HomeMy WebLinkAboutIT18-138 - Original - Granicus, LLC - Master Subscription Agreement & Wa State Dept of Enterprise Services: Master Contract No. 01313 - 03/06/2018 FOR CITY OF KENT OFFICIAL USE ONLY
Sup/Mgr:
Agreement Routing Form Dir Asst:
• For Approvals,Signatures and Records Management Dir/Dep:
KENT This form combines&replaces the Request for Mayor's Signature and Contract Cover (Optional)
WASHINGTON Sheet forms.
Originator: Department:
IT
Date Sent: Date Required:
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CL Authorized to Sign: Date of Council Approval:
C aDirector or Designee
Budget Account Number: Grant?[]Yes F1No
Budget?:Yes:No Type: N/A
e: Category:
Granicus, LLC Contract
Vendor Number: Sub-Category:
= Original
O
Project Name: GovDelivery eAlerts System Solution
E
C Project Details:
4—
C
C
d
E Agreement Amount: Basis for Selection of Contractor: Other
*Memo to Mayor must be attached
i Start Date: Termination Date:
tr
Q Local Business?:Yes:No* If meets requirements per KCC 3.70.7 00,pleose complete'Vendor Purchose-Locol Exceptions"form on Cityspoce.
Business License Verification:Yes:In-Process:Exempt(KCC 5.01.045)
Notice required prior to disclosure? Contract Number:
:Yes:No
Comments:
"In 2014, the State of Washington contracted to purchase GovDelivery, and as an
agency who contracts with the State for cooperative purchasing, the City of Kent
3 0 can purchase through the State contract and at the State's pricing, pursuant to
a� y KCC 3.70.110(F)." ... "The City Attorney's Office has reviewed the State contract
�> and determined that no further contract is required. By issuing a purchase order
that references the State contract number, the terms of the State contract will
apply to the City's purchase of GovDelivery." (Full memo attached)
in
Date Routed to the City Clerk's Office:
adccW22313_1_20 Visit Documents.KentWA.gov to obtain copies of all agreements
rev.20210513
CITY OF KENT
INFORMATION TECHNOLOGY
220 41"Avenue South
Kent, WA 98032
K E N T Fax: 253-856-4700
WASHINGTON
MemoPHONE: 253-856-4600
To: Dana Ralph, Mayor
From: Melissa Janson, Project Manager/Business Analyst
CC: Mike Carrington, Information Technology Director
Date: February 6, 2018
Re: Information Only - Purchase of the eAlerts System Solution through the state
Department of Enterprise under KCC 3.70.110(F).
As you know, the current eAlerting System is in need of an upgrade from the software provided
through our CMS Website provider, Vision Internet. In furtherance of this need, the IT
Department is undertaking procurement efforts to replace the current software with a Cloud-
based communications platform customized for government agencies. The IT Department
analyzed system requirements with local and state procurements for potential vendors who are
able to provide this type of communication platform upgrade, Granicus's GovDelivery, was
selected as the preferred solution based on this review. This platform was also the preferred
choice of the team due to several additional key factors, including the vendor's knowledge of and
reputation for providing a platform that increases community awareness and involvement,
Washington State contracted pricing, ability to provide Cloud-based storage, and capacity to
customize and grow as the City's Communications Strategy evolves.
In 2014, the State of Washington contracted to purchase GovDelivery, and as an agency who
contracts with the State for cooperative purchasing, the City of Kent can purchase through the
State contract and at the State's pricing, pursuant to KCC 3.70.110(F). GovDelivery has
successfully executed similar projects, services and deployment for multiple municipalities
throughout the State of Washington including Renton,Auburn,Tacoma and Seattle in prior years.
The vendor's prior track record, networking capacity and familiarity with local and state
municipalities is an invaluable benefit for the City.
The IT Department believes it is in the City's best interests to purchase the GovDelivery software
through the State's master contract. The City Attorney's Office has reviewed the State contract
and determined that no further contract is required. By issuing a purchase order that references
the State contract number, the terms of the State contract will apply to the City's purchase of
GovDelivery.
This project was estimated at $40K, this funding request was approved in 2017. By leveraging
the Washington State contract, the project capital cost is $26,565.00 a reduction of more than
$13K.
Should you have any questions concerning this purchase, please feel free to contact me.
Master Subscription Agreement
This Master Subscription Agreement ("Agreement) is made by and between the party procuring Granicus
Products and Services ("Client")and Granicus, LLC,a Minnesota Limited Liability Company d/b/a Granicus
("Granicus"). Client and Granicus may each be referred to herein as "Party" or collectively as "Parties".
By accessing the Granicus Products and Services, Client accepts this Agreement. Due to the rapidly
changing nature of digital communications, this Agreement may be updated from time to time at
Granicus' sole discretion. Notification to Client will be via email or posting to the Granicus website.
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have
the meaning specified:
"Agreement Term" means the total time covered by the Initial Term and all Extension Terms for each
Order or SOW under this Agreement,further specified in Section 7.1.
"Extension Term" means any term that increases the length of the Initial Term of this Agreement or
an Order Term of an Order or SOW.
"Granicus Products and Services" means the products and services made available to Client pursuant
to this Agreement, which may include Granicus products and services accessible for use by Client on
a subscription basis ("Software-as-a-Service" or"SaaS"), Granicus professional services,content from
any professional services or other required equipment components or other required hardware, as
specified in each Order or SOW.
"Initial Term" shall have the meaning specified in Exhibit A or Order or SOW between Granicus and
Client for the first duration of performance that Client has access to Granicus Products and Services.
"Order" means a written order, proposal, or purchase document in which Granicus agrees to provide
and Client agrees to purchase specific Granicus Products and Services.
"Order Term" means the then-current duration of performance identified on each Order or SOW,for
which Granicus has committed to provide, and Client has committed to pay for, Granicus Products
and Services.
"Statement of Work"or"SOW"means a written order, proposal,or purchase document that is signed
by both Parties and describes the Granicus Products and Services to be provided and/or performed
by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any
assumptions or contingencies associated with the implementations of the Granicus Products and
Services, as specified in each Order or SOW placed hereunder.
"Support" means the ongoing support and maintenance services performed by Granicus related to
the Granicus Products and Services as specified in each Order or SOW placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW
related to the sale and purchase of Granicus Products and Services. Each Order or SOW will
generally include an itemized list of the Granicus Products and Services as well as the Order Term
for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the
Parties;although,when a validly-issued purchase order by Client accompanies the Order or SOW,
then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be
governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW,
and by this reference is incorporated herein.
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2.2. Support. Basic support related to standard Granicus Products and Services is included within the
fees paid during the Order Term. Granicus may update its Support obligations under this
Agreement,so long as the functionality purchased by Client is not materially diminished.
2.3. Future Functionality.Client acknowledges that any purchase hereunder is not contingent on the
delivery of any future functionality or features.
2.4. Cooperative Purchasing. To the extent permitted by law and approved by Client, the terms of
this Agreement and set forth in one or more Order or SOW may be extended for use by other
municipalities, school districts and governmental agencies upon execution of an addendum or
other duly signed writing setting forth all of the terms and conditions for such use.The applicable
fees for additional municipalities, school districts or governmental agencies will be provided by
Granicus to Client and the applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1. Granicus Products and Services.The Granicus Products and Services are purchased by Client as
subscriptions during an Order Term specified in each Order or SOW.Additional Granicus Products
and Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants
during each Order Term, and Client hereby accepts, solely for its internal use, a worldwide,
revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to
the extent allowed in the relevant Order or SOW(collectively the "Permitted Use").
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in
from Client sources (interactions with end users and opt-in contact lists). Client cannot
upload purchased contact information into Granicus Products and Services without
Granicus' written permission and professional services support for list cleansing.
Granicus certifies that it will not sell, retain, use, or disclose any personal information
provided by Client for any purpose other than the specific purpose of performing the
Services outlined within this Agreement.
3.2.2. Passwords. Passwords are not transferable to any third party. Client is responsible for
keeping all passwords secure and all use of the Granicus Products and Services accessed
through Client's passwords.
3.2.3. Content. Client can only use Granicus Products and Services to share content that is
created by and owned by Client and/or content for related organizations provided that
it is in support of other organizations but not as a primary communication vehicle for
other organizations that do not have a Granicus subscription. Any content deemed
inappropriate for a public audience or in support of programs or topics that are unrelated
to Client, can be removed or limited by Granicus.
3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or
published on Client's website must be free from violation of or infringement of
copyright,trademark,service mark, patent,trade secret,statutory,common law
or proprietary or intellectual property rights of others. Granicus is not
responsible for content migrated by Client or any third party.
3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or
services available for sale through Client or any third party unless approved in writing, in
advance, by Granicus. Granicus reserves the right to request and review the details of
any agreement between Client and a third party that compensates Client for the right to
have information included in Content distributed or made available through Granicus
Products and Services prior to approving the presence of Advertising within Granicus
Products and Services.
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3.2.5. Granicus Subscriber Information for Communications Cloud Suite only
3.2.5.1. Data Provided by Client. Data provided by Client and contact information
gathered through Client's own web properties or activities will remain the
property of Client ("Direct Subscriber"), including any and all personally
identifiable information (PII). Granicus will not release the data without the
express written permission of Client, unless required by law.
3.2.5.2. Granicus shall not disclose the client's data except to any third parties as
necessary to operate the Granicus Products and Services (provided that the
client hereby grants to Granicus a perpetual, noncancelable,worldwide, non-
exclusive license to utilize any data, on an anonymous or aggregate basis only,
that arises from the use of the Granicus Products and Services by the client,
whether disclosed on,subsequent to, or prior to the Effective Date,to improve
the functionality of the Granicus Products and Services and any other
legitimate business purpose including the right to sublicense such data to third
parties, subject to all legal restrictions regarding the use and disclosure of such
information).
3.2.5.3. Data Obtained through the Granicus Advanced Network
3.2.5.3.1. Granicus offers a SaaS product, known as the Communications Cloud,
that offers Direct Subscribers recommendations to subscribe to other Granicus
Client's digital communication (the"Advanced Network").When a Direct
Subscriber signs up through one of the recommendations of the Advanced
Network,that subscriber is a "Network Subscriber"to the agency it subscribed
to through the Advanced Network.
3.2.5.3.2. Access to the Advanced Network is a benefit of the GovDelivery
Communications Cloud subscription with Granicus. Network Subscribers are
available for use only on the GovDelivery Communications Cloud while Client is
under an active GovDelivery Communications Cloud subscription. Network
Subscribers will not transfer to Client upon termination of any Granicus Order,
SOW or Exhibit. Client shall not use or transfer any of the Network Subscribers
after termination of its Order,SOW or Exhibit placed under this Agreement. All
information related to Network Subscribers must be destroyed by Client within
15 calendar days of the Order,SOW or Exhibit placed under this Agreement
terminating.
3.2.5.3.3. Opt-In. During the last 10 calendar days of Client's Order Term for the
terminating Order,SOW or Exhibit placed under this Agreement, Client may
send an opt-in email to Network Subscribers that shall include an explanation
of Client's relationship with Granicus terminating and that the Network
Subscribers may visit Client's website to subscribe to further updates from
Client in the future. Any Network Subscriber that does not opt-in will not be
transferred with the subscriber list provided to Client upon termination.
