ESBD_File_332042_TRS000429_ServiceNow Consulting and Technical Services_Solicitation Document.pdf

ServiceNow Consulting and Technical Services Solicitation No.TRS000429

Teacher Retirement System of Texas

Request for Proposals (RFP)

Solicitation No. TRS000429 NIGP Class/Item Codes: 918‐29, 918‐30, 920‐64, 920‐65

Anticipated Schedule of Events

August 6th, 2023

Issuance of RFP

August 18th, 2023 11:00 a.m., Central time Pre‐Proposal Conference attendance is Non‐ Mandatory

Conference call/virtual meeting information provided in Item 12 below.

August 21st, 2023, 3:00 p.m., Central time Deadline for Submission of Questions

September 12th, 3:00 p.m., Central time Deadline for Submission of Proposals Late Proposals will not be considered

Week of September 25th, 2023 Presentations or Interviews by top‐scoring Respondents, if requested. TRS may elect to conduct presentations (or interviews or demos or site visits) as part of the evaluation process.

I. Summary

1. Purpose/Overview TRS is seeking a Contractor to assist with the planning, implementation, and growth of its ServiceNow product and to help ensure alignment with and delivery on business goals.

The intent of this solicitation is to invite firms with ServiceNow Strategic Portfolio Management (SPM) and IT Service Management (ITSM) expertise to propose service offerings that align with our technical and business needs and bring talent to bear on a work‐ order project‐by‐project basis to assist the leadership of the TRS Project Management Office and Service Management Office in the delivery on product and project commitments.

2. Type of Solicitation Request for Proposals (RFP)

3. Issuing Agency

Teacher Retirement System of Texas (TRS) Procurement & Contracts 1000 Red River Street Austin, TX 78701‐2698

ATTN:

4. Purchasing Authority Competitive Procurement per Texas Government Code Section 825.103

5. Mandatory Requirements/Qualifications

Proposals that do not meet the following mandatory requirements may be rejected as non‐responsive and disqualified:

1. At least 3 years focus in assisting clients in providing strategic consulting, assessment, development, and services. on the Strategic Portfolio Management (SPM) platform of ServiceNow. (SPM, formerly known as IT Business Management)

2. At least 3 years focus in assisting clients in providing strategic consulting, assessment services, and development on the Agile module within the Strategic Portfolio Management (SPM) platform of ServiceNow.

(SPM, formerly known as IT Business Management)

3. At least 3 years focus in assisting clients in providing strategic consulting, assessment, development, and serviceson the IT Service Management (ITSM) platform of ServiceNow.

4. Client base must include a minimum of three clients with similar projects; contact information for these clients must be provided in the proposal.

5. Must be the principal vendor utilizing staff resources. TRS will not consider a Proposal that leverages sub‐contractors for implementation and/or client support. A Contractor may not use a subcontractor on this Contract without first receiving written approval from TRS regarding the proposed sub‐contractor.

6. Documented experience with assisting clients with implementing product centric operating models in ServiceNow, including scaled agile.

6. Responses to Solicitation Respondents are required to submit responses in the TRS

Procurement and Vendor E‐System (PAVES). Please see Section VIII “Proposal Submission Instructions” on how to create a confirmed bidder account to submit a proposal.

7. Deadline for Proposals Proposals must be received by TRS no later than:September 12th, 3:00 p.m., Central time. Each Respondent is solely responsible for verifying TRS’ receipt of its Proposal by the deadline specified in this RFP.

8. TRS HUB Coordinator

9. Initial Contract Term

LaTresa Stroud LaTresa.Stroud@trs.texas.gov

Initial term will be from effective date of the Contract through August 31, 2024.

10. TRS Optional Renewal Terms Three (3) one‐year optional renewal terms

Please note: the proposed annual pricing will be applied to each renewal option. TRS does not allow for escalation of pricing for subsequent renewals under this solicitation.

11. TRS Procurement and Contracts Representative for this Solicitation

Spencer Cummings

Spencer.Cummings@trs.texas.gov

12. Pre‐Proposal Conference August 18th, 2023 11:00 AM, Central Time. Pre‐Proposal Conference will be held virtually via Microsoft Teams. To be sent the invite, Respondents must e‐mail the TRS Representative identified in Item 10 by August, 17th, 2023, 5:00PM, Central Time.

By attending the pre‐proposal conference, attendees allow TRS to include their name and email in the pre‐proposal conference sign‐ in sheet to be included with an Addendum following the conference.

During the pre‐proposal conference, TRS will provide an overview of how to register and submit a proposal in PAVES. Potential Respondents are encouraged to attend. In addition, the conference provides a forum for potential respondents to pose questions about the solicitation.

13. Solicitation Addenda Changes to items directly impacting the Solicitation will be posted on the Electronic State Business Daily (ESBD) located at www.txsmartbuy.com/sp and posted in TRS’ Procurement and Vendor E‐System (PAVES) portal as an Addendum. See Subsection VIII.,A. PAVES, for information regarding PAVES portal access. It is the responsibility of an interested party to periodically check PAVES or the ESBD for updates to the Solicitation prior to submitting a Proposal.

