Guidehouse Inc (formerly Grant Thornton Public Sector) AMD 1.pdf

ASSIGNMENT AGREEMENT

AMENDMENT NO.: 1

Contract No.: 80101507-21-STC

Contract Title: Information Technology Independent Verification and Validation Services

This Assignment Agreement (Agreement) to Information Technology Independent Verification and Validation Services No. 80101507-21-STC (Contract) is entered into by Grant Thornton Public Sector LLC (Assignor), having its principal office at 1676 International Blvd. Suite 800 McLean, VA 22102;

Guidehouse Inc. (Assignee), having its principal office at 1676 International Blvd. Suite 800 McLean, VA 22102; and the State of Florida Department of Management Services (Department), collectively referred to herein as the “Parties.”

Recitals

WHEREAS, the Assignor entered into the Contract with the Department on December 16, 2021; and, WHEREAS, the Assignor now wishes to assign all its rights and obligations under the Contract to Assignee; and, WHEREAS, Paragraph 6.2 of Exhibit B to the Contract requires the prior written consent of the Department to assign the Contract; and, WHEREAS, the Assignee represents that it can assume and fully perform the Assignor’s duties under the Contract.

THEREFORE, in consideration of the mutual promises contained below, and other good and valuable consideration, receipt, and sufficiency of which is hereby acknowledged, the Parties agree that the Contract shall be amended as follows:

1. The above recitals are hereby incorporated into this Agreement.

2. The term “Contract”, as used herein, means the Information Technology Independent Verification and Validation Services No. 80101507-21-STC, including any amendments and purchase orders made pursuant to the Contract, either before or after the effective date of this Agreement.

3. The Assignee accepts and agrees to be bound by and fully perform all of Assignor’s obligations, duties, and responsibilities under the Contract, and to abide by all terms and conditions specified in the Contract in the name of Assignor.

4. The Assignee agrees to assume all obligations and liabilities of, and all claims against, the

Assignor under the Contract as if the Assignee was the original party to the Contract.

Docusign Envelope ID: 43F524C7-B666-4AA4-B3B9-6CAC3051563D

5. The Assignor waives all rights under the Contract as of the effective date of this Agreement.

6. The Assignor will remain secondarily liable for performance of the Contract.

7. The Assignor agrees to defend and indemnify the State from any and all claims; actions;

judgments; liabilities; proceedings and costs, including reasonable attorneys’ fees; and other costs of defense and damages resulting from Assignor’s performance prior to the execution of this Agreement.

8. The Parties agree that this Agreement operates as an assignment of the Contract, establishing a new contractual relationship entered into by and between the Department and Assignee.

9. The Department consents to the assignment. The Department, in executing its consent to this Assignment, does not release Assignor from any claims or remedies it may have against Assignor arising prior to the effective date of the assignment of the Contract.

10. The Assignee by this Agreement becomes entitled to all rights, titles, and interests of the Assignor in and to the Contract as if the Assignee were the original party to the Contract.

Following the effective date of this Agreement, the term “Contractor,” as used in the Contract and purchase orders, shall refer to the Assignee.

11. The effective date of this Agreement shall be the date of the final signature to this Agreement.

12. This Agreement is hereby made a part of the Contract. To the extent any of the terms of this Agreement conflict with the terms of the Contract, the terms of this Agreement shall control. All other terms of the Contract remain in full force and effect.

13. This Agreement sets forth the understanding between the Parties regarding the subject matter hereof. Each person signing this Agreement warrants that he or she is duly authorized to do so and to bind the respective Party.

IN WITNESS WHEREOF, the Parties have executed this Agreement by their duly authorized representatives.

State of Florida Department of Management Services

Assignor: Grant Thornton Public Sector

LLC

By: _____________________________

Name: Terri Chason Name: Jeff Bankowski Title: Bureau Chief of Contract Management

Title: Partner

Date: Date:

Assignee: Guidehouse Inc.

Name: Jeff Bankowski Title: Partner Date:

8/12/2024 | 9:18 AM EDT

8/12/2024 | 9:18 AM EDT

8/12/2024 | 9:22 AM EDT