3.3. Restrictions.Client shall not:
3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to,the
display of pornography or linking to pornographic material,advertisements,solicitations,
or mass mailings to individuals who have not agreed to be contacted;
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3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems,
networks, or accounts of other parties, including but not limited to, other Granicus
Clients;
3.3.3. Client must not use the Granicus Products and Services in a manner in which system or
network resources are unreasonably denied to other Granicus clients;
3.3.4. Client must not use the Services as a door or signpost to another server.
3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed
by this Agreement or each Order or SOW placed hereunder;
3.3.6. Disassemble,decompile,or otherwise reverse engineer all or any portion of the Granicus
Products and Services;
3.3.7. Use the Granicus Products and Services for any unlawful purposes;
3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or
regu lations;
3.3.9. Except as expressly permitted in this Agreement,subcontract, disclose, rent, or lease the
Granicus Products and Services, or any portion thereof,for third party use;or
3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software
application intended for resale which uses the Granicus Products and Services in whole
or in part.
3.4. Client Feedback. Client assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Client relating to the use of the
Granicus Products and Services. Granicus may use such submissions as it deems appropriate in
its sole discretion.
3.5. Reservation of Rights.Subject to the limited rights expressly granted hereunder,Granicus and/or
its licensors reserve all right, title and interest in the Granicus Products and Services, the
documentation and resulting product including all related intellectual property rights. Further,
no implied licenses are granted to Client.The Granicus name,the Granicus logo,and the product
names associated with the services are trademarks of Granicus or its suppliers, and no right or
license is granted to use them.
4. Payment
4.1. Fees. Client agrees to pay all fees, costs and other amounts as specified in each Order or SOW.
Annual fees are due upfront according to the billing frequency specified in each Order or SOW.
Granicus reserves the right to suspend any Granicus Products and Services should there be a
lapse in payment. A lapse in the term of each Order or SOW will require the payment of a setup
fee to reinstate the subscription.All fees are exclusive of applicable state,local,and federal taxes,
which, if any, will be included in the invoice. It is Client's responsibility to provide applicable
exemption certificate(s).
4.2. Disputed Invoiced Amounts. Client shall provide Granicus with detailed written notice of any
amount(s) Client reasonably disputes within thirty (30) days of the date of invoice for said
amount(s)at issue.Granicus will not exercise its rights under 4.1 above if Client has,in good faith,
disputed an invoice and is diligently trying to resolve the dispute. Client's failure to provide
Granicus with notice of any disputed invoiced amount(s) shall be deemed to be Client's
acceptance of the content of such invoice.
4.3. Price Increases.Any price increases not negotiated in advance shall be provided by Granicus to
Client at least thirty (30) days prior to the end of the Order Term. Upon each yearly anniversary
during the term of this Agreement (including the Initial Term, all Extended Terms, and all Order
Terms), the Granicus Product and Services fees shall increase from the previous term's fees by
up to ten (10) percent per year.
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5. Representations,Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has
the legal power to do so.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus Products and Services;
however,the Granicus Products and Services are provided "AS IS" and as available.
5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTION 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY
AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
GRANICUS DOES NOT WARRANTTHATGRANICUS PRODUCTS AND SERVICES WILL MEET CLIENT'S
REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the
other Party (Receiving Party) certain information which may be considered confidential and/or
trade secret information ("Confidential Information"). Confidential Information shall include: (i)
Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously
marked as "confidential" or with a similar designation at the time of disclosure; (iii) non-public
information of the Disclosing Party if it is identified as confidential and/or proprietary before,
during,or promptly after presentation or communication and (iv)any information that should be
reasonably understood to be confidential or proprietary to the Receiving Party,given the nature
of the information and the context in which disclosed.
Subject to applicable law, each Receiving Party agrees to receive and hold any Confidential
Information in strict confidence. Without limiting the scope of the foregoing, each Receiving
Party also agrees: (a)to protect and safeguard the Confidential Information against unauthorized
use, publication or disclosure; (b) not to reveal, report, publish, disclose, transfer, copy or
otherwise use any Confidential Information except as specifically authorized by the Disclosing
Party; (c) not to use any Confidential Information for any purpose other than as stated above;(d)
to restrict access to Confidential Information to those of its advisors, officers, directors,
employees, agents, consultants, contractors and lobbyists who have a need to know, who have
been advised of the confidential nature thereof, and who are under express written obligations
of confidentiality or under obligations of confidentiality imposed by law or rule; and (e) to
exercise at least the same standard of care and security to protect the confidentiality of the
Confidential Information received by it as it protects its own confidential information.
If a Receiving Party is requested or required in a judicial, administrative, or governmental
proceeding to disclose any Confidential Information,it will notify the Disclosing Party as promptly
as practicable so that the Disclosing Party may seek an appropriate protective order or waiver
for that instance.
6.2. Exceptions.Confidential Information shall not include information which:(i)is or becomes public
knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possession
before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a
third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without
any duty of confidentiality on the third party; (v) is independently developed by the Receiving
Party without use or reference to the Disclosing Party's Confidential Information; or (vi) is
disclosed with the prior written approval of the Disclosing Party.
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6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store
and/or send Confidential Information, Granicus must be notified in writing, in advance of the
storage or sending. Should Client provide such notice, Client must ensure that Confidential
Information or sensitive information is stored behind a secure interface and that Granicus
Products and Services be used only to notify people of updates to the information that can be
accessed after authentication against a secure interface managed by Client.
6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential
Information immediately upon written request by the Disclosing Party; provided, however, that
each Receiving Party may retain one copy of the Confidential Information in order to comply with
applicable laws and the terms of this Agreement. Customer understands and agrees that it may
not always be possible to completely remove or delete all personal data from Granicus'
databases without some residual data because of backups and for other reasons.
7. Term and Termination
7.1. Agreement Term. The Agreement Term shall begin on the date of the initial Order or SOW and
continue through the latest date of the Order Term of each Order or SOW under this Agreement,
unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an
Order Term for the Granicus Products and Services provided under the respective Order or SOW.
Client's right to access or use the Granicus Products and Services will cease at the end of the
Order Term identified within each Order or SOW, unless either extended or earlier terminated
as provided in this Section 7. Unless a Party has given written notice to the other Party at least
ninety (90) days prior to the end of the then-current Order Term, the Granicus Products and
Services will automatically renew at the end of each term for an Extension Term of one (1)year.
7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is
still in effect at the time of termination, then the terms and conditions contained in this
Agreement shall continue to govern the outstanding Order or SOW until termination or
expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to
in writing, all outstanding Orders or SOWS shall immediately terminate as of the Agreement
termination date. Unless otherwise stated in this Agreement, in no event shall Client be entitled
to a refund of any prepaid fees upon termination.
7.3. Termination for Cause. The non-breaching Party may terminate this Agreement upon written
notice if the other Party is in material breach of this Agreement and fails to cure such breach
within thirty (30) days after the non-breaching Party provides written notice of the breach. A
Party may also terminate this Agreement immediately upon notice if the other Party: (a) is
liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent,
unable to pay its debts as they become due, makes an assignment for the benefit of creditors or
takes advantage of any law for the benefit of debtors; or(c) ceases to conduct business for any
reason on an ongoing basis leaving no successor in interest. Granicus may, without liability,
immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed
under this Agreement are past due pursuant to Section 4.1.
7.4. Rights and Obligations After Termination. In the event of expiration or termination of this
Agreement, Client shall immediately pay to Granicus all Fees due to Granicus through the date
of expiration or termination.
7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or
expiration date of this Agreement, or each Order or SOW.The provisions of this Agreement with
respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive
termination of this Agreement and continue in full force and effect.
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8. Limitation of Liability
8.1. EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO CIRCUMSTANCES SHALL
GRANICUS BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL
DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY
OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, GRANICUS SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE OR FOR
LOSS OR INACCURACY OR CORRUPTION OF CLIENT DATA; (B) COST OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF BUSINESS; (D) DAMAGES ARISING
OUT OF ACCESS TO OR INABILITY TO ACCESS THE SERVICES, SOFTWARE, CONTENT, OR RELATED
TECHNICAL SUPPORT; OR (E) FOR ANY MATTER BEYOND GRANICUS' REASONABLE CONTROL,
EVEN IF GRANICUS HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE FOREGOING LOSSES
OR DAMAGES.
8.2. LIMITATION OF LIABILITY. EXCEPT FOR CLIENT'S BREACH OF SECTION 3.3, IN NO INSTANCE
SHALL EITHER PARTY'S LIABILITY TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS
AGREEMENT (WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY
CLIENT FOR THE GRANICUS PRODUCTS AND SERVICES DURING THE SIX (6) MONTHS
IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES THE OTHER PARTY IN
WRITING OF THE CLAIM FOR DIRECT DAMAGES. GRANICUS SHALL NOT BE RESPONSIBLE FOR ANY
LOST PROFITS OR OTHER DAMAGES, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR ANY OTHER DAMAGES,HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE
AN ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS AGREEMENT MORE
THAN TWO (2)YEARS AFTER THE CAUSE OF ACTION HAS ARISEN. THE ABOVE LIMITATIONS WILL
NOT LIMIT CLIENT'S PAYMENT OBLIGATIONS UNDER SECTION 4 ABOVE.
9. Indemnification
9.1. Indemnification by Granicus. Granicus will defend Client from and against all losses, liabilities,
damages and expenses arising from any claim or suit by a third party unaffiliated with either
Party to this Agreement ("Claims") and shall pay all losses, damages, liabilities, settlements,
judgments,awards, interest, civil penalties, and reasonable expenses (collectively, "Losses,"and
including reasonable attorneys' fees and court costs), to the extent arising out of any Claims by
any third party that Granicus Products and Services infringe a valid U.S. copyright or U.S. patent
issued as of the date of the applicable Order or SOW. In the event of such a Claim, if Granicus
determines that an affected Order or SOW is likely,or if the solution is determined in a final, non-
appealable judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or
U.S. patent issued as of the date of the applicable Order or SOW, Granicus will, in its discretion:
(a) replace the affected Granicus Products and Services; (b) modify the affected Granicus
Products and Services to render it non-infringing; or (c) terminate this Agreement or the
applicable Order or SOW with respect to the affected solution and refund to Client any prepaid
fees for the then-remaining or unexpired portion of the Order or SOW term. Notwithstanding
the foregoing, Granicus shall have no obligation to indemnify, defend, or hold Client harmless
from any Claim to the extent it is based upon: (i) a modification to any solution by Client (or by
anyone under Client's direction or control or using logins or passwords assigned to Client); (ii) a
modification made by Granicus pursuant to Client's required instructions or specifications or in
reliance on materials or information provided by Client; or (iii) Client's use (or use by anyone
under Client's direction or control or using logins or passwords assigned to Client)of any Granicus
Products and Services other than in accordance with this Agreement. This section 9.1 sets forth
Client's sole and exclusive remedy, and Granicus' entire liability,for any Claim that the Granicus
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Products and Services or any other materials provided by Granicus violate or infringe upon the
rights of any third party.
9.2. Indemnification by Client. Client shall defend, indemnify, and hold Granicus harmless from and
against any Claims, and shall pay all Losses,to the extent arising out of or related to (a) Client's
(or that of anyone authorized by Client or using logins or passwords assigned to Client) use or
modification of any Granicus Products and Services;(b)any Client content;or(c)Client's violation
of applicable law.