14. Questions and Answers Questions regarding this Solicitation must be submitted in writing no later than August 21st, 2023, 3:00 p.m., Central time. See Subsection VIII., D. Question and Answer Period, for information on how to submit questions. Telephone inquiries will not be accepted. Each Respondent is solely responsible for verifying TRS’ receipt of its questions, if applicable, and Proposal by the deadlines specified in this Solicitation.

15. Respondent Presentations or Interviews

TRS may request that top‐scoring Respondents present an overview of the Services proposed, a representation of their technical and leadership team in their Proposals along with project portfolios of like engagements. The presentations will either be performed virtually or at the TRS offices located at, 1000 Red River Street, Austin, Texas on or about Week of September 25th, 2023;

presentation dates and times to be arranged. The number of top‐ scoring Respondents will be determined by TRS in its sole discretion.

16. Contact with TRS Staff Upon issuance of this Solicitation, employees and representatives of TRS, other than the TRS Procurement and Contract representative identified in item number 10 above, will not discuss the contents of this Solicitation with any Respondent, potential Respondent, or its representatives.

Failure of a Respondent or any of its representatives to observe this restriction may result in disqualification of any related Proposal.

This restriction does not preclude discussions between affected parties for the purpose of conducting business unrelated to this Solicitation.

17. Definitions As used in this Solicitation, the following capitalized terms shall have the meaning specified below:

1. Agency or TRS: Teacher Retirement System of Texas

2. Agency Primary Contact: The person designated by TRS to be the point of contact between TRS and Conractor for the purposes of monitoring Contract performance and providing day‐to‐day interaction and instruction during the term of the Contract. Also referred to as “TRS Contract Manager.”

3. Agile methodology ‐ Agile is a group of iterative and incremental software development methods. It encourages flexibility and speed in responding to change. It requires collaboration between self‐ organized, cross‐functional teams to generate requirements and solutions.

4. Contract: The definitive written agreement resulting from this Solicitation executed by an authorized representative of TRS and Contractor that formalizes the terms, provisions, covenants, and obligations of the parties, including but not limited to those contained in this Solicitation.

5. Contractor or Vendor: The Respondent awarded a contract resulting from this Solicitation. The term “Contractor” or “Vendor” includes employees, representatives, agents, subcontractors, suppliers, and third‐party service providers of Contractor, regardless of how such persons or entities are employed or contracted by Contractor.

6. Contractor or Vendor Primary Contact: The person designated by the Contractor/Vendor to be the point of contact between the Contractor/Vendor and Agency for purposes of scheduling, filling, contract management, and day‐today management of Services under the Solicitation.

7. Days: Calendar days unless otherwise specified.

8. Electronic State Business Daily (ESBD): The public‐ facing website in which applicable government entities post certain competitive procurement solicitations.

www.txsmartbuy.com/sp.

9. Employee; Contract Employee: Any individuals who, on behalf of the Contractor, will or may participate in providing Services under a Contract resulting from this Solicitation.

10. Financial Interest: Receiving, or having a right to receive, money or other valuable property or benefits under or in connection with the actual or proposed contract; holding a position in a business such as a principal, officer, director, trustee, partner, employee, or the like, or holding a position of management; holding any of the outstanding debt of a person directly involved in the proposed or resulting Contract; or owning stock or other interest in the business.

11. Fiscal Year (FY): The State of Texas and TRS fiscal year that begins September 1 and end August 31.

12. Key Personnel: Individuals who contribute to the development or execution of a project in a substantive, measurable way, and whose absence from the project would be expected to impact the performance of the Contract.

13. Offer, Proposal, or Response: The documents, including any exhibits or attachments, submitted by a Respondent in response to this Solicitation. “Offer” has the same meaning as “Proposal” or “Response,” when such terms are applicable in the solicitation document so titled as Request for Proposals (RFP), Request for Offers (RFO), or an Invitation for Bids (IFB), respectively.

14. Project Manager: The individual who, on behalf of Contractor, will have primary responsibility for the planning, procurement and execution of the project, in any undertaking that has a defined scope, defined start and a defined finish, regardless of industry.

15. Relative: A current or former TRS employee’s spouse, father, mother, brother, sister, son or stepson, daughter or stepdaughter, mother‐in‐law, father‐in‐law, sister‐in‐law, brother‐in‐law, son‐in‐ law, or daughter‐in‐law.

16. Respondent: The individual or entity submitting a proposal, offer, or bid in response to this Solicitation.

17. Responsive: A Proposal that meets all minimum qualifications, HUB requirements, and submission requirements.

18. Roadmap ‐ a shared source of truth that outlines the vision, direction, priorities, and progress of a product over time.

19. Scaled agile ‐ framework that implements Scrum at an enterprise level

20. Scrum team ‐ dedicated cross functional team that supports one or more products and is responsible for the high‐quality and timely delivery of sprint commitments.

21. Services: All of the requirements, duties, schedules, locations, and other items specified in this Solicitation. The term includes any services associated with Contractor’s performance under a Contract resulting from this Solicitation. Also referred to as “Work.”

II. Scope of Work

A. Introduction Teacher Retirement System of Texas (TRS), a public pension fund and entity of the State of Texas, issues this Request for Proposals # TRS000429 to solicit a qualified vendor for a master services agreement for ServiceNow consulting, assessment, advisory, development, and services. (the “Solicitation”).

