolete documents.

11.9. Documentation Specialist 2: 6 or more years of experience, relies on experience and judgment to plan and accomplish @)als, independently performs a variety of complicated tasks, a wide degree of creativity and latitude is expected. Minimum of 5 years of experience, served as a liaison between the Business community and Customer IT Teams (i.e.. Architecture, Project Delivery, Application Sustain, etc.). Documentation specialists are responsible for maintenance of company documents. They are responsible for storage, cataloging and retrieval of documents. They maintain the integrity of working documents and update documentation when revsed. They maintain systems (SharePoint site) for document storage and retrieval, and help train employees on efficient system usage. They are also responsible for document security, for assigning access, and for removing and destroying obsolete documents.

11.10. Database Architect 1:1-3 years of experience in the field or in related area. Has knowledge of commonly used concepts, practices and procedures within a particular field. Relies on instructions and pre-established guidelines to perform the functions of the job. Primary job functions do not typically require exercising independent judgement. Designs and builds relational databases. Develops strategies for data acquisition, archive recovery, and implementation of a database. Cleans and maintains the database by removing and deleting old data. Must be able to design, develop and manipulate database management systems , data warehouses and multidimensional databases. Requires a depth and breadth of database knowledge that shall help with formal design of relational databases and provides insight into strategic data manipulation. Responsible for making sure an organization's strategic goals are optimized through the use of enterprise data standards. This frequently involves creating and maintaining a centralized registry of metadata. Has working knowledge of EIR Accessibility standards and assistive technolc^es. Ensures that all user interfaces for database administration and inputting, viewing, outputting data (via reports) are compliant with accessibility standards.

l j _ l l . Database Architect 2:4-7 years of experience in the field or in a related area. Familiar with standard concepts, practices, and procedures within a particular field. Relies on limited experience and judgement to plan and accomplish goals. A certain degree of creativity and latitude is required. Works under limited supervision with considerable latitude for use of initiative and independent judgement Designs and builds relational databases. Develops strategies for data acquisitions, archive recovery, and implementation of a database. Cleans and maintains database by removing and deleting old data. Must be able to design, develop and manipulate database management systems, data warehouses and multidimensional databases. Requires a depth and breadth of database knowledge that shall help with formal design of relational databases and provides insight into strategic manipulation. Responsible for making sure an organization's strategic goals are optimized through the use of enterprise data standards. This frequently involves creating and maintaining a centralized registry of metadata. Has working knowledge of EIR Accessibility standards and assistive technologies. Ensures that all user interfaces for database administration and inputting, viewing, outputting data (via reports) are compliant with accessibility standards.

11.12. Database Architect 3: 8 or more years of experience, relies on experience and judgement to plan and accomplish goals, independently performs a variety of complicated tasks, a wide degree of creativity and latitude is expected. Designs and builds relational databases. Develops strategies for data acquisitions, archive recovery, and implementation of a database.

Revised 01/16 10-22

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STATEMENT OF WORK DATE: DECEMBER 2016

Cleans and maintains the database by removing and deleting old data. Must be able to design, develop and manipulate database management systems, data warehouses and multidimensional databases. Requires a depth and breadth of database knowledge that shal help with formal design of relational databases and provides insight into strategic data manipulation. Responsible for making sure an organization's strategic goals are optimized through the use of enterprise data standards. This frequently involves creating and maintaining a centralized registry of metadata. Has working knowledge of EIR Accessibilily standards and assistive technologies. Ensures that all user interfaces for database administration and inputting, viewing, outputting data (via reports) are compliant with accessibility standards.

12. BLANKET PURCHASE ORDER RELEASE PROCESS (PO)

12.1. For work to be performed by Vendor's staffing personnel, TxDOT will generate and distribute a purchase order release detailing the following:

12. 1.1.

12. .1.2

12. 1.3

12. 1.4

12. 1.5

business requirements.

13. VENDOR DELIVERABLES

The vendor shall:

13.1. Provide the Staffing Personnel as described in Para. 10 and 11 .

13.2. Fulfill the purchase order release as specified.

13.3. Submit reports, plans, meeting minutes, and other business documents to support the services outlined in the SOW as requested by TxDOT throughout the term of the blanket purchase order.