9.3. Defense. With regard to any Claim subject to indemnification pursuant to this Section 9: (a)the
Party seeking indemnification shall promptly notify the indemnifying Party upon becoming aware
of the Claim; (b)the indemnifying Party shall promptly assume sole defense and control of such
Claim upon becoming aware thereof; and (c) the indemnified Party shall reasonably cooperate
with the indemnifying Party regarding such Claim. Nevertheless, the indemnified Party may
reasonably participate in such defense, at its expense, with counsel of its choice, but shall not
settle any such Claim without the indemnifying Party's prior written consent. The indemnifying
Party shall not settle or compromise any Claim in any manner that imposes any obligations upon
the indemnified Party without the prior written consent of the indemnified Party.
10. General
10.1. Relationship of the Parties. Granicus and Client acknowledge that they operate
independent of each other. Nothing in this Agreement shall be deemed or construed to create a
joint venture, partnership, agency, or employee/employer relationship between the Parties for
any purpose, including, but not limited to,taxes or employee benefits. Each Party will be solely
responsible for the payment of all taxes and insurance for its employees and business operations.
10.2. Headings. The various section headings of this Agreement are inserted only for
convenience of reference and are not intended, nor shall they be construed to modify, define,
limit, or expand the intent of the Parties.
10.3. Amendments. This Agreement may not be amended or modified except by a written
instrument signed by authorized representatives of both Parties.
10.4. Severability. To the extent permitted by applicable law, the Parties hereby waive any
provision of law that would render any clause of this Agreement invalid or otherwise
unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid
or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to
the maximum extent permitted by applicable law, and the remaining provisions of this
Agreement will continue in full force and effect.
10.5. Assignment. Neither Party may assign, delegate,or otherwise transfer this Agreement or
any of its rights or obligations hereunder, either voluntarily or by operation of law, without the
prior written consent of the other Party (such consent not to be unreasonably withheld);
provided, however, that either Party may assign this Agreement without the other Party's
consent in the event of any successor or assign that has acquired all, or substantially all, of the
assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise.
Any assignment or attempted assignment in violation of this Agreement shall be null and void.
10.6. No Third-Party Beneficiaries.Subject to Section 10.5 this Agreement is binding upon,and
insures solely to the benefit of the Parties hereto and their respective permitted successors and
assigns;there are no third-party beneficiaries to this Agreement.
10.7. Notice. Other than routine administrative communications, which may be exchanged by
the Parties via email or other means, all notices, consents, and approvals hereunder shall be in
writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of
receipt, as shown in the applicable carrier's systems, if sent via Fed Ex, UPS, DHL, or other
8
nationally recognized express carrier; (c) the third business day after sending by U.S. Postal
Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with
confirmed receipt from the receiving party. Either Party may provide the other with notice of a
change in mailing or email address in which case the mailing or email address,as applicable,for
that Party will be deemed to have been amended.
10.8. Force Majeure. Any delay in the performance by either Party hereto of its obligations
hereunder shall be excused when such delay in performance is due to any cause or event of any
nature whatsoever beyond the reasonable control of such Party, including, without limitation,
any act of God;any fire,flood,or weather condition;any computer virus,worm,denial of service
attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike;
provided, that written notice thereof must be given by such Party to the other Party within
twenty (20) days after occurrence of such cause or event.
10.9. Choice of Law and Jurisdiction.This Agreement shall be governed by and interpreted under the
laws of the State of Minnesota,without reference to the State's principles of conflicts of law.The
Parties expressly consent and submit to the exclusive jurisdiction of the state and federal courts
of Ramsey County, Minnesota.
10.10. Entire Agreement.This Agreement,together with all Orders or SOWS referenced herein,
sets forth the entire understanding of the Parties with respect to the subject matter of this
Agreement, and supersedes any and all prior oral and written understandings, quotations,
communications, and agreements. Granicus and Client agree that any and all Orders or SOWS
are incorporated herein by this reference. In the event of possible conflict or inconsistency
between such documents,the conflict or inconsistency shall be resolved by giving precedence in
the following order: (1) the terms of this Agreement; (2) Orders; (3) all other SOWS or other
purchase documents; (4)Granicus response to Client's request for RFI, RFP, RFQ;and (5)Client's
RFI, RFP, RFQ. If Client issues a purchase order, Granicus hereby rejects any additional or
conflicting terms appearing on the purchase order or any other ordering materials submitted by
Client. Upon request,Granicus shall reference a purchase order number on its invoices,provided,
however,that Client acknowledges that it is Client's responsibility to provide the corresponding
purchase order information (including a purchase order number)to Granicus upon the creation
of such a purchase order. Client agrees that a failure to provide Granicus with the corresponding
purchase order shall not relieve Client of its obligations to provide payment to Granicus pursuant
to Section 4.1 above.
10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Client
grants Granicus the right to use Client's name and logo in Client lists and marketing materials.
10.12. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Client's use of Granicus
Products and Services is in violation of any restrictions set forth in this Agreement.
9
Washington State Department of
Enterprise Services
Master Contract Number 01313
for
Digital Communication Solutions
between
Washington State Department of Enterprise Services
and
GovDelivery, Inc.
I
Effective Date: March 26, 2014
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CONTENTS
1. PARTIES........................................................................................................................................................1
2. RECITALS..........................................................................................................................I............................1
3. OVERVIEW....................................................................................................................................................1
3.1 Term....................................... ...............i
3.1.1 Master Contract Term.....................................................................................................................................1
3.1.2 Master Contract Extensions.....................................................................................................................................1
3.2 Program Management...............................................................................................................................2
3.3 Purchasers.................................................................................................................................................2
3.4 Ordering/Setup Process.............................................................................................................................2
4. CONTRACT ADMINISTRATION......................................................................................................................2
4.1 Contract Administrator..............................................................................................................................2
4.2 Administration of Contract........................................................................................................................2
4.3 Contractor Supervision and Coordination.................................................................................................2
4.4 Contract Management..........................................................................................................t....................2
4.5 Changes.....................................................................................................................................................3
4.6 Statewide Payee Desk................................................................................................................................3
4.7 Fees and Reporting....................................................................................................................................3
4.7.1 Fees..........................................................................................................................................................................3
4.7.2 Reporting..................................................................................................................................................................3
4.7.3 Additional Reporting.................................................................................................................................................4
4.8 Washington's Electronic Business Solution(WEBS) 4 +i
5. PRICING...........................................................................................................................I............I...........I...4
5.1 Price Protection.........................................................................................................................................4
5.2 No Additional Charges...............................................................................................................................4
6. CONTRACTOR QUALIFICATIONS AND REQUIREMENTS.................................................................................4
6.1 Contractor Requirements..........................................................................................................................4
6.2 Contractor Certifications...........................................................................................................................5
6.3 Use of Subcontractors...............................................................................................................................5
6.4 Subcontracts and Assignments..................................................................................................................5
6.5 Contractor Authority and Infringement.....................................................................................................5
7. SITE SECURITY AND SAFETY..........................................................................................................I...............5
7.1 Site Security...............................................................................................................................................5
7.2 Remote Access to Network........................................................................................................................5
7.3 System Security..........................................................................................................................................6
8. PAYMENT.....................................................................................................................................................6
8.1 Payment,Invoicing and Discounts.............................................................................................................6
8.1 Taxes,Fees,and Licenses...........................................................................................................................7
8.2 Department of Revenue Registration for Out-of-State Contractors..................................1,....I.....I..........
7
8.3 Minority and Women's Business Enterprise(MWBE)Participation..........................................................8
8.4 Overpayments to Contractor.....................................................................................................................8
8.5 Contractor Expenses................................................................................................................................1.8
8.6 Audits.........................................................................................................................................................8
9. QUALITY ASSURANCE...................................................................................................................................8
9.1 Contractor Commitments,Warranties and Representations....................................................................8
. a
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9.2 Warranties.................................................................................................................................................9
9.3 Cost of Remedy..........................................................................................................................................9
10. INFORMATION AND COMMUNICATIONS.....................................................................I...........................9
10.1 Advertising................................................................................................................................................9
10.2 Retention of Records.................................................................................................................................9
10.3 Proprietary or Confidential information....................................................................................................9
10.4 Non-Endorsement and Publicity..............................................................................................................30
10.5 Ownershlp/Rights In Work Product and Data.........................................................................................10
10.6 Protection of Purchaser's Confidential information................................................................................11
11. GENERAL PROVISiONS...........................................................................................................................12
11.1 Governing Law/Venue...........................................................................................................................12
11.2 Severability..............................................................................................................................................12
11.3 Survivorship.............................................................................................................................................12
11.4 Independent Status of Contractor...........................................................................................................12
11.5 Gifts and Gratuities..................................................................................................................................13
11.6 Immunity and Hold Harmless..................................................................................................................13
11.7 Personal Liability......................................................................................................................................13
11.8 Insurance.................................................................................................................................................13
11.9 Nondiscrimination
11.10 Antitrust...................................................................................................................................................16
11.11 Waiver......................................................................................................................................................16
11.12 Treatment of Assets.................................................................................................................................16
11.13 Patent and Copyright Indemnification.....................................................................................................16
12. DISPUTES AND REMEDIES......................................................................................................................17
i
12.1 Problem Resolution and Disputes...........................................................................................................17
12.2 Administrative Suspension......................................................................................................................18
12.3 Force Majeure..........................................................................................................................................18
12.4 Alternative Dispute Resolution Fees and Costs.......................................................................................18
12.5 Non-Exclusive Remedies..........................................................................................................................18
12.6 Liquidated Damages................................................................................................................................18
12.7 Limitation of Liability...............................................................................................................................18
12.8 Federal Funding......................................................................................................................................19
12.9 Federal Restrictions on Lobbying.............................................................................................................19
12.10 Debarment and Suspension.....................................................................................................................19
12.11 Failure to Perform....................................................................................................................................19
13. CONTRACT TERMINATION.....................................................................................................................20
13.1 Material Breach.......................................................................................................................................20
13.2 Opportunity to Cure................................................................................................................................20
13.3 Termination for Cause.............................................................................................................................20
13.4 Termination for Default...........................................................................................................................21
13.5 Termination for Convenience..................................................................................................................22
13.6 Termination for Withdrawal of Authority...............................................................................................22
13.7 Termination for Non-Appropriation of Funds.........................................................................................22
13.8 Termination for Conflict of interest.........................................................................................................22
13.9 Termination by Mutual Agreement.........................................................................................................22
13.10 Termination Procedure............................................................................................................................22
13.11 Post-Termination Assistance...................................................................................................................23
14. CONTRACT EXECUTION..........................................................................................................................23
P
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14.1 Entire Agreement....................................................................................................................................23
14.2 Order of Precedence,Incorporated Documents,Conflict and Conformity.............................................23
14.20.1 Incorporated Documents...................................................................................................................................23
14.20.2 Order of Precedence..........................................................................................................................................23
14.20.3 Conflict...............................................................................................................................................................24
14.20.4 Conformity........................................................................................................................................................24
14.21 Legal Notices............................................................................................................................................24
14.22 Liens,Claims,and Encumbrances............................................................................................................24
14.23 Authority to Bind.....................................................................................................................................25
14.24 Counterparts............................................................................................................................................25
ExhibitA-GOVDELIVERY CONTACTS...................................................................................................................26
Exhibit B-PRICING...............................................................................................................I...................I.....I....27
Exhibit C—SOLICITATION AND AMENDMENTS........................................................................................I...........29
Exhibit D-CONTRACTOR'S RESPONSE.................................................................................................................30
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1. PARTIES
1
This Master Contract("Master Contract"or"Contract")is entered into by and between the state of
Washington,acting by and through the Department of Enterprise Services(DES)an agency of
Washington state government located at 1500 Jefferson Street SE Olympia WA,98504-2445,and
GovDelivery,Inc. (Contractor),a Corporation located at 408St. Peter Street,Suite 600St.Paul, MN
55102 licensed to conduct business in the state of Washington,for the purpose of providing Digital
Notification System services as described and identified herein.