TRS is seeking a Contractor to assist with the planning and implementation of its ServiceNow platform to help ensure its alignment with and delivery on business goals.

The intent of this solicitation is to invite firms with ServiceNow Strategic Portfolio Management (SPM) and IT Service Management (ITSM) platform experience to propose service offerings that align with our technical and business needs and bring talent to bear on a work‐order project‐by‐project basis to assist the leadership of the Enterprise Service Delivery area in TRS IT Division in the delivery on program and project commitments.

As a result of this solicitation, TRS expects to receive and evaluate responses and select one (1) or more qualified respondents. TRS reserves the right to make a single award or multiple awards. All contract(s) awarded, if any, shall be indefinite quantity contracts with no minimum guarantees or any purchases. Work orders will be created on an as‐needed basis.

B. Scope of Work Background

TRS is a service‐oriented public pension system providing retirement, healthcare, and related benefit programs for Texas public education employees, retirees, and their beneficiaries (“Participants”). TRS’ mission is to improve the retirement security of plan Participants and their beneficiaries by prudently investing and managing trust assets and delivering benefits that make a positive difference in Participants’ lives.

TRS is organizing this request for services under an umbrella contract utilizing a work order method to support its ServiceNow platform consulting, implementation, maintenance and enhancement efforts.

TRS ServiceNow instance consists of the following platform:

Strategic Portfolio Management (SPM) formerly called IT Business Management

(ITBM)

IT Service Management (ITSM)

Description of Work

A. Consulting and Advisory Services As a part of this solicitation, we are seeking consulting, management, advisory, and analysis services to ensure a successful implementation and enhancement of TRS ServiceNow platform.

Potential services to be provided through this contract include, but are not limited to:

Technical advisory and consulting services;

Agile methodology advisory and consulting services, including scaled agile;

Agile development and quality assurance services;

Project Management services;

Business Analysis services;

Strategic planning;

Data mapping and migration services, and transition plan execution

Major focus areas include:

a. TRS recently worked with a vendor to develop and stand up both ServiceNow ITSM and SPM Professional components. Because of discovery related to the Demand and Agile applications, a reassessment of these ServiceNow SPM Professional components is required prior to SPM go‐live. The reassessment will ensure the ServiceNow Agile

2.0 application meets each of TRS’ 15 scrum teams’ needs and aligns with industry best practices.

b. For TRS approval create a formal document that defines the overall plan for how a project will be executed and monitored (Implementation Plan). Implementation Plan shall include deliverables and a timetable that outlines start and end dates for the deliverables that must be met for a project to be completed on time.

c. Create actionable roadmaps and backlogs to support TRS’ move to product centricity and effort to automate routine actions.

d. Managing and executing development backlogs created as a part of assessments.

e. General consulting with TRS’ stakeholders. Contractor will be both a strategic and tactical technology partner and will sustain a consistent overall strategy across the ServiceNow product.

f. Contractor will set up a project kickoff meeting to launch the project and set expectations for stakeholders on the objectives, deliverables and Implementation Plan.

g. Contractor will set up weekly status meeting to discuss progress of project, next steps for upcoming tasks and review Implementation Plan.

h. Process development for handling scrum ceremonies, sprint execution, and defect management within the ServiceNow Agile module.

i. Process development for scaling the agile methodology at TRS across 15 scrum teams, two major programs, a portfolio of projects and five product lines.

B. Implementation and Maintenance Services

Based on Implementation Plan, TRS will request work by means of issuing a Work Order, please see Section 5 (Procedures for Work Orders) of this RFP, which Contractor will execute in a team‐based Agile environment. Contractor shall develop or configure, test, stage, and release business applications by applying iterative processes utilizing Agile methodology and a frequent release cycle. Services may include implementation, activation, and go‐live support of a fully functioning platform, including integration with any third‐party or TRS‐designated platforms or applications.

Contractor will work together with TRS product owner to develop and estimate user stories and establish acceptance criteria. These acceptance criteria will specify expected functionality for a user story, as well as any non‐functional requirements that must be met. TRS product owner will determine whether acceptance criteria have been satisfied.

Contractor agrees to the following:

a. Adhere to target due dates for deliverables as defined in Implementation Plan. Any changes to Implementation Plan must be documented in writing and agreed to by both parties.

b. If the deliverable cannot be provided within the scheduled timeframe, the Vendor is required to contact the TRS Contract Manager in writing with a reason for the delay and the proposed revised schedule. The request for a revised schedule must include the impact on related tasks and the overall project.

c. Timely respond to TRS staff questions within one business day.

d. Conducting weekly status meetings with the TRS Contract Manager. The meetings will be held on a specific day of each week ‐ at a time and place designated by the Agency Contract Manager ‐ unless revised bythe TRS Contract Manager. The meetings can be in person or over the phone at the discretion of the TRS Contract Manager.