14. SERVICE LEVEL

Service level shall include the following:

14.1. All staffing personnel shall meet the expertise level as described in the purchase order release.

14.2. All staffing personnel shall meet the deliverable schedule as defined in the purchase order release.

14.3. All staffing personnel shall meet the experience and skill requirements defined in the purchase order release.

Revised 01/16 11-22

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STATEMENT OF WORK DATE: DECEMBER 2016

15. VENDOR PERFORMANCE

Vendor performance will be monitored on a regular basis byTxDOT.

15.1. An unsatisfactory performance determination includes, but is not limited to:

15.1.1. Two instances within one year where deliverable schedule as defined in the task order is not met

15.1.2. One instance within one year of vendor personnel assigned to a task order not having the state license, certification and/or skill maturity to perform required tasks.

NOTE: Unsatisfactory performance will result in a negative vendor performance report, or cancellation ofthe purchase order or both.

15.2. An exceptional performance determination includes, but is not limited to:

15.2.1. Deliverables made early upon TxDOT member request.

15.2.2. Vendor commended for exceptional customer service, exceptional service provided.

16. BUILDING RESTRICTIONS

16.1. PARKING: The vendor shall make arrangements with the designated TxDOT representative prior to off-loading tools and equipment at the job site. The vendor shall park only in spaces assigned by the designated TxDOT representative.

16.2. RESTROOMS: Restrooms shall not be used for washing of tools and equipment

16.3. SECURITY: The vendor shall provide an updated list of all vendor personnel or subcontractors at each job site and comply with all security measures required by TxDOT.

16.4. ACCESS: The vendor shall make prior arrangements with the designated TxDOT representative for access to the building(s) for performance of the service.

17. PERSONNEL CONTINUITY AND REPLACEMENT

17.1. TxDOT recognizes that events beyond the control of the vendor such as the death, physical or mental incapacity, long-term illness, orthe voluntary termination of employment ofthe account manager, any key personnel, etc. will require the vendor propose a replacement In the event such a replacement is necessary, vendor agrees that personnel shall not begin work on the project without prior written approval from TxDOT.

17.2. The account manager and any key personnel, etc. shall remain available for the entire term of the purchase order as long as that individual is employed by the vendor.

17.3. If TxDOT determines the account manager, a team member or other key personnel, etc. is unable to perform in accordance with the service requirements or to communicate effectively; the vendor shall immediately remove that person.

Revised 01/16 12-22

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STATEMENT OF WORK DATE: DECEMBER 2016

17.4. Proposed replacement personnel shall meet minimum qualifications and have experience comparable to the person(s) being replaced. Replacement personnel shall be provided at no additional cost to TxDOT. Resume(s) and reference(s) will be requested for the proposed replacement(s). TxDOT may reject any replacement if references or past working performance is questionable or unfavorable. TxDOT will be the sole judge ofthe qualifications ofthe proposed replacement personnel.

17.5. No more than two key personnel changes in total may occur during the term of the purchase order. This is two changes total for all four key personnel, not two changes for each key personnel.

18. SUBCONTRACTING

18.1. Subcontractors providing service under the purchase order shall meet the same qualifications and service requirements and provide the same quality of service required of the vendor.

18.2. No subcontract under the purchase order shall relieve the primary vendor of responsibility for the services.

18.3. The vendor shall be the only contact for TxDOT and subcontractor(s).

18.4. The vendor shall manage all quality and performance, project management, and schedules for subcontractors. The vendor shall be held solely responsible and accountable for the completion of all work for which the vendor has subcontracted.

18.5. TxDOT retains the right to check subcontractor's background and make a determination to approve or reject the use of submitted subcontractor(s). Any negative responses may result in disqualification ofthe subcontractor.

18.6. TxDOT resen/es the right to request the removal of vendor's subcontractor staff deemed unsatisfactory by TxDOT.

18.7. Subcontracting shall be at the vendor's expense.

18.8. During the term of the purchase order, if the vendor determines a need for a subcontractor change, TxDOT shall be notified in writing by the vendor within 10 calendar days of any proposed change. The vendor shall be required to provide references and work history for any proposed subcontractor to TxDOT. No change will be allowed without written authorization by TxDOT.

18.9. SOLICITATIONS OVER $100,000: TxDOT will make an initial determination of whether subcontracting is probable. If TxDOT has determined that subcontracting opportunities are probable, the class and items in which HUBs may be registered will be noted in the solicitation along with the required forms and instructions. Responses that do not include a completed HUB Subcontracting Plan as indicated on the solicitation shall be rejected pursuantto Texas Govemment Code §2161.252(6).