2. RECITALS
The state of Washington,acting by and through DES issued Request for Qualifications(RFQQ)number
OAA13 dated August,2013,(Exhibit A)for the purpose of purchasing Digital Notification System in 1
accordance with Its authority under Chapter 39.26 RCW.
Contractor submitted a timely Solicitation Response(Exhibit B).
DES evaluated all properly submitted Responses to the above-referenced RFQQ and has identified
Contractor as an Apparent Successful Bidder.
DES has determined that entering into this Contract with Contractor will meet Purchasers needs and will
be in Purchasers best Interest.
NOW THEREFORE, DES awards to Contractor this Master Contract,the terms and conditions of which
shall govern Contractor's provisioning of IT professional services as described herein,on a convenience
or as-needed basis.This Master Contract is not for personal use.
IN CONSIDERATION of the mutual promises as hereinafter set forth,the parties agree as follows:
3. OVERVIEW
3.1 Term
3.1.1 Master Contract Term
The Initial term of this Contract shall be from date of last signature,through November 15,
2015.
The total term,including the initial term and all subsequent extensions,shall not go
beyond November 15,2019 unless an emergency exists and/or special circumstances
require a partial term extension.DES reserves the right to extend with all or some of the
Contractors,solely determined by DES.
3.1.2 Master Contract Extensions
Extensions for additional terms shall be offered at the sole discretion of DES and will be
completed through documentation which confirms that a Contractor continues to meet
original RFQQ requirements.
Contractors that do not respond to extension offers from DES by the Contract expiration 1
date may be suspended for up to one year and then terminated until such time that
Contractor is deemed to be responsive by DES. During this period,any additional Contract
activity will be suspended until extension offers are completed, returned and approved by
DES.
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3.2 Program Management
Except as prohibited by law,DES reserves the right to review the program's prequalified
pools/usage rate and use its sole discretion In determining which Contractors receive extension
offers.
3.3 Purchasers
With respect to use of this Contract,Washington state agencies,including but not limited to
DES,institutions of higher education,boards,commissions and political subdivisions(e.g.,
counties,cities,school districts,or public utility districts)as set forth in the Interlocal
Cooperation Act,chapter 39.34 RCW, and public-benefit nonprofit corporations that are eligible
to receive services from DES under chapter 39.26 RCW.
3.4 Ordering/Setup Process
Purchasers may contact the Contractor directly.A list of contact persons is listed in Exhibit A.
4. CONTRACT ADMINISTRATION
4.1 Contract Administrator
DES shall appoint a single point of contact that will be the Contract Administrator for this Contract
and will provide oversight of the activities conducted hereunder.The Contract Administrator will
be the principal contact for Contractor concerning business activities under this Contract.
4.2 Administration of Contract
DES will maintain Contract Information and pricing,and reserves the right to make It available at
des.wa.aov.
4.3 Contractor Supervision and Coordination
Contractor shall:
1. Competently and efficiently,supervise and coordinate the implementation and
completion of all Contract requirements specified herein;
2. Identify the Contractor's account manager,who will be the principal point of contact for
the DES Contract Administrator concerning Contractor's performance under this Contract.
The Contractor Account Manager will be the principal point of contact for DES for the
duration of this Contract and will provide oversight of Contractor activities conducted
hereunder.Contractor account manager will serve as the focal point for business matters,
performance matters,and administrative activities under this Contract;
3. Immediately notify the Contract Administrator in writing of any change of the designated
Contractor's account manager assigned to this Contract;and
4. Be bound by all written communications given to or received from the Contractor's
Representative.
Violation of any provision of this paragraph may be considered a material breach establishing
for Contract termination.
4.4 Contract Management
Upon award of this Contract,the Contractor shall:
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1. Review the impact of the Award and take the necessary steps needed to ensure that
contractual obligations will be fulfilled.
2. Ensure that those who endeavor to utilize this Contract are authorized Purchasers under
this Contract.
3. Designate a Purchaser service representative who will be responsible for addressing
Purchaser issues Including, but not limited to:
a. Logging requests for service, ensuring repairs are completed In a timely manner,
dispatching service technicians,and processing warranty claim documentation.
b. Providing Purchasers with regular and timely status updates in the event of an
order or repair fulfillment delay.
4.5 Changes
Alterations to any of the terms,conditions,or requirements of this Contract shall only be effective
upon written issuance of a mutually-agreed Contract Amendment. However,changes to point of
contact information may be updated without the issuance of a mutually-agreed Contract
Amendment.
DES reserves the right to add services as market conditions and Purchasers' needs change.Such
modifications will be evidenced by issuance of a written authorized amendment by the Contract
Administrator.
4.6 Statewide Payee Desk
In order to receive payment,Contractors are required to be registered with the Statewide Payee 9
Desk maintained by DES for processing Contractor payments.Purchasers who are Washington
state agencies cannot make payments to Contractor until Contractor is registered. Registration
materials are available here: Receiving Payment from the State.
4.7 Fees and Reporting
4.7.1 Fees
This Contract is subject to a management fee.Collection and remittance of this fee shall be
conducted in accordance with the provisions set forth herein.The management fee is 0.74
percent of the purchase price for Work Orders.The purchase price is defined as total
Invoice price less sales tax. No taxes will be assessed against the management fee.The
management fee is to be Included in Contractor's hourly rate and not as a separate line
item to Purchasers.Contractor will collect and distribute the fee to DES.The management
fee will be reviewed to ensure that the ITPS program is self-supporting.
4.7.2 Reporting
Contractor shall provide a sales report to DES on a quarterly basis In the electronic format
provided here:Contract Usage Reporting System Login, Reports must be submitted
electronically within thirty(30)days after the end of the calendar quarter, l.e.,no later
than April 30th,July 31st,October 31st and January 31st.All Apparent Successful Bidders
must agree to submit to DES a quarterly report of all purchases made from any resulting
Contract.The report must identify:(1)the Contract number; (2)each Purchaser making
Contract 01313 for Digital Communication Solutions
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purchases during the reporting quarter;(3)the total purchases by each Purchaser;(4)the
total Invoice price,excluding sales tax and excluding the DES Management Fee,for each
Purchaser;(5)the sum of all Invoice prices,excluding sales tax and excluding the DES
management fees,for all Purchasers;and(6)the amount of the DES management fees.
The report and management fee must be received by the 15th calendar day of the quarter
following the month in which Contractor Invoiced Purchaser.Reports are required to be
submitted electronically,in the format provided by DES.Should the Contractor have no
activity In a quarter,a quarterly report will not be required and accordingly,no
management fee will be required. DES shall have the right to examine Contractor's records
associated with purchases under this Contract In order to ensure compliance with all
Contract requirements.Contractor will Identify a primary contact person(s)responsible for
submitting the quarterly sales report.
4.7.3 Additional Reporting
Contractor will provide details regarding this contract within 30 days of DES request.
Examples of Information that may be requested would be;all account,subscribers by
account,number of users,number of messages sent,etc.
4.8 Washington's Electronic Business Solution(WEBS)
Contractor shall be registered in the Contractor registration system,Washington's Electronic
Business Solution(WEBS),maintained by DES. Contractors already registered need not re-
register. It is the sole responsibility of Contractor to properly register with WEBS and maintain
accurate information in WEBS.
5, PRICING
5.1 Price Protection
For the complete term of the Contract,Contractor must guarantee to provide services at no
higher than the rates set forth In the (Exhibit B Pricing).Prices are considered maximum or
"ceiling"prices only. On a project by project basis,Contractor may elect to provide services to
Purchasers for performance of Work Orders at lower rates than those originally-established in
this Contract.
5.2 No Additional Charges
Unless otherwise specified in the Solicitation, no additional charges by the Contractor will be
allowed. Notwithstanding the foregoing,in the event that market conditions, laws,regulations
or other unforeseen factors dictate,at the Contract Administrator's sole discretion,additional
charges may be allowed.
6. CONTRACTOR QUALIFICATIONS AND REQUIREMENTS
6.1 Contractor Requirements
The Contractor Is required to provide services under this Master Contract shall meet or exceed
all the mandatory requirements of the RFQQ.
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6.2 Contractor Certifications
Contractor shall maintain any required certification status for the initial term and any renewals
of this Contract,if status is discontinued,this Contract and/or a Purchaser's Work Order may be
terminated as set forth elsewhere herein.
6.3 Use of Subcontractors
In accordance with RFQQ requirements,Contractor agrees to take complete responsibility for all
actions of such Subcontractors.
Prior to performance,Contractor shall identify all Subcontractors who will perform services in
fulfillment of contract requirements,including their name,the nature of services to be
performed,address,telephone,facsimile,email,federal tax identification number(TIN),and
anticipated dollar value of each subcontract:
DES reserves the right to approve or reject any and all Subcontractors that are Identified by
Contractor.
Specific restrictions apply to contracting with current or former state employees pursuant to
Chapter 42.52 RCW.
6.4 Subcontracts and Assignments
Contractor shall not Subcontract,assign,or otherwise transfer Its obligations under this Contract
without the prior written consent of DES.Contractor shall provide a minimum of 30 calendar
days advance notification of Intent to subcontract,assign,or otherwise transfer its obligations
under this Contract. Violation of this condition may be considered a material breach
establishing grounds for Contract termination.The Contractor shall be responsible to ensure
that all requirements of the Contract be appropriately communicated to any and all
Subcontractors. In no event shall the existence of a subcontract operate to release or reduce the
liability of Contractor to the state for any breach in the performance of the Subcontractor's
duties.
6.5 Contractor Authority and Infringement
Contractor is authorized to sell under this Contract,only those services as stated herein and
allowed for by the provisions of this Contract. Contractor shall not represent to any Purchasers
that they have the contract authority to sell any other materials,supplies,services and/or
equipment. Further, Contractor may not intentionally infringe on other established state
Contracts.
7. SITE SECURITY AND SAFETY
7.1 Site Security
While on DES or any Purchaser's premises,Contractor,Its agents,employees,and
Subcontractors shall conform in all respects with any and all of Purchaser's physical,fire,safety,
and other security regulations.
7.2 Remote Access to Network
Contractor understands that In order to obtain remote access to Purchaser's Local Area Network
(LAN),email,or supported computing environments through a remote access connection
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("Remote Access"),Contractor must comply with Purchaser's Remote Access policy and any
other applicable policies or procedures.Contractor shall,prior to access,complete and sign any
applicable agreements or forms. Remote Access Is conditioned upon final approval by
Purchaser.