The scope of services include, but not limited to, the following:

Agile development and quality assurance services

Data mapping and migration services, and transition plan execution

Fully implemented Agile 2.0 module including;

o Agile DevelopmentScrum program boards o Agile dashboards o Unified Backlog o Sprint Tracking o Agile board o Agile team planning

Roadmap for scaling agile practices in ServiceNow’s Strategic Portfolio Management platform

Contractor Warranty

Contractor warrants to TRS that, for a period of ninety (90) days after TRS’ acceptance of key milestones and deliverables associated with implementation phase, the said key milestones and deliverables will conform to its specifications in all material respects. Any claim for breach of Contractor’s warranties set forth in this section must be made by written notice to Contractor within ninety (90) days after TRS’ acceptance of the key milestones and deliverables associated with implementation phase. With respect to any circumstances alleged to give rise to such a breach of warranty, Contractor shall (i) repair and replace the said key milestones and deliverables or (ii) the refund to TRS of the amount paid to Contractor for the non‐conforming key milestones and deliverables. The remedies provided for in this section shall not be exclusive but are in addition to all other remedies available in this Contract and law.

Contract Key Personnel

As part of its proposal, Respondent must provide a full list of expertise they offer related to the scope of the overall contract. TRS expects Contractor to provide key personnel to manage all work products and monitor overall performance against the agreed upon Work Order. TRS will review, verify and accept any deliverables to ensure a deliverable conforms with Contract terms and related Work Order.

Procedures for Work Orders

WO Article 1. Introduction

TRS may order Work within the Scope of Work described in this Contract by issuing Work Orders as described below. TRS will not pay for any Work under any contractor resulting from this RFP unless it is performed in accordance with a Notice to Proceed as described below. There is no guaranteed minimum amount of Work or Work Orders. For reference please see Exhibit 1 – Example Work Order.

WO Article 2. Work Orders

1. At any time during the Contract, TRS may issue a Work Order. Work Orders must be in writing and signed by TRS.

2. Each Work Order shall include:

a. The Contract number and name;

b. The Work Order number;

c. Estimated start and end dates for the Work described in the Work Order;

d. The name and contact information of the TRS Contract Manager and any other

TRS contacts; and

e. A description of the Work to be performed.

3. Acceptance criteria will be dependent on the agreed upon criteria in each work order. Deliverable acceptance criteria will be based on requirements identified in the work order and agreed to during the process to negotiate each work order. A Work Order may include additional information or requirements at the discretion of TRS.

WO Article 3. Work Order Deliverables

Deliverables will be defined and agreed upon separately for each Work Order and detailed in a Work Order’s Scope of Work document. The Contractor will work with TRS to develop the Scope of Work document in coordination with TRS Contract Manager.

The document must include:

a. Background and project description;

b. Project or engagement scope;

c. Project approach;

d. Major activites and milestones;

e. Deliverables and expected date of deliverable delivery;

f. Expected project timeline;

g. Resources, roles, and responsibilities/tasks of Contractor provided resources;

h. Estimated duration of time for each resource to complete their tasks; and

i. Project fees and structure of fees:

i. Fixed/deliverables‐based fees

ii. Coest estimates for time and materials

A Work Order may include additional information or requirements as requested and at the discretion of TRS.

The Contractor must deliver status reports weekly (or other agreed upon timeline).

Each status report must include the progress of identified activities, deliverables, and milestones and highlight any issues for resolution with the TRS project team.

WO Article 4. Work Plans

1. Within 14 calendar days after TRS issues a Work Order, Contractor shall submit a written Work Plan to the TRS Contract Manager. TRS may specify a different, reasonable deadline for the Work Plan. The Work Plan is a proposal to be prepared at the Contractor’s expense.

2. The Work Plan shall include:

a. The Contractor’s name;

b. The Contract number and name;

c. The Work Order number;

d. The name and contact information of the Contractor’s Project Manager;

e. A description of the steps the Contractor will undertake to complete the Work;

f. A timeline for completion of the Work, including dates for all milestones and deliverables;

g. An itemized budget that conforms to the Contract price list;

h. Any unforeseen costs may be negotiated during Work Plan review;

i. Key personnel that will be assigned to the Work Order, with labor classifications, if applicable;

j. Resumes of key personnel. TRS reserves the right to interview potential key personnel and accept or reject proposed personnel.

k. Any additional information requested in the Work Order; and

l. Contractor’s signature with printed name and job title.

3. If this Contract includes a HUB Subcontracting Plan (HSP), the Work Plan must confirm that all subcontractors to be used are listed on the HSP. If the Contractor intends to use other subcontractors, it must follow proper procedures to amend the HSP within the 14 days allowed for submitting a Work Plan.

WO Article 5. Work Plan Review

TRS may review the Work Plan and either approve it or request changes. If TRS requests changes, Contractor shall re‐submit the Work Plan to the TRS Contract Manager within seven calendar days.

WO Article 6. Notice to Proceed

If TRS approves a Work Plan, TRS will issue a Notice to Proceed approved and signed by the TRS Contract Manager. The Notice to Proceed adopts the Work Plan, including the budget and timeline. A signed Notice to Proceed authorizes Contractor to immediately begin the Work described in the Work Plan, unless the Notice to Proceed or the Work Plan states a later start date for all or part of the Work. Time is of the essence, unless the Notice to Proceed states that time is not of the essence.

TRS may issue a Limited Notice to Proceed for a portion of the Work outlined in the Work Plan. If a Limited Notice to Proceed is issued, TRS may at a later date issue a full Notice to Proceed.

TRS will only reimburse the Contractor for the Work that has been approved in the Limited Notice to Proceed or the full Notice to Proceed.