19. 6USINESS CONTINUITY PROCEDURES AND DISASTER RECOVERY PLAN

The respondent shall submitthe respondent's business continuity procedures and disaster recovery plan (limit one page) which shall include procedures that shall be implemented to fulfill all

Revised 01/16 13-22

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STATEMENT OF WORK DATE: DECEMBER 2016

requirements ofthe blanket purchase order including, but not limited to: fire, theft, natural disaster, technical difficulty, workforce problems, equipment failure or other disruption of business.

NOTE: Business Continuity Procedures and a Disaster Recovery Plan for this service shall be maintained by the vendor throughout the term of the purchase order. The vendor shall be responsible for all costs of disaster recovery.

20. WORK-MADE-FOR-HIRE

20.1. This is a "work-made-for-hire" as that term is understood under the copyright law of the United States, Title 17, U.S.C §§ et seq. and also includes any product, device, apparatus or system that may be patented. All copy rights and other intellectual property interests in the custom software shall vest at the time of creation in TxDOT and the vendor shall have no copyright or other intellectual property interest in the custom software produced underthis contract.

20.2. All future works relating or pertaining to said custom software and versions thereof shall be regarded as works-made-for-hire within the meaning herein and of the copyright laws of the United States and that if, for any reason, said future works relating or pertaining to said custom software shall be held not to be a work-made-for-hire, vendor does hereby sell, assign, and transfer to TxDOT, its successors and assigns, all of vendor's rights, title and interests in and to said future custom software versions thereof, relating or pertaining to the custom software.

21. NON-DISCLOSURE

21.1. Any TxDOT owned, developed, or licensed software and related documentation shal returned to TxDOT before the expiration ofthe purchase order.

be

21.2. Vendor acknowledges the source code, program, and related documentation constitute valuable trade secrets for TxDOT. Vendor shall not disclose, publish, or disseminate them to any third party who is not bound by a written confidentiality agreement expressly covering TxDOT's intellectual property and related documentation.

22. OWNERSHIP

22.1. The vendor shall transfer to, or purchase for TxDOT all licenses to software acquired in conjunction with this project including all original media, documentation, warranties, licenses, applications software and developmental software used in developing custom applications.

22.2. In the event that custom software development is required, TxDOT will own the entire rights (including copyrights, copyright applications, copyright renewals and copyright extensions), title and interests in and to the custom software development documentation, software, and any other intellectual properties created for custom software and versions thereof and all works based upon, derived from, or incorporating works thereof and in and to all income, royalties, damages, claims, and payments now or hereafter due or payable with respect thereto and in and to all causes of action, either in law or in equity for past present or future infringement based on the custom software and copyrights arising there fmm and in and to all rights corresponding to the custom software and versions thereof throughoutthe world. TxDOT shall retain ownership of all production and historical data produced bythe proposed system.

Revised 01/16 14-22

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STATEMENT OF WORK DATE: DECEMBER 2016

23. SOFTWARE ESCROW

The vendor shall provide for TxDOT to have escrow account access to and receive the source codes and data for any licensed products upon the failure, or demise of the vendor's company.

24. TRAVEL

All travel and per diem shall be pre-approved in writing by the designated TxDOT representative. If

approved, expenses will be reimbursed as follows:

24.1. In-state reimbursement for lodging will be the listed rate on the following website for the specific location and month.

https://fmx.cpa.state.tx.us/fm/travel/travelrates.php

24.2. The maximum meal reimbursement for in-state travel is $41. Travelers may substitute all or a portion ofthe $41 meal allowance to increase the amount paid for lodging.

24.3. Meals for non-overnight travel may be reimbursed up to $41 for the actual cost of meals if the travel period is greater than six hours and the travel is to a location outside the district in which the vendor's primary work location is located.

NOTE: The Internal Revenue Service has ruled thatthe meal reimbursements related to non-overnight travel are taxable as additional income. Taxes shall be withheld at a rate of 25% of the reimbursement amount The vendor shall be responsible for withholding this tax.

24.4. Out-of-state reimbursement will be at current legislated rates and comply with the current state travel laws and rules. Guidelines are available at

httDs://fmx.cDa.state.tx.us/fm/travel/travelrates.DhD

24.5. Reimbursable travel expenses include: Personal vehicle mileage, commercial transportation, hotel accommodations, parking, and meals. NOTE: TxDOT will not reimburse tips, gratuities, or alcoholic beverages.

24.6. Actual travel time from the vendor's location or vendor employee's home to and from the work location is not reimbursable underthe purchase order.