7.3 System Security
Contractor acknowledges and understands that it may be required to access Purchaser's
computer networks In performing work under this Contract and that in providing such access to
Contractor,Purchaser places special confidence and trust in Contractor. Contractor
acknowledges and understands that any access granted by Purchaser to its computer networks
shall be limited,restricted and conditioned upon Contractor's compliance with certain DES
policies and practices. Contractor warrants that it will perform all work for or on behalf of
Purchasers in full compliance with Information Services Board Security Policy,Standards and
Guidelines,the Use of DES Networks Policy,and any other security documents and best
practices provided by DES("Security Policies"). Contractor agrees that DES's Security Policies
shall serve as the standard for network security and warrants that It shall exercise its best efforts
to comply with the Security Policies with respect to 1)any electronic transfer of code or data;2)
prevention of unauthorized access;and 3) prevention of any and all undisclosed programs,
extraneous code,Self Help code, unauthorized code,or other data that may be reasonably
expected to damage data,code,software,systems or operations of DES's network,system or
data. Vendor staff may be required by Purchaser to complete a certain minimum level of
Security Awareness Training coursework depending on the skill and experience levels required
by Purchaser. Minimum expectations and recommended coursework are set forth here:OCIO
Policy#141-Securing Information Technology Assets.
8, PAYMENT
8.1 Payment,Invoicing and Discounts
Payment is the sole responsibility of,and will be made by,the Purchaser. Contractor shall
provide a properly completed invoice to Purchaser. All Invoices are to be delivered to the
address indicated In the purchase order.
Each invoice shall be identified by the associated Contract number;the Contractor's Statewide
Payee Desk registration number assigned by DES,the applicable Purchaser's order number,and
shall be In U.S.dollars. Invoices shall be prominently annotated by the Contractor with all
applicable prompt payment and/or volume discount(s).
Invoices for payment will accurately reflect all discounts due the Purchaser. Invoices will not be
processed for payment,nor will the period of prompt payment discount commence,until
receipt of a properly completed invoice denominated in U.S.dollars and until all Invoiced items
are received and satisfactory performance of Contractor has been accepted by the Purchaser. If
an adjustment in payment is necessary due to damage or dispute,any prompt payment discount
period shall commence on the date final approval for payment is authorized.
Under Chapter 39.76 RCW,if Purchaser falls to make timely payment(s),Contractor may invoice
for 1 percent per month on the amount overdue or a minimum of$1.00. Payment will not be
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considered late if a check or warrant is mailed within the time specified. If no terms are
specified,net 30 days will automatically apply. Payment(s)made in accordance with Contract
terms shall fully compensate the Contractor for all risk,loss,damages or expense of whatever
nature and acceptance of payment shall constitute a waiver of all claims submitted by
Contractor. If the Contractor fails to make timely payment(s)or issuance of credit memos,the
Purchaser may impose a 1%per month on the amount overdue.
Payment for services rendered shall be made by Purchaser and be redeemable In U.S.dollars.
Unless otherwise specified,the Purchaser's sole responsibility shall be to issue this payment,
Any bank or transaction fees or similar costs associated with currency exchange procedures or
the use of purchasing/credit cards shall be fully assumed by the Contractor. j
4
8.1 Taxes,Fees,and Licenses
4
Taxes
Where required by statute or regulation,the Contractor shall pay for and maintain in current
status all taxes that are necessary for Contract performance. Unless otherwise indicated,the
Purchaser agrees to pay state of Washington taxes on all applicable materials,supplies,services
and/or equipment purchased.No charge by the Contractor shall be made for federal excise
taxes and the Purchaser agrees to furnish Contractor with an exemption certificate where
appropriate.
Collection of Retail Sales and Use Taxes 1
In general, Contractors engaged in retail sales activities within the state of Washington are
required to collect and remit sales tax to Department of Revenue(DOR). In general,out-of-state
Contractors must collect and remit"use tax"to Department of Revenue if the activity carried on
by the seller in the state of Washington is significantly associated with Contractor's ability to
establish or maintain a market for Its products in Washington state. Examples of such activity
Include where the Contractor either directly or by an agent or other representative:
1. Maintains an In-state office,service enterprise,or any other In-state place of business;
2. Regularly solicits orders from Purchasers located within the State of Washington via
sales representatives entering the State of Washington;
3. Sends other staff into the state of Washington(e.g, product safety engineers,etc.)to
Interact with Purchasers in an attempt to establish or maintain market(s);or
4. Other factors identified in WAC 458-20.
8.2 Department of Revenue Registration for Out-of-State Contractors
Out-of-state Contractors meeting any of the above criteria must register and establish an
account with the Department of Revenue. Refer to WAC 458-20-193,and contact the
Department of Revenue for additional information see WA State Dept of Revenue Registration
( I
Requirements). When out-of-state Contractors are not required to collect and remit"use tax,"
Purchasers located in the state of Washington are responsible for paying this tax,if applicable,
directly to the Department of Revenue.
Fees/Licenses.
(i
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After award of Contract,and prior to commencing performance under the Contract,the
Contractor shall pay for and maintain in a current status any licenses,fees,assessments,permit
charges,etc.,which are necessary for Contract performance. It Is the Contractor's sole
responsibility to maintain licenses and to monitor and determine any changes or the enactment
of any subsequent regulations for said fees,assessments,or charges and to immediately comply
with said changes or regulations during the entire term of this Contract.
Taxes on Invoice
Contractor shall calculate and enter the appropriate Washington state and local sales tax on all
Invoices. Tax is to be computed on new items after deduction of any trade-in In accordance
with WAC 458-20-247.
8.3 Minority and Women's Business Enterprise(MWBE)Participation
With each invoice for payment and within 30 days of Purchaser's request,Contractor shall
provide Purchaser an Affidavit of Amounts Paid,The Affidavit of Amounts Paid shall either state
that Contractor still maintains Its MWBE certification,or state that Its Subcontractor(s)still
maintain(s) Its/their MWBE certification(s)and specify the amounts paid to each certified MWBE
Subcontractor under this Contract.Contractor shall maintain records supporting the Affidavit of
Amounts Paid In accordance with this Contract's Retention of Records section.
8.4 Overpayments to Contractor
Contractor shall refund to Purchaser the full amount of any erroneous payment or overpayment
under this Contract within 30 days'written notice.if Contractor fails to make timely refund,
Purchaser may charge Contractor one percent per month on the amount due,until paid in full.
8.5 Contractor Expenses
Purchaser shall reimburse Contractor for travel and other expenses only as approved in advance
as Identified In a Purchase Order,or as authorized in writing,In advance by Purchaser in
accordance with the then-current rules and regulations set forth In the Washington State
Administrative and Accounting Manual.Contractor shall provide a detailed itemization of
expenses, Including description,amounts and dates,and receipts for amounts of$50 or more
when requesting reimbursement.The amount reimbursed to Contractor Is included in
calculating the total amount spent under this Contract.
l
8.6 Audits
DES reserves the right to audit,or have a designated third party audit,applicable records to
ensure that the state has been properly invoiced.Any remedies and penalties allowed by law to
recover monies determined owed will be enforced.Repetitive instances of incorrect invoicing
may be considered complete cause for contract termination.
9. QUALITY ASSURANCE i
t
9.1 Contractor Commitments,Warranties and Representations
Any written commitment by Contractor within the scope of this Contract shall be binding upon
Contractor. Failure of Contractor to fulfill such a commitment may constitute breach and shall
render Contractor liable for damages under the terms of this Contract. For purposes of this
I
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section,a commitment by Contractor includes: (i)Prices,discounts,and options committed to
remain in force over a specified period of time;and(if)any warranty or representation made by
Contractor In its Response or contained in any Contractor or manufacturer publications,written
materials,schedules,charts,diagrams,tables,descriptions,other written representations,and
any other communication medium accompanying or referred to in Its Response or used to effect
the sale to Purchaser.
9.2 Warranties
Contractor warrants that all services provided under this Contract shall be fit for the purpose(s)
for which intended,for merchantability,and shall conform to the requirements and
specifications herein. Acceptance of any service and inspection incidental thereto,by the
Purchaser shall not alter or affect the obligations of the Contractor or the rights of the
Purchaser.
9.3 Cost of Remedy
Cost of remedying defects:All defects, indirect and consequential costs of correcting,removing
or replacing any or all of the defective data and work products(collectively called "Work
Product")will be charged against the Contractor.
10. INFORMATION AND COMMUNICATIONS
10.1 Advertising
Contractor shall not publish or use any information concerning this Contract in any format or
media for advertising or publicity without prior written consent from DES.
10.2 Retention of Records
Contractor shall maintain all books,records,documents,data and other evidence relating to this
Contract and the provision of materials,supplies,services and/or equipment described herein,
Including,but not limited to,accounting procedures and practices which sufficiently and
properly reflect all direct and indirect costs of any nature expended In the performance of this
Contract. Contractor shall retain such records for a period of six years following the date of final
payment. At no additional cost,these records,Including materials generated under the
Contract,shall be subject at all reasonable times to inspection,review,or audit by DES,
personnel duly authorized by the DES,the Washington state Auditor's Office,and federal and
state officials so authorized by law, regulation or agreement.
If any litigation,claim or audit is started before the expiration of the six year period,the records
shall be retained until final resolution of all litigation,claims,or audit findings involving the
records.
10.3 Proprietary or Confidential Information
Contractor acknowledges that DES and Purchaser are subject to chapter 42.56 RCW and that
this Contract and any work shall be a public record as defined in chapter 42.56 RCW.Any
specific information that is claimed by Contractor to be Proprietary Information must be clearly
identified as such by Contractor.
I
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To the extent consistent with Chapter 42.56 RCW,the Public Disclosure Act,DES or Purchaser
shall maintain the confidentiality of Contractor's information marked confidential or
proprietary.If a request is made to view Contractor's proprietary information,DES or Purchaser
will notify Contractor of the request and of the date that the records will be released to the
requester unless Contractor obtains a court order enjoining that disclosure.If Contractor fails to
obtain the court order enjoining disclosure, DES or Purchaser will release the requested
Information on the date specified.
DES or Purchaser's sole responsibility shall be limited to maintaining the above data in a secure
area and to notify Contractor of any request(s)for disclosure for so long as DES or Purchaser
retains Contractor's Information in DES or Purchaser records. Failure to so label such materials
or failure to timely respond after notice of request for public disclosure has been given shall be
deemed a waiver by Contractor of any claim that such materials are exempt from disclosure.
10.4 Non-Endorsement and Publicity
Neither DES nor the Purchasers are endorsing the Contractor's products or services,nor
suggesting that they are the best or only solution to their needs.Contractor agrees to make no
reference to DES,any Purchaser or the state of Washington in any literature,promotional
material,brochures,sales presentation or the like,regardless of method of distribution,without
the prior review and express written consent of the DES.
10.5 Ownership/Rights in Work Product and Data
Purchaser and Contractor agree that all data and work products(collectively called "Work
Product")produced pursuant to this Contract shall be considered work made for hire under the
U.S.Copyright Act, 17 U.S.C.§101 et seq,and shall be owned by Purchaser.Contractor Is hereby
commissioned to create the Work Product.
Work Product includes, but Is not limited to,discoveries,formulae,ideas,improvements,
inventions,methods,models,processes,techniques,findings,conclusions,recommendations,
reports,designs, plans,diagrams,drawings,Software,databases,documents, pamphlets,
advertisements,books,magazines,surveys,studies,computer programs,films,tapes,and/or
sound reproductions,to the extent provided by law.Ownership includes the right to copyright,
patent, register and the ability to transfer these rights and all information used to formulate
such Work Product.
if for any reason the Work Product would not be considered a work made for hire under
applicable law,Contractor assigns and transfers to Purchaser the entire right,title and interest
In and to all rights In the Work Product and any registrations and copyright applications relating
thereto and any renewals and extensions thereof.