WO Article 7. Invoices

Contractor must submit a separate invoice for each Work Order and only for the work that has been completed and approved by TRSContract Manager. Each invoice must include the Work Order number and any Work Order title. Work Order invoices must conform to the Contract.

Timing and frequency of invoices will be determined by each individual work order.

Each invoice will be reviewed by tTRS Project Sponsor and TRS Contract anager to determine if acceptance and performance criteria have been met. Supporting documentation such as timesheets and/or signed deliverable acceptance letters may be required for invoicing.

WO Article 8. Revising Work Orders and Work Plans

1. TRS may issue a Revised Work Order at any time during the term of a Work Order.

A Revised Work Order shall identify the Work Order it is revising, and meet all requirements of a Work Order stated in Article 2. Upon receiving a Revised Work Order, Contractor shall continue Work under the previously approved Work Plan, unless TRS instructs the Contractor to stop all or part of the Work.

2. Contractor shall submit a Revised Work Plan within seven calendar days after TRS issues a Revised Work Order. A Revised Work Plan shall meet all requirements of a Work Plan stated in Article 4.

3. TRS may review the Revised Work Plan and either request changes or approve it by issuing a Revised Notice to Proceed. A Revised Notice to Proceed supersedes and replaces the original Notice to Proceed, and adopts the corresponding Revised Work Order and Revised Work Plan. A Revised Notice to Proceed shall meet all requirements of a Notice to Proceed described in Article 6.

4. Work order changes ‐ Changes to scope, schedule, resource, and cost on work orders must be agree upon by the TRS Contract Manager and TRS Project Sponsor prior to implementation of the change. Contractor will not be compensated for unapproved changes.

WO Article 9. Termination

TRS may terminate a Work Order with a notice. Termination may be for cause, convenience, or force majeure. Contractor will stop Work as soon as practicable after termination. Upon termination, Contractor may request payment for completed and accepted Work. In case of termination for convenience or force majeure, Contractor may also request payment for partially performed Work, and for timely, reasonable expenses directly attributable to termination. TRS shall not be liable for anticipated profits, unabsorbed overhead, interest on borrowing, or other damages not specifically stated in this Contract.

Acceptance Criteria for Deliverables

Acceptance criteria will be dependent on the agreed upon criteria in each work order.

Deliverable acceptance criteria will be based on requirements identified in the work order and agreed to during the process to negotiate each work order.

a. Deliverables will be specified in each Work Order. A deliverable will be considered is accepted when the TRS project team completes its Quality Control (QC) procedure and agrees the deliverable has satisified the requirements of the Work Order.

b. TRS project team’s QC procedure will include reviewing, testing, and confirming via email each deliverable meets requirements.

c. When the TRS project team determines a deliverable does not meet requirements, it will identify the deficiencies, email that information to the Contractor, and provide them a reasonable amount of time to correct it.

d. Each work order will specify what is to be billed by deliverable. All invoices will be tied to deliverables identified in the work order.

e. Prior to authorization of payments under Contract or its Work Orders, TRS QC procedure will ensure deliverables are acceptable and invoices are accurate.

Reporting

The following reports are required for each work order:

Status reports due at noon each Friday that highlight progress toward next schedule milestone(s) and identify, if any, impediments to progress

When a Work Order is time & materials based, Contractor will provide timesheets as supporting documentation with its invoice.

Accommodations and Equipment

The Contractor will provide its own equipment, supplies, materials and/or employees. TRS will provide a virtual machine log in for the awarded Contractor’s staff after background checks have been completed.

Contractor may have assigned space at a TRS location. On site requirements will be negotiated by individual work order.

Invoicing Requirements

NOTICE: Vendors are required to use the TRS vendor portal, Procurement and Vendor E‐ System “PAVES,” to submit invoices. For more information, go to: https://www.trs.texas.gov/Pages/procurement_PAVES.aspx.

a. Frequency: At the completion of a Work Order or at completion of deliverable milestones within a work order.

b. Each Work Order and corresponding invoice will specify whether it is deliverables‐ based or time and materials‐based.

c. The TRS QC procedure will ensure deliverables are acceptable and the TRS; this will provide the TRS Contract Manager confirmation of invoice accuracy.

d. Each Work Order will specificy when TRS will be invoiced and for which deliverables.

e. Work Orders will specify what supporting documentation must be included with each invoice. The deliverables agreed upon within a work order.

f. TRS will reimburse Contractor for necessary travel expense as described in Exhibit J TRS Allowable Travel Expenses and limited to 5% of total estimated Work Order or what is generally allowable by TRS policy.

g. Respondent/Contractor shall not bill TRS for required trainings as outlined in the Non‐ TRS Workers (Contract Workers, Unpaid Interns and Volunteers) policy document unless such costs are specifically authorized in the Contract. In that event, such costs shall be itemized in Respondent/Contractor’s invoice to TRS.”

Communication Plan

Upon execution of the contract, TRS will set up a meeting with selected vendor(s) to review the work order process.