25. CONFLICT OF INTEREST

The vendor, vendor's personnel, and vendor's subcontractor(s) shall affirm not to have, nor acquire any interest during the term ofthe purchase order that would conflict in any manner with the performance ofthe vendor's obligations in regards to services authorized.

25.1. The vendor certifies and warrants that he or she and any relative to the first consanguinity (blood) or affinity (marriage) have not been employed or an employee or contracted agent for the firm in which he/she is performing services as required under the purchase order for a period not less than five years from the effective date of the purchase order. Furthermore, the vendor certifies and warrants that he or she and any relative to the first consanguinity (blood)

Revised 01/16 15-22

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STATEMENT OF WORK DATE: DECEMBER 2016

or affinity (marriage) have no financial interests of any kind in the firm in which he or she is performing services as required under the purchase order. Violation ofthis provision may be grounds for termination ofthe purchase order.

25.1.1.

25.1.2.

First consanguinity (blood) is described as: A person is related to you by blood in the first degree if the person is your: Mother or father, brother or sister, son or daughter.

Affinity (marriage) is described as: A person who is: your spouse, or spouse's mother or father, brother or sister, son or daughter; your brother's or sister's spouse, son's or daughter's spouse, step-mother or step-father.

26. AMENDMENTS

TxDOT and the vendor reserve the right to amend the purchase order, within the original scope, by mutual written agreement at any time during the term of service, as may be necessary to achieve the highest quality of production by the most efficient and cost-effective means or to include a different element or special feature that was not contemplated or fully developed at the time of solicitation. The amendment process will be accomplished through a Purchase Order Change Notice (POCN).

27. INVOICING INSTRUCTIONS

The vendor shall provide:

27.1. ORIGINAL INVOICE: A comprehensive and detailed invoice with reference to the line item on the purchase order OR Schedule 1 - Pricing for each item charged. The original invoice shall be e-mailed to the e-mail address indicated on the purchase order to ensure timely payment and shall include the following:

27.1.1. Complete purchase order number.

27.1.2. Vendor Federal Employer Identification Number (EIN).

27.1.3. Date and time of service.

27.1.4. Receipts for travel expenses to include TxDOT's written approval.

27.1.5. BPOR number (if invoice is for a BPOR).

NOTE: Invoices requiring correction shall be re-submitted with a new invoice date.

27.2. COPY OF INVOICE AND SUPPORTING DOCUMENTATION: A copy of the invoice and original supporting documentation that validates the invoice charges shall be e-mailed to the designated TxDOT representative to include but not be limited to:

27.2.1. Copies of invoices from subcontractors or other entities to which vendor has made payment and requires reimbursement from TxDOT as agreed to in the purchase order.

27.2.2. Receipts for travel expenses as approved by TxDOT

27.2.3. BPOR number (if invoice is for a BPOR).

Revised 01/16 16-22

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STATEMENT OF WORK DATE: DECEMBER 2016

28. PAYMENT REQUIREMENTS

Payment will be based on the following:

28.1 . Payment for I personnel will be made on a monthly basis.

28.2. No payment will be made for official state holidays (unless otherwise approved by the designated TxDOT representative), lunch hour, illness, or anytime when work is not actually performed.

29. TxDOT RESPONSIBILITIES

TxOOTwill:

29.1 . Provide a contract manager as the point of contact

29.2. Provide access to appropriate data systems and information.

29.3. Provide workstations (desks, computers, and telephones) for personnel.

29.4. Be the sole provider of directions and instructions to the Vendor.

30. RESPONSE SUBMISSION

30.1. GENERAL FORMAT: The respondent shall submit one signed and dated original (marked Onginal) and shall submit 3 copies (marked Copy) and 1 copy on flash drive. The submission should be in separate loose leaf binders on one sided 8-1/2 x 11 inch paper and be tab-indexed corresponding to the sections listed below. Plastic spine-bound or wire bound submittals are highly discouraged. Include only the information specified for each section.

30.2. ORIGINAL RESPONSE: Failure by the respondent to submit the documentation listed below will disqualify the respondentfrom further consideration. The response submission shall be submitted in the following format:

30.2.1. Section 1 - Schedule 1 - Pricing

30.2.1.1. If addendums are generated as part of this solicitation, include the original signed and dated addendum(s) in Section 1 .

30.2.1.2. Copies: Include 2 copies ofthe Schedule 1 - Pricing in a sealed, separate envelope with the original submittal.