Contractor shall execute all documents and perform such other proper acts as Purchaser may
deem necessary to secure for Purchaser the rights pursuant to this section.
Contractor shall not use or In any manner disseminate any Work Product to any third party,or
represent in any way Contractor ownership In any Work Product,without the prior written
permission of Purchaser.Contractor shall take all reasonable steps necessary to ensure that its
agents,employees,or Subcontractors shall not copy or disclose,transmit or perform any Work f
Product or any portion thereof,in any form,to any third party.
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Material that is delivered under this Contract,but that does not originate there from
("Preexisting Material"),shall be transferred to Purchaser with a nonexclusive,royalty-free,
irrevocable license to publish,translate,reproduce,deliver,perform,display,and dispose of
such Preexisting Material,and to authorize others to do so except that such license shall be
limited to the extent to which Contractor has a right to grant such a license.Contractor shall
exert all reasonable effort to advise Purchaser at the time of delivery of Preexisting Material
furnished under this Contract,of all known or potential infringements of publicity,privacy or of j
intellectual property contained therein and of any portion of such document which was not
produced in the performance of this Contract.Contractor agrees to obtain,at its own expense,
express written consent of the copyright holder for the inclusion of Preexisting Material.
Purchaser shall receive prompt written notice of each notice or claim of copyright infringement
or infringement of other intellectual property right worldwide received by Contractor with
respect to any Preexisting Material delivered under this Contract.Purchaser shall have the right
to modify or remove any restrictive markings placed upon the Preexisting Material by
Contractor.
Contractor shall upon written request provide access to data generated under this Contract and
any work to DES,to Purchaser,to the Joint legislative Audit and Review Committee,and to the
state Auditor,as requested,at no additional cost.This includes access to all Information that
supports the findings,conclusions,and recommendations of Contractor's reports,including
computer models and methodology for those models.
10.6 Protection of Purchaser's Confidential information
Contractor acknowledges that some of the material and information that may come into its
possession or knowledge in connection with or in performance of this Contract or work may
consist of Confidential Information.Contractor agrees to hold Confidential Information In
strictest confidence and not to make use of Confidential Information for any purpose other than
the performance of this Contract or any work,to release it only to authorized employees or
Subcontractors requiring such information for the purposes of carrying out this Contract or any
work,and not to release,divulge, publish,transfer,sell,disclose,or otherwise make the
Information known to any other party without Purchaser's express written consent or as
provided by law.Contractor agrees to release such information or material only to employees or
Subcontractors who have signed a nondisclosure agreement,the terms of which have been
previously approved by Purchaser.Contractor agrees to implement physical,electronic,and
managerial safeguards,including but not limited to those prescribed by the Purchaser,to
prevent unauthorized access to Confidential Information.Contractors that may come into
contact with medical data or Protected Health Information will be required to complete a
Business Associate agreement,as required by federal or state laws,including HIPAA,prior to the
commencement of any work.
f this Contract or any work,Contractor shah,at
immediately upon expiration or termination o
DES's or Purchaser's option: (1)certify to DES or Purchaser that Contractor has destroyed all
Confidential Information;or(11)return all Confidential Information to DES or Purchaser;or(iii)
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take whatever other steps DES or Purchaser requires of Contractor to protect DES's or
Purchaser's Confidential Information.
DES and Purchasers reserve the right to monitor,audit,or investigate the use of Confidential
Information collected,used,or acquired by Contractor through this Contract or any work.The
monitoring,auditing,or investigating may include,but Is not limited to,salting databases.
in the event of the unauthorized acquisition of computerized data that compromises the
security,confidentiality,or integrity of personal information maintained by the Purchaser("Data
Breach"),Contractor agrees to comply with all applicable state and federal statutory provisions,
Including but not limited to RCW 19.255.010 and RCW 42.56.590.If a data compromise and/or
identity theft occurs and is found to be the result of Contractor's acts or omissions,Contractor
shall assume complete responsibility for notification of affected parties,and be liable for all
associated costs incurred by DES or Purchaser in responding to or recovering from the Data
Breach.
Violation of tills section by Contractor or Its Subcontractors may result in termination of this
Contract and any work and demand for return of all Confidential Information,and/or payment j
of monetary damages,or penalties.
11. GENERAL PROVISIONS
11.1Governing Law/Venue
This Contract shall be construed and interpreted in accordance with the laws of the state of Washington,
and the venue of any action brought hereunder shall be in the Superior Court for Thurston County.
11.2Severability
If any provision of this Contract or any provision of any document incorporated by reference shall be held
Invalid,such Invalidity shall not affect the other provisions of this Contract that can be given effect without
the Invalid provision,and to this end the provisions of this Contract are declared to be severable.
11,3Survivorship
All transactions executed for products and services provided pursuant to the authority of this Contract shall
be bound by all of the terms,conditions,prices and price discounts set forth herein,notwithstanding the
expiration of the initial term of this Contract or any extension thereof.Further,the terms,conditions and
warranties contained in this Contract that by their sense and context are intended to survive the
completion of the performance,cancellation or termination of this Contract shall so survive.In addition,the
terms of the sections titled Overpayments to Contractor;OWnershiaLights in Work Product and Data;
contractor Commitments,Warranties and RepresentatioU Protection of Purchaser's Confidential
information;Order of Precedence Incorporated Documents C nflict and Conform t Non-Endorsement
And pulic*1ty,Retention of Records;Patent and Copyright indemnification:Proprietary or Confldentlat
Information;Problem Resolution and Disputes;and Umitation of Liability shall survive the termination of
this Contract.
11.41ndependent Status of Contractor
In the performance of this Contract,the parties will be acting in their individual,corporate or governmental
capacities and not as agents,employees,partners,joint ventures,or associates of one another.The parties
Intend that an independent contractor relationship will be created by this Contract.The employees or
agents of one party shall not be deemed or construed to be the employees or agents of the other party for
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any purpose whatsoever.Contractor shall not make any claim of right,privilege or benefit which would
accrue to an employee under Chanter 4106 RCW.or Title 51 RCW.
11.SGIfts and Gratuities
Contractor shall comply with all state laws regarding gifts and gratuities,including but not limited to:RCW
39.26.020, RCW 42,52.150. RCW 4Z.U.160 and RCW 42.52.170 under which it is unlawful for any person
to directly or indirectly offer,give or accept gifts,gratuities,loans,trips,favors,special discounts,services,
or anything of economic value in conjunction with state business or contract activities.
Under RCW 39.26.020 and the Ethics In Public Service Law,Chapter 42 52 RCW state officers and
employees are prohibited from receiving,accepting,taking or seeking gifts(except as permitted by RCW
42.52. 0)if the officer or employee participates in contractual matters relating to the purchase of goods
or services.
11.61mmunity and Hold Harmless
To the fullest extent permitted by law,Contractor shall Indemnify,defend and hold harmless state,agencies
of state and all officials,agents and employees of state,from and against all claims for injuries,death or
damage to property arising out of or resulting from the performance of the contract.Contractor's obligation
to Indemnify,defend,and hold harmless includes any claim by Contractors'agents,employees,
representatives,or any Subcontractor or its employees.
Contractor expressly agrees to Indemnify,defend,and hold harmless the state for any claim arising out of
or Incident to Contractor's or any Subcontractor's performance or failure to perform the contract.
Contractor shall be required to Indemnify,defend,and hold harmless the state only to the extent claim is
caused in whole or in part by negligent acts or omissions of Contractor.
Contractor waives Its immunity under Title 51 to the extent it Is required to Indemnify,defend and hold
harmless state and.Its agencies,officials,agents or employees.
11.7Personal Liability
it is agreed by and between the parties hereto that in no event shall any official,officer,employee or agent
of the state of Washington when executing their official duties In good faith,be in anyway personally liable
or responsible for any agreement herein contained whether expressed or implied,nor for any statement or
representation made herein or in any connection with this agreement.
11.81nsurance
The following are general insurance provisions for the State of Washington.Additional requirements
specific to a good/service may be detailed elsewhere in a solicitation or its Appendices.
a. General requirements
Contractor shall,at its own expense,obtain and keep In force Insurance as follows until completion
of the contract.Upon request,contractor shall furnish evidence in the form of a certificate of
insurance satisfactory to the State of Washington that insurance,In the following kinds and
minimum amounts,has been secured.Failure to provide proof of Insurance,as required,will result
In contract cancellation.
Contractor shall include all Subcontractors as insureds under all required insurance policies,or shall
furnish separate Certificates of Insurance and endorsements for each Subcontractor.
Subcontractor(s)must comply fully with all insurance requirements stated herein.Failure of
Subcontractor(s)to comply with insurance requirements does not limit contractor's liability or
responsibility.
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All Insurance provided in compliance with this contract shall be primary as to any other insurance
or self-Insurance programs afforded to or maintained by the state.
b. Specific requirements
Employers Liability(Stop Gap):The contractor will at all times comply with all applicable workers'
compensation,occupational disease,and occupational health and safety laws,statutes,and
regulations to the full extent applicable and will maintain Employers Liability Insurance with a limit
of no less than$1,000,000.00.The State of Washington will not be held responsible In any way for
claims filed by the contractor or their employees for services performed under the terms of this
contract.
Commercial General Liability Insurance:The contractor shall at all times during the term of this
contract,carry and maintain commercial general liability insurance and if necessary,commercial
umbrella Insurance for bodily injury and property damage arising out of services provided under
this contract.This insurance shall cover such claims as may be caused by any act,omission,or
negligence of the contractor or its officers,agents,representatives,assigns,or servants.
The insurance shall also cover bodily Injury,including disease,Illness and death,and property
damage arising out of the contractor's premises/operations,independent contractors,
products/completed operations,personal injury and advertising Injury,and contractual liability
(including the tort liability of another assumed in a business contract),and contain separation of
insured's(cross liability)conditions.
Contractor waives all rights against the State of Washington for the recovery of damages to the
extent they are covered by general liability or umbrella insurance.
The limits of liability Insurance shall not be less than as follows:
General Aggregate Limits(other than products-completed operations) $2,000,000
products-Completed Operations Aggregate $2,000,000
Personal and Advertising Injury Aggregate $1,000,000
Each Occurrence(applies to all of the above) $1,000,000
Fire Damage Limit(per occurrence) $50,000
Medical Expense Limit(any one person) $5,000
c. Business Auto Policy(BAP)
In the event that services delivered pursuant to this contract Involve the use of vehicles,or the
transportation of clients,automobile liability insurance shall be required.The coverage provided
shall protect against claims for bodily Injury,including illness,disease,and death;and property
damage caused by an occurrence arising out of or In consequence of the performance of this
service by the contractor,Subcontractor,or anyone employed by either.
Contractor shall maintain business auto liability and,if necessary,commercial umbrella liability
Insurance with a combined single limit not less than$1,000,000 per occurrence.The business auto
liability shall Include Hired and Non-Owned coverage.
Contractor waives all rights against the State of Washington for the recovery of damages to the
extent they are covered by business auto liability or commercial umbrella liability Insurance.
d. Additional Insurance provisions
All above insurance policies shall include,but not be limited to,the following provisions:
Additional Insured:
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The State of Washington and all authorized purchasers shall be named as an additional insured on
all general liability,umbrella,excess,and property insurance policies.All policies shall be primary
over any other valid and collectable insurance.