Upon execution of a work order, TRS will set up a kickoff meeting with Contractor’s Primary Contact. At the kickoff meeting, TRS and the Contractor will review all the terms of the contract and discuss:

How to perform all the tasks outlined in the Work Plan

Deliverables of the contract

Timelines for delivery of the Deliverables

Deliverable acceptance criteria and acceptance process

Required forms, such as insurance certificates

Terms of the contract

Invoicing requirements

Performance monitoring

Contract close‐out process

Contractor will communicate via email and phone with the following TRS Staff:

Jennifer Whitman, TRS Contract Sponsor

Merritt Schroeder, TRS Contract Manager

Melanie Adrian, TRS PMO

Sarah Ornelas, TRS PMO

Other contacts as specified in an individual work order

Day to day activities will be between TRS’ assigned program/project manager and Contractor’s Project Manager. Any escalation will go to the Jennifer Whitman, Contract Sponsor.

On a calendar quarter basis, Contractor’s account manager shall meet with TRS’ Deputy CIO, Enterprise Serivce Delivery to discuss completed, ongoing, and upcoming projects or research needs. These meetings can be either in person or via conference call. More frequent meetings may be required if either TRS or Contractor deems them necessary to ensure a project’s successful completion.

Contractor Staffing

TRS reserves the right to request that Contractor replace any Contractor employee whom TRS judges to be incompetent, careless, unsuitable, or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the State and TRS. Upon receipt of a formal written request from TRS’ Primary Contact, Contractor shall propose to TRS a replacement with the same or similar expertise as the individual being replaced who shall perform the services required by the Contract, subject to the approval of TRS.

Contractor may not use a subcontractor on this Contract without first receiving written approval from TRS regarding the proposed subcontractor. If Contractor is required to submit a HUB Subcontracting Plan (HSP) and the proposed subcontractor is not listed on the HSP, an amendment of the HSP will be required. Any work to be performed by such proposed subcontractor may not be initiated until the subcontractor has been added to the HSP.

As set forth in TRS’ Background Check Policy, a criminal background check (CBC) of Contractor’s staff is required if, at any time during the life of this Contract, the staff assigned to work on this contract meets any or all of the criteria listed below:

Obtains a TRS user ID or password

Has unlimited security badge access for any length of time

Has limited security badge access for longer than 14 days

Further, a CBC may be required depending on the level of access to TRS resources and facilities that is required to perform the services. The CBC will be performed by TRS and the Contractor is required to reimburse TRS for the cost of the CBC within 30 days of receipt of notification that the background check is complete.

Respondent/Contractor shall not bill TRS for required trainings as outlined in the Non‐TRS Workers (Contract Workers, Unpaid Interns and Volunteers) policy document unless such costs are specifically authorized in the Contract. In that event, such costs shall be itemized in Respondent/Contractor’s invoice to TRS.”

(Please see the following link for information on on‐boarding, managing, extending or off‐ boarding of non‐TRS workers: https://trstexas.sharepoint.com/sites/oe/SitePages/Non‐TRS‐ Workers‐Information.aspx)

Performance Tracking

TRS may consider Contractor performance during the life of the Contract. At the end of each term and before a renewal option is exercised, TRS will provide written feedback to Contractor on Contractor’s performance. TRS reserves the right of non‐renewal or early termination of the contract for substandard performance. TRS reserves the right to publish and distribute results of the performance reviews or other quality or compliance reviews in accordance with 34 Texas Administrative Code section 20.509. If substantial deficiencies are identified by TRS regarding Contractor performance or competence in the delivery of services performed under the Contract, TRS may require corrective action to correct the deficiencies. TRS will monitor Contractor’s performance and may use the results of this monitoring to evaluate Contractor’s ability to provide adequate services to TRS in this contract or future contracts. If Contractor fails to meet contract goals and expected results, TRS may reduce the scope of or terminate the Contract at no cost or penalty to TRS.

When assessing performance, TRS retains sole authority to determine whether the Contractor’s performance under the Contract is adequate. The Contractor agrees to the following:

a. Provide all Deliverables in accordance with target due dates;

b. Provide TRS with written notice of any known or potential issues with service performance within 24 hours of Contractor becoming aware of any such issues;

c. Provide TRS with an action plan to resolve any known or potential service performance issues and status updates as required by TRS; and

d. Timely respond to TRS staff questions within one to two business days.

Escalation Plan and Good Faith Negotiations

Contractor shall provide an escalation plan for resolving known or potential issues with service performance that arise during the term of the Contract. The plan shall be subject to TRS’ approval and must explain how issues are to be prioritized and resolved and include

Contractor’s representatives of increasing authority who have authority to resolve issues. The

Parties will attempt in good faith to resolve any claim or controversy arising out of or relating to the execution, interpretation, and performance of services under the Contract through prompt negotiation between representatives of the Parties who have authority to settle the controversy.

Enhanced Monitoring Contract will be monitored in accordance with Subsections 5. Procedures for Work Orders, 6.

Acceptance Criteria for Deliverables, 7. Reporting, 9. Invoicing Requirements, 12. Performance Tracking, and 13. Escalation Plan and Good Faith Negotiations.

Liquidated Damages

If, in the judgment of TRS Contract Manager, Contractor is deemed to be non‐compliant with the terms and obligations assumed hereby or deficient in the performance of its services, including but not limited to implementation of deliverables as described in Section II, B.