30.2.2. Section 2 - Schedule 2 - Original, signed and dated Execution of Offer

30.2.3. Section 3 - Schedule 3 - Respondent Qualifications and Experience: The respondent shall demonstrate successful past performance through submission of documentation of relevant qualifications and experience to include:

30.2.3.1. Name, address, phone number and email address of the person TxDOT should contact with any questions regardingthe response submission.

Revised 01/16 17-22

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STATEMENT OF WORK DATE: DECEMBER 2016

30.2.3.2. A brief description of related or similar services performed within the last 5 years.

30.2.3.3. Managing related or similar services of comparable size and scope to the services within the solicitation.

30.2.4. Section 4 - Schedule 4 - Kev Personnel Oualifications and References: The respondent shall provide resumes or brief profiles and references. References shall substantiate the number of years of required experience ofthe individuals, including any subcontractors, who will be part of the respondent's personnel providing the service. The profile shall include:

30.2.4.1. Each individual's name and title.

30.2.4.2. Education.

30.2.4.3. Description of qualifications and number of years' experience for the last 6 years (Ref. Para. 7).

30.2.5. Section 5 - Staff Management Approach: The respondent shall describe approach and ability to meet the staffing requirements for key personnel and staffing personnel. The response should be specific and address all requirements described in the solicitation in the order presented in Para. 8, 9 , 1 0 , 1 1 and 17.

30.2.5.1. Explain the coordination process between Respondent and TxDOT during the time staffing services are performed.

30.2.5.2. When Respondent fills a position, what effort is made to ensure the same Staffing Personnel is retained until the product is delivered and the position ends?

30.2.5.3. How many days' notice does Respondent typically give a client before a Staffing Personnel is removed from service?

30.2.5.4. What is the Respondent's plan when Staffing Personnel leaves the Respondent's company prior to the completion of the service?

30.2.5.5. Background: Description ofthe approach, business objectives and critical success factors.

30.2.5.6. Explain recruitment process. Describe how Respondent finds talent, determines the talent's fit for a position, retains talent, and any other details aboutthe recruitment process.

30.2.5.7. Describe the process of measuring if the placement was successful.

30.2.5.8. Explain how performance issues are handled with staff resources supplied by Respondent

30.2.5.9. Assumptions: List any assumptions regarding the Staffing Personnel services.

Revised 01/16 18-22

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STATEMENT OF WORK DATE: DECEMBER 2016

30.2.6. Section 6 - Business Continuity and Disaster Recovery Plan: Respondent shall submit a business continuity and disaster recovery plan detailing how the respondent proposes to meet the specifications in the event vendor service is interrupted. The plan shall detail the vendor's follow-up and recovery process (Ref. Para. 19).

30.2.7. Section 7- HUB Subcontracting Plan: Review Attachment A for instruction on how to complete the HUB Subcontracting Plan.

30.3. The following should be submitted with the response. Failure by the respondent to submit the documentation listed below may disqualMy the respondent from further consideration.

30.3.1. Section 8- Financial Standing

30.3.2. Statement from the president owner or financial officer on company letterhead certilying that the company is in good financial standing, current in payment of all taxes and fees (Ref. Para. 5.3).

30.3.3. Section 9 - Respondent References. (Ref. Para. 6).

30.3.4. Copies: The 3 reproduced hard copies (marked Copy) and 1 electronic copy on flash drive shall include only the following tab-indexed sections:

30.3.4.1. Section 3 - Respondent Qualifications and Experience.

30.3.4.2. Section 4 - Key Personnel Qualifications.

30.3.4.3. Section 5 - Staff Management Approach.

30.3.4.4. Section 6 - Business Continuity and Disaster Recovery Plan

31. RESPONSE EVALUATION

31.1. STEP 1 - REVIEW OF RESPONSES BY PURCHASING: Only a complete response with the listed required submittal documents and meeting minimum qualifications will be considered. Failure to meet the minimum qualifications and submit the required documents will result in a response being declared non-responsive.

31.2. STEP 2 - INITIAL EVALUATION: A TxDOT evaluation committee will evaluate and score each response based on established criteria. Respondents shall not contact members ofthe evaluation team. Responses will be evaluated according to the respondent's ability to best satisfy TxDOT requirements. Respondent's submission is evaluated and scored on a weighted system to determine the best value as follows:

31.2.1. Respondent qualifications and experience will comprise 60% of the evaluation total.

31.2.2. Pricing submitted for the solicitation requirements will be 40% ofthe evaluation total.

31.3. STEP 3 - DISCUSSIONS: TxDOT may request that selected respondents, including key personnel participate in discussions.