Notice of pollcy(les)cancellation/Non-renewal:
For Insurers subject to Chapter 48,18 RCW(admitted and regulated by the Washington State
Insurance Commissioner)a written notice shall be given to the director of purchasing or designee
45 calendar days prior to cancellation or any material change to the policy(les)as it relates to this
contract.Written notice shall Include the affected contract reference number.
e. Surplus Lines
For insurers subject to Chapter 48.15 RCW(Surplus Lines)a written notice shall be given to the
director of purchasing or designee 20 calendar days prior to cancellation or any material change to
the pollcy(ies)as it relates to this contract.Written notice shall Include the affected contract
reference number.
Cancellation for non-payment of premium:
If cancellation on any policy Is due to non-payment of premium,a written notice shall be given the
director of purchasing or designee ten(10)calendar days prior to cancellation.Written notice shall
Include the affected contract reference number.
Identification:
Policy(ies)and certificates of insurance shall include the affected contract reference number.
f. Insurance carrier rating
The Insurance required above shall be Issued by an Insurance company authorized to do business
within the State of Washington.Insurance is to be placed with a carrier that has arating of A-Class
VI or better In the most recently published edition of Best's Reports.Any exception must be
reviewed and approved by the Risk Manager for the State of Washington,by submitting a copy of
the contract and evidence of insurance before contract commencement.If an Insurer is not
admitted,all insurance policies and procedures for Issuing the insurance policies must comply with
Chapter 48.15 RCW and Cha ter 284-15 WAG.
g. Excess coverage
The limits of all insurance required to be provided by the contractor shall be no less than the
minimum amounts specified.However,coverage In the amounts of these minimum limits shall not
be construed to relieve the contractor from liability in excess of such limits.
h. limit adjustments
The state reserves the right to increase or decrease limits as appropriate.
1. Industrial Insurance Coverage
The contractor shall comply with the provisions of Title 51 RCW Industrial Insurance.If the
contractor falls to provide Industrial insurance coverage or fails to pay premiums or penalties on
behalf of Its employees as may be required by law,DES may terminate this contract.This provision 1
does not waive any of the Washington State Department of Labor and Industries(L&I)rights to
collect from the contractor
11.9Nondiscrimination
During the performance of this Contract,the Contractor shall comply with all applicable federal and state
nondiscrimination laws,regulations and policies,Including,but not limited to,Title Vil of the Civil Rights Act, i
42 U.S.C.section 12101 et.seq.;the Americans with Dlsabllit'es Act(ADA);and,Chapter 49.60 RCW.
Discrimination—Human Rights Commission.
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11.10 Antitrust
DES maintains that,in actual practice,overcharges resulting from antitrust violations are borne by the
Purchaser. Therefore,the Contractor hereby assigns to the state of Washington any and all of the
Contractor's claims for such price fixing or overcharges which arise under federal or state antitrust laws,
relating to the materials,supplies,services and/or equipment purchased under this Contract.
11.11 Waiver
Failure or delay of DES or Purchaser to Insist upon the strict performance of any term or condition of the
Contract or to exercise any right or remedy provided In the Contract or by law;or DES'or Purchaser's
acceptance of or payment for materials,supplies,services and/or equipment,shall not release the
Contractor from any responsibilities or obligations Imposed by this Contract or by law,and shall not be
deemed a waiver of any right of DES or Purchaser to Insist upon the strict performance of the entire ;
agreement by the Contractor.In the event of any claim for breach of Contract against the Contractor,no {
provision of this Contract shall be construed,expressly or by implication,as a waiver by DES or Purchaser of
any existing or future right and/or remedy available by law.
11.12 Treatment of Assets
Title to all property furnished by Purchaser shall remain in Purchaser.Title to all property furnished by
Contractor,for which Contractor Is entitled to reimbursement,other than rental payments,under this
Contract or any work,shall pass to and vest in Purchaser pursuant to the Ownership/Rights In Work Product
and Data section.As used in this section,If the"property"Is Contractor's proprietary,copyrighted,
patented,or trademarked works,only the applicable license,not title,is passed to and vested in Purchaser.
Any Purchaser property furnished to Contractor shall,unless otherwise provided herein or approved by
Purchaser,be used only for the performance of this Contract or any work.
Contractor shall be responsible for any loss of or damage to property of Purchaser which results from
Contractor's negligence or which results from Contractor's failure to maintain and administer that property
in accordance with sound management practices.
Upon loss or destruction of,or damage to any Purchaser property,Contractor shall notify Purchaser thereof
and shall take all reasonable steps to protect that property from further damage.
Contractor shall surrender to Purchaser all Purchaser property upon completion,termination,or
cancellation of any work.
All reference to Contractor under this section shall also Include Contractor's employees,agents,or
Subcontractors.
11.13 Patent and Copyright Indemnification
Contractor,at its expense,shall defend,indemnify,and save DES and any Purchaser harmless from and
against any claims against DES or Purchaser that any Work Product supplied hereunder,or Purchaser's use
of the Work Product within the terms of this Contract or any work,Infringes any patent,copyright,utility
model,Industrial design,mask work,trade secret,trademark,or other similar proprietary right of a third
party worldwide.Contractor shall pay all costs of such defense and settlement and any penalties,costs,
damages and attorneys'fees awarded by a court or incurred by DES or Purchaser provided that DES or
Purchaser:
Promptly notifies Contractor in writing of the claim,but DES'or Purchaser's failure to provide timely notice
shall only relieve Contractor from its indemnifcation obligations if and to the extent such late notice
prejudiced the defense or resulted In Increased expense or loss to Contractor;and t
Cooperates with and agrees to use Its best efforts to encourage the Office of the Attorney General of
Washington to grant Contractor sole control of the defense and all related settlement negotiations.
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If such claim has occurred,or In Contractor's opinion Is likely to occur,Purchaser agrees to permit
Contractor,at its option and expense,either to procure for Purchaser the right to continue using the Work
Product or to replace or modify the same so that they become non-infringing and functionally equivalent.If
use of the Work Product Is enjoined by a court and Contractor determines that none of these alternatives is
reasonably available,Contractor,at Its risk and expense,will take back the Work Product and provide
Purchaser a refund equal to the entire amount Purchaser paid to Contractor for Contractor's provision of
the Work Product.
Contractor has no liability for any claim of Infringement arising solely from:
Contractor compliance with any designs,specifications or Instructions of Purchaser;
Modification of the Work Product by Purchaser or a third party without the prior knowledge and approval
of Contractor;or
Use of the Work Product in a way not specified by Contractor;unless the claim arose against Contractor's
Work Product Independently of any of these specified actions.
12, DISPUTES AND REMEDIES
12.iProblem Resolution and Disputes
act shall be resolved in a timely manner at the lowest
Problems arising out of the performance of this Contr
possible level with authority to resolve such problem.if a problem persists and cannot be resolved,it may
be escalated within each organization.
In the event a bona fide dispute concerning a question of fact arises between DES or the Purchaser and
Contractor and it cannot be resolved between the parties through the normal problem escalation
processes,either party may Initiate the dispute resolution procedure provided herein.
The initiating party shall reduce its description of the dispute to writing and deliver it to the responding
party,The responding party shall respond In writing within three Business Days.The initiating party shall
have three Business Days to review the Response.If after this review a resolution cannot be reached,both
parties shall have three Business Days to negotiate In good faith to resolve the dispute.
If the dispute cannot be resolved after three Business Days,a Dispute Resolution Panel may be requested in I
writing by either party who shall also Identify the first panel member.Within three Business Days of receipt
of the request,the other party will designate a panel member.Those two panel members will appoint a
third Individual to the Dispute Resolution Panel within the next three Business Days.
The Dispute Resolution Panel will review the written descriptions of the dispute,gather additional
Information as needed,and render a decision on the dispute in the shortest practical time.Both parties
agree to be bound by the determination of the Dispute Resolution Panel.
Each party shall bear the cost for its panel member and share equally the cost of the third panel member.
Both parties agree to exercise good faith in dispute resolution and to settle disputes prior to using a Dispute
Resolution Panel whenever possible.
DES,the Purchaser and Contractor agree that,the existence of a dispute notwithstanding,they will
continue without delay to carry out all their respective responsibilities under this Contract that are not
affected by the dispute.
if the subject of the dispute is the amount due and payable by Purchaser for services being provided by
Contractor,Contractor shall continue providing services pending resolution of the dispute provided
Purchaser pays Contractor the amount Purchaser,in good faith,believes is due and payable,and places In
escrow the difference between such amount and the amount Contractor,In good faith,believes Is due and
payable.
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12.2Administrative Suspension
When in the state's best interest,DES may at any time,and without cause,suspend the Contract or any
portion thereof for a period of not more than 30 calendar days per event by written notice from the
Contract Administrator to the Contractor's Representative. Contractor shall resume performance on the
next business day following the 30th day of suspension unless an earlier resumption date is specified In the
notice of suspension. If no resumption date was specified in the notice of suspension,the Contractor can
be demanded and required to resume performance within the 30 day suspension period by the Contract
Administrator providing the Contractor's Representative with written notice of such demand.
12.3Force Majeure
The term force majeure means an occurrence that causes a delay that is beyond the control of the party
affected and could not have been avoided by exercising reasonable diligence. Force majeure shall include
acts of God,war,riots,strikes,fire,floods,epidemics,or other similar occurrences.
Exceptions: Except for payment of sums due,neither party shall be liable to the other or deemed In breach
under this Contract If,and to the extent that,such party's performance of this Contract Is prevented by
reason of force majeure.
Notification: if either party Is delayed by force majeure,said party shall provide written notification within
48 hours. The notification shall provide evidence of the force majeure to the satisfaction of the other party.
Such delay shall cease as soon as practicable and written notification of same shall likewise be provided. So
far as consistent with the Rights Reserved below,the time of completion shall be extended by Contract
Amendment for a period of time equal to the time that the results or effects of such delay prevented the
delayed party from performing in accordance with this Contract.
Rights Reserved: DES reserves the right to authorize an amendment to this Contract,terminate the
Contract,and/or purchase materials,supplies,equipment and/or services from the best available source
during the time of force majeure,and Contractor shall have no recourse against the state.
12,4AIternative Dispute Resolution Fees and Costs
In the event that the parties engage in arbitration,mediation or any other alternative dispute resolution
forum to resolve a dispute In lieu of litigation,both parties shall share equally in the cost of the alternative
dispute resolution method,including cost of mediator or arbitrator.in addition,each party shall be
responsible for its own attorneys'fees incurred as a result of the alternative dispute resolution method.
12.5Non-Exclusive Remedies
The remedies provided for in this Contract shall not be exclusive but are In addition to all other remedies
available under law.
12.6Liquidated Damages
Liquidated Damages may be applicable under Purchase Orders.Purchaser shall include any Liquidated
Damages clause In its Purchase Order.