2(Description of Work), TRS Contract Manager, at his/her discretion, in addition to, or in lieu of, other remedies provided in this Contract, may withhold the entire monthly payment or deduct pro rata from Contractor’s invoice for work not performed.

The Parties agree that it will be impracticable or extremely difficult to fix the extent of actual damages resulting from the failure of Contractor to correct a deficiency within the specified time frame. This section shall not be construed as a penalty, but as adjustment of payment to

Contractor to recover TRS cost due to the failure of Contractor to complete or comply with the provisions of this Contract. This section shall not, in any manner, restrict or limit TRS’ right to damages for any breach of this Contract provided by law or pursuant to this Contract, and shall not, in any manner, restrict or limit TRS’ right to terminate this Contract as agreed to herein.

III. HUB Subcontracting Plan Information

In accordance with Section 2161.252 of the Texas Government Code and 34 Texas Administrative Code Section 20.285, each state agency that considers entering into a contract with an expected value of $100,000 or more over the life of the contract (including any renewals) shall, before the agency solicits bids, proposals, offers, or other applicable expressions of interest, determine whether subcontracting opportunities are probable under the Contract. If subcontracting opportunities are probable, each state agency’s invitation for bids, requests for proposals, or other purchase solicitation documents with an expected value of $100,000 or more shall state that probability and require a Historically Underutilized Business (HUB) Subcontracting Plan (HSP).

An evaluation of potential subcontracting opportunities was conducted for the Contract in accordance with Texas Government Code Section 2161.252, and it was determined that the Contract does not contain any probable subcontracting opportunities. Therefore, TRS is not requiring a HUB Subcontracting Plan (HSP) be submitted with responses to Solicitation. However, if Respondent determines the need to subcontract for any services, materials and/or supplies to fulfill the terms of this contract, the Respondent must immediately inform TRS so that the solicitation may be updated, and the Respondent must submit a complete HUB Subcontracting Plan with its proposal to be considered responsive. The HSP form may be accessed at:

https://comptroller.texas.gov/purchasing/vendor/hub/forms.php.

If after the contract award the Contractor determines a need to subcontract for any services, materials, and/or supplies, the Contractor must contact TRS for prior approval and request a review of its HUB Subcontracting Plan in accordance with the good faith effort requirements found in 34 Texas Administrative Code Section 20.14. The Contractor may not utilize a subcontractor without prior written approval from TRS.

IV. Insurance Section

A. COVERAGES REQUIRED.

Contractor shall obtain and maintain throughout the Contract term the insurance coverages listed below:

Workers’ Compensation Insurance:

Coverage to secure the payment of compensation to injured employees as defined in the Texas Worker’s Compensation Act.

Employer’s Liability Insurance:

Excess Liability and/or Umbrella Liability insurance may be combined in order to meet the following minimum amounts:

Bodily Injury, $500,000 per accident;

Disease, $500,000 per employee;

Aggregate policy limit of $1,000,000.

Professional Liability Insurance:

Coverage for financial loss resulting from errors, omissions and failure to perform the professional services associated with the Contract. Coverage can be in the form of a claims made or per occurrence policy:

$2,000,000 per occurrence, and $5,000,000 in the aggregate; or $5,000,000 Combined Single Limit (CSL) if “claims made” policy.

Security and Privacy (Cyber) Liability:

Insurance covering all claims, losses, liabilities, judgments, settlements, lawsuits, regulatory actions, fines and other costs or damages arising out of its performance under Contract, including any negligent or otherwise wrongful acts or omissions by the Business Associate and/or its agents, contractors, partners, employees, Subcontractors, consultants, or assignees.

This includes but is not limited to: any breach of HIPAA, the HIPAA Rules, HITECH, the Omnibus Final Rule or any other law or regulation governing confidentiality of Protected Health Information:

$10,000,000 in the aggregate, and

Additional Insured endorsement on behalf of TRS, unless policy contains blanket endorsement coverage.

Commercial General Liability Insurance

Coverage for claims of personal injury and bodily injury, including accidental death, and property damage which may arise from the performance of the contract. The types of coverage required are: Property Damage, Premises and Operations Hazards, Independent Contractor’s, and Contractual Liability. Excess Liability and/or Umbrella Liability insurance may be combined in order to meet the following minimum amounts:

$1,000,000 per occurrence, $2,000,000 in the aggregate

Requirements for Subcontractors:

Contractor is responsible for any and all subcontractor’s acts and omissions and shall be liable to TRS for any and all damages caused by their subcontractors.

B. POLICIES.

Contractor shall procure and maintain at Contractor’s own expense, throughout the term of the Contract and any renewals or extensions thereof, sufficient insurance coverage as may now or hereafter be necessary to insure against any claim(s) for damages based on a violation of Law or arising out of services provided or to be provided to TRS and the Project under the Contract. Such coverage and limits shall not reduce Contractor’s total liability under the Contract. To this end, Contractor shall comply with the following provisions:

All insurance policies required under this paragraph shall be issued by companies authorized to do business under the laws of the state of Texas, licensed, eligible or registered under Texas law with a rating of A‐ or better in a financial size category of IV or higher according to A.M.

Best Company.

Contractor shall furnish to TRS evidence of all required insurance, validated by the certificate of insurance. Evidence of insurance shall display TRS as the Certificate Holder.