Revised 01/16 19-22

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STATEMENT OF WORK DATE: DECEMBER 2016

31.3.1. The respondent and TxDOT may discuss and clarily various requirements of the solicitation, vendor response, discuss any negotiable points, further confirm proposed personnel qualifications and determine the respondent's capability to perform the service. A TxDOT evaluation committee may evaluate and score each discussion.

31.3.1.1. The initial selection of respondents qualifying to proceed to this step will maintain the pricing weight at 60%. The initial evaluation score ofthe qualifications and submission information will be replaced with the discussion meeting score at 40%.

31.3.1.2. TxDOT will advise each respondent in writing of the location, date and time ofthe scheduled discussion meeting. A minimum of two weeks' notice will be given to the respondent(s) selected for the discussion phase.

31.3.1.3. TxDOT may provide the respondent with a list of proposed key personnel required to attend and participate in the meeting.

31.3.1.4. Respondent and proposed key personnel should be prepared to address any questions that may be asked by TxDOT evaluators.

31.3.2. TxDOT reserves the right to continue discussions with selected respondent(s).

31.4. NEGOTIATIONS: Upon completion of discussions evaluation scoring. TxDOT reserves the right to enter into negotiations with one or more selected respondents.

31.5. STEP 4 - BEST AND FINAL OFFER (BAFO): TxDOT reserves the right to request a BAFO from selected respondent(s).

31.5.1. The respondent(s) shall submit a final price and any added value. If more than one respondent reaches this level, the negotiated terms, references, BAFO and added values will be the considered in the award. TxDOT will make the final determination on the best value.

31.5.2. TxDOT may award the purchase order for the service without requesting a BAFO.

32. AWARD

TxDOT reserves the right to award a purchase order(s) to the company that provides the best value to TxDOT in performance of this service. TxDOT may award to a single vendor, multiple vendors, or use any combination that best serves the interest of TxDOT.

32.1. BEST VALUE: TxDOT will be the sole judge of best value. Best value criteria may include, but are not limited to:

32.1.1. Best meets the goals and objectives of the solicitation as stated in the Service Requirements.

32.1.2. Solution that promotes business effectiveness and efficiency while striving for innovation, flexibility and integration with technology.

Revised 01/16 20-22

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STATEMENT OF WORK DATE: DECEMBER 2016

32.1.3. Best meets the quality and reliability of the proposed goods and services.

32.1.4. Effect of the proposed solution on agency productivity.

32.1.5. Provides the most customer focused solution that will best meet the needs of the traveling public.

32.1.6. Experience in successfully providing services in the solicitation.

32.2. TYPES OF AWARD

32.2.1. Sinde Award: One purchase order awarded to a single vendor.

32.2.2. Multiple Awards: A multiple award is the award of multiple purchase orders for the same line item(s) from a single solicitation to two or more vendors to provide the same or similar goods or services.

33. POST AWARD MEETING

Vendor(s) shall be required to attend a post award meeting in person with TxDOT within 10 calendar days after the award of the purchase order. The purpose of the meeting is to discuss the terms and conditions ofthe purchase order and to provide additional information regardingthe purchase order. Vendor(s) and TxDOT shall identify specific goals, strategies and activities planned for meeting particular program area objectives.

34. TRANSITION OF TxDOT PROPERTY

TxDOT will provide assistance as needed for the efficient and smooth transfer of all TxDOT property, including but not limited to: Publications, documents, property, equipment and other material which TxDOT retains ownership rights related to work provided under a previous or current purchase order.

34.1.

34.2.

BEGINNING PHASE: The vendor awarded a purchase order as a result of this solicitation, shall, at the request of TxDOT, be responsible for contacting the previous vendor to request the transfer of all TxDOT property. The transition of TxDOT's property shall occur within an agreed upon time frame to assure the new vendor can begin providing services as required by TxDOT.

CANCELLATION OR TERMINATION OF THE PURCHASE ORDER: Atthe end ofthe purchase order term or ifthe purchase order is cancelled by either party, the vendor(s) shall retum all TxDOT property to TxDOT or transfer all TxDOT property to the TxDOT designated vendor(s) immediately upon TxDOT's request

34.3. Conduct Knowledge Transfer session with TxDOT SMEs and/or management

35. CONTRACT ADMINISTRATION

Administration of the purchase order is the responsibility of TxDOT. TxDOT Procurement Division staff will be responsible for administering the contractual business relationship with the vendor.