C. RENEWAL CERTIFICATES.

A TRS specific contract number associated with the Contract will be provided to the Contractor at the time of contracting. Contractor shall ensure that renewal certificates of insurance shall:

Display the associated contract number in the description of operations section of the certificate

Display required endorsements in the description of operations section of the certificate

Be submitted electronically via PAVES

List only the TRS specific contract number in the subject line of the e‐mail

Be furnished not more than thirty (30) days following the expiration of current policies

Display TRS as the Certificate Holder

D. NOTICES OF CHANGE.

The Contractor’s insurance policies must require the insurer or the insurer’s authorized agent to notify TRS of any cancellation, or material change, other than for non‐payment, at least 30 days in advance. The Contractor’s insurance policy must require the insurer or the insurer’s authorized agent to notify TRS of any cancellation or material change due to non‐payment at least 10 days in advance. These notices of changes must reference the TRS contract number and be made in writing by certified mail to the TRS Contract Manager at the address shown in the Contract.

E. INSURANCE CERTIFICATE.

Contractor shall provide TRS with evidence of the insurance coverage required under the Contract.

The different coverages requirements listed in section 1, COVERAGES; cannot be added together to meet the aggregate requirements listed. Contractor will submit the certificate to TRS no later than ten days after award of the Contract, or as directed by the Special Terms and Conditions.

Certificates must bear the contract number of this Contract. If Contractor changes insurers, Contractor shall give TRS a new certificate of insurance within ten days. The certificate of insurance shall set out any deductible or self‐insured retention amounts for each coverage required.

F. REQUIRED ADDITIONAL PROVISIONS.

All policies of insurance shall include the following provisions:

Waiver of subrogation in favor of TRS, its trustees and employees for bodily injury (including death), property damage or any other loss arising from the Contract; and

The Contractor’s insurance must be primary insurance with respect to the TRS and its trustees and employees.

V. Evaluation Process

A. Initial Round

All Responsive Proposals will be evaluated by the evaluation committee using the criteria below during the Initial Round. After Initial Round evaluations are complete, TRS may request that all or only the top‐scoring Respondents participate in the Presentations Round and/or the Best and Final Offer (BAFO) rounds.

Responses and BAFO will be scored under best value standards that are in the best interest of TRS using the following weighted general categories:

Evaluation Criteria Weight

Respondent History and Experience 20% Respondent Client References 10% Respondent’s Key Personnel 15% Sample Work Plan 30% Respondent’s ServiceNow Services Scope and Offerings 15% Pricing 10% Presentations/Interviews/Demonstrations (Optional) 10%

Total 110%

B. Interviews or Presentations Round (Optional) – Selection Criteria: 10 points

After Initial Round evaluations are complete, TRS may move on to an Interview or Presentation round. TRS may request that all or only the top‐scoring Respondents participate in interviews or presentations. Respondent presentations provide an opportunity for Respondents to highlight the strengths and unique aspects of their Responses and to provide answers to clarification questions TRS may have regarding the Responses.

Evaluation Criteria for Respondent interviews or presentations round may include, but are not limited to:

1) Quality of Presentation

2) Quality of Q&A Responses

3) Quality of response to any follow‐up questions

4) Vendors’ overall ability to meet SOW requirements

5) Team Knowledge and Experience

During interview/presentations/etc., TRS may also take into consideration the Respondent’s team member interaction, interaction with TRS, and the overall quality of the presentation and ability to meet TRS needs. In addition, TRS will consider Respondent’s ability to fit into the TRS culture.

After the interview/presentations, Respondent may be required to submit answers to questions asked during the interview/presentation.

The point allocation for this round will not be added to any previous round or future round. The points are used to determine which Respondent(s) move on to the next round.

C. Best and Final Offer (BAFO) Round

After the initial evaluation and oral presentations/demonstrations are complete, TRS may move on to the next phase of the evaluation, which is the Best and Final Offer (BAFO) round. A BAFO may be sought from Respondent(s) whose Proposals are ranked most highly by the evaluation committee. TRS may need a Respondent to provide additional information. All information provided to TRS during each phase of the evaluation process (including the BAFO) is taken into consideration and scored based on the same criteria, scoring matrix, and point allocation as the initial solicitation round. TRS will provide a final score during the BAFO round.

VI. Price Form

Respondent must enter a price for each item listed in this Price Form. Respondent must include all costs for providing the services for the items listed on the Price Form. No additional amount will be paid for any costs or charges incurred by the Contractor, which are not listed on the price form.

Direct costs for travel expenses will be paid, provided pre‐approval from TRS’ Contract Manager is obtained. Payment of travel costs will be reviewed on a case‐by‐case basis and is not guaranteed. If approved, travel costs shall be paid pursuant to State of Texas per diem rates and guidelines. Invoice submitted by Contractor shall include itemized travel expense, to the extent applicable.

TRS will reimburse Contractor for necessary travel expense as described in Exhibit J TRS Allowable Travel Expenses. Travel Reimbursement shall not exceed 5% of total estimated Work Order.

Unless otherwise described, the price is for one unit of each item (for example, one hour or one widget).

If the Contract includes renewal options, pricing will be applied to each optional renewal term. Price escalation for renewal terms is not permitted under this Solicitation.

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