35.1. Any proposed changes to work to be performed, whether initiated by TxDOT or the vendor, must receive final written approval in the form of a Purchase Order Change Notice signed by the authorized TxDOT purchasing agent

Revised 01/16 21-22

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STATEMENT OF WORK DATE: DECEMBER 2016

35.2. Upon issuance of purchase order, TxDOT will designate an individual to serve as the Contract Manager and point of contact between TxDOT and the vendor. The Contract Manager does not have any express or implied authority to vary the terms of the purchase order, amend the purchase order in any way or waive strict performance of the terms or conditions of the purchase order. This individual's contract management and contract administration responsibilities include, but are not limited to:

35.2.1. Monitoring the vendor's progress and performance and ensuring services conform to established specification requirements.

35.2.2. Managing the financial aspects of the contract including approval of payments.

35.2.3. Meeting with the vendor as needed to review progress, discuss problems and consider necessary action.

35.2.4. Identi^ing a breach of contract by assessing the difference between contract performance and non-performance.

35.2.5. Other areas as identified by the Comptroller of Public Accounts Contract Management Guide, latest edition.

Revised 01/16 22-22

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4,500,0001 SVC $1.00 $4,500,000.0095877800000TECHNICAL AND BUSINESS

IT Staffing as specified in a task order.

Each SVCU (Service Unit) is priced at $1.00. ASVCU is a TxDOT internal system unit of measure. Vendor will invoice at the price(s) indicated onthe pricing schedule for work authorized.

The following comments apply to the entire OrderThis blanket purchase order is for staffingservices for the Modernization Portfolio andProject Management Project.

Term of service: service shall begin January 30,2017 and continue through January 29, 2018 withthe option to renew for 3 additional like periodsof time at the same terms and conditions plus anyapproved changes.

Service shall be performed in accordance with thedocuments noted below. In the event of anyconflict, terms contained in the documents shallprevail in the order listed below:

*Blanket Purchase Order601000000000000000000000006897

*Statement of Work, Dated December 2016

*Schedule 1 – Pricing

*Vendor’s original response to solicitation

*Addendum #1, Dated December 8, 2016

*TxDOT Terms and Conditions, Revised September,2016

*Payment shall be in accordance with Part 4.04,paras. (c) of the TxDOT Terms and Conditions.

*NOTE TO VENDORS PARTICIPATING IN THE EPP: Sendinvoices to [email protected]

Rev #1 - Date: May 11, 2017

Blanket Order

Change Notice

Contract ID: 601000000000000000000000006897Version: 2Bid Number: 0000010737Contract Date: 01/30/2017Request for Offer

To:LOBLOLLY CONSULTING, LLC1600 WEST 38TH STREET SUITE 322

USAAUSTIN TX 78731-6406

VENDOR ID: 1205158007-*00

Agency To Invoice:See Specific Blanket Release

BUYER: 00000025781 - Pierce, Laura

PAGE 1

LineItem

ItemDescription Quantity Unit

UnitCost

ExtendedCost

CONTINUED

Issuing Employee Signature Issuing Employee Title

Failure to Deliver: If the contractor fails to deliver these supplies by the promised delivery date or a reasonable time thereafter, without giving acceptable reasons for the delay, or if suppliesare rejected for failure to meet specifications, the State reserves the right to purchase specified supplies elsewhere, and charge the increase in price and cost of handling, if any, to thecontractor. No substitutions or cancellations permitted without prior approval of the State.

EXHIBIT B

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if vendor is participating in the Early PaymentProgram (EPP), not the address on page 1 of thepurchase order. If you are not a participant, butwould like to enroll, please send an email [email protected] or call aProgram Specialist at 866-5153860 #4.

*Insurance shall be in accordance with Part 5 ofthe TxDOT Terms and Conditions

*Insurance Required:*Worker’s Compensation*Commercial General Liability*Commercial Automobile Policy

*Form 1950, Certificate of Insurance for Services

Worker’s Compensation Insurance: Vendor shallprovide form 1950 certificate of insurance forpersons providing all or part of the servicesregardless of whether that person contracteddirectly with the contractor and regardless ofwhether that person has employees. This includesbut is not limited to, independent contractors,subcontractors, leasing companies, motorcarriers, and owner-operators.

Per part 5, Para. 5.01 of the TxDOT Terms andConditions, the vendor shall provide the requiredTxDOT insurance form upon notice of award. Vendor shall not perform services under thepurchase order until this form is received byTxDOT. Failure to provide proof of insurancewithin the time frame request by TxDOT may resultin the vendor’s response being declarednon-responsive and the purchase order beingawarded to the next responsive, responsiblerespondent.TxDOT has determined that subcontractingopportunities are probable in connection withthis purchase order.

Vendor is a HUB and has committed to subcontracta portion of this blanket purchase order.

The vendor shall submit the HSP Prime Contractorresponse progress assessment report monthly to

Rev #1 - Date: May 11, 2017

Blanket Order

Change Notice

Contract ID: 601000000000000000000000006897Version: 2Bid Number: 0000010737Contract Date: 01/30/2017Request for Offer

To:LOBLOLLY CONSULTING, LLC1600 WEST 38TH STREET SUITE 322

USAAUSTIN TX 78731-6406

VENDOR ID: 1205158007-*00

Agency To Invoice:See Specific Blanket Release

BUYER: 00000025781 - Pierce, Laura

PAGE 2

LineItem

ItemDescription Quantity Unit

UnitCost

ExtendedCost

CONTINUED

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the TxDOT Contract Manager.

The reports shall be submitted monthly evenduring the months the vendor is not invoicingTxDOT.

Failure to provide this report will result inpayment being withheld until the report isreceived.

Quantities are estimates only. No guarantee ofany minimum or maximum purchase is made orimplied. TxDOT will only order the amount neededto satisfy operating requirements, which may bemore or less than indicated. The vendor will benotified in writing by purchase order changenotice for any quantity changes.

The vendor shall perform service only afterreceiving a blanket release purchase order whichis TxDOT’s authorization to proceed. The blanketrelease purchase order should contain at aminimum: description of services to beperformed, expected duration of services,business requirements, deliverables, TxDOTacceptance criteria, the master blanket ordernumber, and the name of the TxDOT representativeplacing the order with contact information. Theblanket release purchase order will be emailed tothe vendor’s point of contact noted on theblanket purchase order.

TxDOT may refuse to pay the vendor for servicesperformed or goods delivered without a blanketrelease purchase order.The blanket release purchase order number must benoted on the invoice or the invoice will bereturned for correction.

TxDOT Purchasing Point of Contact:Name: Laura Pierce, CTPTelephone No: 325-643-0432Email: [email protected]

TxDOT Contract Manager:Name: Erika Kemp, CTCMTelephone No: 512-416-2044

Rev #1 - Date: May 11, 2017

Blanket Order

Change Notice

Contract ID: 601000000000000000000000006897Version: 2Bid Number: 0000010737Contract Date: 01/30/2017Request for Offer

To:LOBLOLLY CONSULTING, LLC1600 WEST 38TH STREET SUITE 322

USAAUSTIN TX 78731-6406

VENDOR ID: 1205158007-*00

Agency To Invoice:See Specific Blanket Release

BUYER: 00000025781 - Pierce, Laura

PAGE 3

LineItem

ItemDescription Quantity Unit

UnitCost

ExtendedCost

CONTINUED

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Email: [email protected]

TxDOT Point of Contact for Services:Name: Karrie BoedekerTelephone No: (512) 486-5021Email: [email protected]

Vendor Point-of-Contact for Services:Name: Mohit GoyalTelephone: 512-217-8318Fax Number: 512-320-8584Email Address: [email protected]

Revision No. #1 Dated: 5/11/2017Revised by: L Pierce

Increase quantity of line item 1:From: 1,800,000.00 to: 4,500,000.00

Change purchase order total:From: $1,800,000.00 to: $4,500,000.00

Purchase order increased by: $2,700,000.00

Reason: to increase line item 1 quantities peremail request from Erika Kemp dated 05/10/2017.

Rev #1 - Date: May 11, 2017

Blanket Order

Change Notice

Contract ID: 601000000000000000000000006897Version: 2Bid Number: 0000010737Contract Date: 01/30/2017Request for Offer

To:LOBLOLLY CONSULTING, LLC1600 WEST 38TH STREET SUITE 322

USAAUSTIN TX 78731-6406

VENDOR ID: 1205158007-*00

Agency To Invoice:See Specific Blanket Release

BUYER: 00000025781 - Pierce, Laura

PAGE 4 (LAST PAGE)

LineItem

ItemDescription Quantity Unit

UnitCost

ExtendedCost

Contract Total: $4,500,000.00