12.71.1mltatfon of Liability
The parties agree that Contractor,DES and Purchaser shall not be liable to each other,regardless of the
form of action,for consequential,Incidental,Indirect,or special damages except a claim related to bodily
Injury or death,or a claim or demand based on breach of the Security of the System,patent,copyright,or
other Intellectual property right Infringement,in which case liability shall be as set forth elsewhere in this
Contract or in the related Purchase Order.Except as set forth in this section,any further limitation of
liability shall be only as set forth in Purchase Orders. This section does not modify any sections regarding
liquidated damages or any other conditions as are elsewhere agreed to herein between the parties.The
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damages specified In the sections titled Termination for Default and Retention of Records are not
consequential,incidental,indirect,or special damages as that term Is used in this section.
Contractor,DES and Purchaser shall not be liable for damages arising from causes beyond the reasonable
control and without the respective fault or negligence of Contractor,DES or Purchaser.Such causes may
Include,but are not restricted to,acts of God or of the public enemy,acts of a governmental body other
than DES or Purchaser acting in either a sovereign or contractual capacity,war,explosions,fires,floods,
earthquakes,epidemics,quarantine restrictions,strikes,freight embargoes,and unusually severe weather;
but in every case the delays must be beyond the reasonable control and without fault or negligence of
Contractor,DES,or Purchaser,or their respective Subcontractors.
If delays are caused by a Subcontractor without Its fault or negligence,Contractor shall not be liable for
damages for such delays,unless the Services to be performed were obtainable on comparable terms from
other sources in sufficient time to permit Contractor to meet Its required performance schedule.
Contractor,DES and Purchaser shall not be liable for personal injury to another party or damage to another
party's property except personal injury or damage to property proximately caused by such party's
respective fault or negligence.
12.8Federal Funding
In the event that federally funded acquisitions result from this Contract,the Contractor may be required to
provide additional information(free of charge)at the request of DES or Purchaser and additional
restrictions may apply.
12,9Federal Restrictions on Lobbying
Contractor certifies that under the requirements of Lobbying Disclosure Act,2 U.S.C.,Section 1601 et seq.,
no Federal appropriated funds have been paid or will be paid,by or on behalf of the contractor,to any
person for Influencing or attempting to influence an officer or employee of any agency,a Member of
Congress,an officer or employee of Congress,or an employee of a Member of Congress in connection with
the awarding of any Federal contract,the making of any Federal grant,the making of any Federal loan,the
entering into of any cooperative agreement,and the extension,continuation,renewal,amendment,or
modification of any Federal contract,grant,loan,or cooperative agreement.
12,10 Debarment and Suspension
Contractor certifies,that neither It nor its"principals"(as defined in RCW 39.26.010(9)or other state
statute,regulation or policy)Is presently debarred,suspended,proposed for debarment,declared
ineligible,or voluntarily excluded from participation in this transaction by any Federal or state department
or agency.
As new laws,rules,and policies are implemented,they will apply to this Contract.
12.11 Failure to Perform
If Contractor fails to perform any substantial obligation under this Contract or any Purchase Orders,DES
and/or Purchaser,as applicable,shall give Contractor written notice of such failure to perform.If after 30
calendar days from the date of the written notice Contractor still has not performed,then DES or Purchaser
may withhold all monies due and payable to Contractor,without penalty to DES or Purchaser,until such j
failure to perform is cured or otherwise resolved.
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13. CONTRACT TERMINATION
13.1Material Breach
A Contractor may be terminated for cause by DES,at the sole discretion of the Contract Administrator,for
failing to perform a contractual requirement or for a material breach of any term or condition. Material
breach of a term or condition of the Contract may include but Is not limited to:
1. Contractor failure to perform services or deliver materials,supplies,or equipment by the date
required or by an alternate date as mutually agreed In a written amendment to the Contract;
2. Contractor failure to carry out any warranty or fails to perform or comply with any mandatory
provision of the contract;
3. Contractor becomes Insolvent or In an unsound financial condition so as to endanger performance
hereunder;
4. Contractor becomes the subject of any proceeding under any law relating to bankruptcy,
Insolvency or reorganization,or relief from creditors and/or debtors that endangers the
Contractor's proper performance hereunder;
5. Appointment of any receiver,trustee,or similar official for Contractor or any of the Contractor's
property and such appointment endangers the Contractor's proper performance hereunder;
6. A determination that the Contractor is in violation of federal,state,or local laws or regulations and
that such determination renders the Contractor unable to perform any aspect of the Contract. i
13.20pportunity to Cure
In the event that Contractor fails to perform a contractual requirement or materially breaches any term or
condition,DES may Issue a written cure notice. The Contractor may have a period of time in which to cure.
The DES is not required to allow the Contractor to cure defects If the opportunity for cure Is not feasible as
determined solely within the discretion of DES.Time allowed for cure shall not diminish or eliminate
Contractor's liability for liquidated or other damages,or otherwise affects any other remedies avallable
against Contractor under the Contract or by law.
If the breach remains after Contractor has been provided the opportunity to cure,DES may do any one or
more of the following:
1. Exercise any remedy provided by law;
2. Terminate this Contract and any related Contracts or portions thereof;
3. Procure replacements and Impose damages as set forth elsewhere in this Contract;
4. impose actual or liquidated damages;
S. Suspend or bar Contractor from receiving future Solicitations or other opportunities;
6. Require Contractor to reimburse the state for any loss or additional expense Incurred as a result of
default or failure to satisfactorily perform the terms of the Contract.
13.3Termination for Cause
In the event the Contract Administrator,in Its sole discretion,determines that the Contractor has failed to
comply with the conditions of this Contract in a timely manner or Is In material breach,the Contract
Administrator has the right to suspend or terminate this Contract,In part or in whole.The Contract
Administrator shall notify the Contractor In writing of the need to take corrective action.if corrective action
Is not taken within 30 calendar days or as otherwise specified by the Contract Administrator,or if such
corrective action Is deemed by the Contract Administrator to be Insufficient,the Contract may be
terminated.The Contract Administrator reserves the right to suspend all or part of the Contract,withhold
further payments,or prohibit the Contractor from Incurring additional obligations of funds during
Contract 01313 for Digital Communication Solutions
Page 21 of 34
investigation of the alleged breach and pending corrective action by the Contractor or a decision by the
Contract Administrator to terminate the Contract.
In the event of termination,DES shall have the right to procure for all Purchasers any replacement
materials,supp►les,services and/or equipment that are the subject of this Contract on the open market. In
addition,the Contractor shall be liable for damages as authorized by law Including,but not limited to,any
price difference between the original contract and the replacement or cover contract and all administrative
costs directly related to the replacement contract,e.g.,cost of the competitive bidding,mailing,advertising
and staff time.
If it is determined that:(1)the Contractor was not in material breach;or(2)failure to perform was outside
of Contractor's or Its Subcontractor's control,fault or negligence,the termination shall be deemed to be a
"Termination for Convenience"or(3)Contractor or its principals are debarred as defined in 49 CFR.29.105
(p).The rights and remedies of DES and/or the Purchaser provided in this Contract are not exclusive and are
In addition to any other rights and remedies provided by law.
13.4Term►natlon for Default
If Contractor violates any material term or condition of this Contract or any Purchase Orders,as applicable,
or falls to fulfill in a timely and proper manner Its material obligations under this Contract,or any Purchase
Orders,as applicable,then the DES Master Contract Administrator or Purchaser shall give Contractor
written notice of such failure or violation,and the failure or violation shall be corrected by Contractor
within 30 calendar days or as otherwise agreed. If such breach is not capable of cure within 30 days,
Contractor must commence cure within such 30 day period and diligently pursue completion of such cure.if
Contractor's failure or violation is not so corrected,this Contract may be terminated immediately by written
notice from DES to Contractor,or a Purchase Order may be terminated by written notice to Contractor from
Purchaser.
In the event of termination of a Purchase Order by Purchaser or this Contract by DES,Purchaser or DES shall
have the right to procure the services that are the subject of this Contract on the open market and
Contractor shall be liable for all damages,including,but not limited to: (1)the cost difference between the
original Master Contract price for the services and the replacement costs of such services acquired from
another vendor;(11)If applicable,all administrative costs directly related to the replacement of the Purchase 1
Order or this Master Contract,such as costs of competitive bidding,mailing,advertising,applicable fees,
charges or penalties,staff time costs;and,(iii)any other direct costs to Purchaser or DES resulting from
Contractor's breach.DES and Purchaser shall have the right to deduct from any monies due to Contractor,
or that thereafter become due,an amount for damages that Contractor will owe DES or Purchaser for
Contractor's default.
If either DES or Purchaser violates any material term or condition of this Contract or any Purchase Order,as
applicable,or falls to fulfill In a timely and proper manner Its obligations under this Contract or a Purchase
Order,as applicable,then Contractor shall give DES or Purchaser,as appropriate,written notice of such
failure,which shall be corrected by DES or Purchaser within 30 calendar days,or as otherwise agreed. If
such failure to perform is not so corrected,Purchaser's Purchase Order may be terminated by written
notice from Contractor to Purchaser or,if appropriate,this Master Contract may be terminated by written
notice from Contractor to DES.
If the failure to perform is without the defaulting party's control,fault,or negligence,the termination shall
be deemed to be a Termination for Convenience.
This section shall not apply to any fa►►ure(s)to perform which results from the willful,reckless or negligent
acts or omissions of the aggrieved party.
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13.STermination for Convenience
When,at the sole discretion of DES,It Is In the best interest of the state,DES may terminate this Contract,
In whole or in part,by 14 calendar days written notice to Contractor.
Purchaser may terminate a Purchase Order upon 14 calendar days written notice to Contractor.If a
Purchase Order Is so terminated,Purchasers are liable only for payments for Services received and accepted
by Purchaser prior to the effective date of termination.
13.6Terminatlon for Withdrawal of Authority
In the event that DES's or Purchaser's authority to perform any of its duties Is withdrawn,reduced,or
limited in any way after the commencement of this Contract or any Purchase Order and prior to normal
completion,DES may terminate this Contract,or Purchaser may terminate its Purchase Order,by seven
calendar days written notice to Contractor.No penalty shall accrue to DES or Purchaser in the event this
section shall be exercised.This section shall not be construed to permit DES to terminate this Contract,or
Purchaser to terminate any Purchase Order,in order to acquire similar Services from a third party.
133Termination for Won-Appropriation of Funds
If funds are not appropriated to Purchaser to continue any Purchase Order,In any future period,Purchaser
may terminate any Purchase order by 30 calendar days written notice to Contractor or work with
Contractor to arrive at a mutually-acceptable resolution of the situation.Purchaser will not be obligated to
pay any further charges for services Including the net remainder of agreed to consecutive periodic
payments remaining unpaid beyond the end of the then-current perlod(s).Purchaser agrees to notify
Contractor in writing of such non-appropriation at the earliest possible time.No penalty shall accrue to
Purchaser In the event this section shall be exercised.This section shall not be construed to permit
Purchaser to terminate any Purchase Order,in order to acquire similar services from a third party.
13.8Termination for Conflict of interest
DES may terminate this Contract,or Purchaser may terminate any Purchase Order,by written notice to
Contractor if DES or Purchaser determines,after due notice and examination,that any party has violated
chapter 42.52 RCW,Ethics in Public Service,or any other laws regarding ethics in public acquisitions and
procurement and performance of contracts.In the event this Contract or any Purchase Order is so
terminated,DES or Purchaser,as applicable,shall be entitled to pursue the same remedies against
Contractor as it could pursue in the event Contractor breaches this Contract or any Purchase Order,as
applicable.
13.9Termination by Mutual Agreement
DES and the Contractor may terminate this Contract in whole or In part,at any time,by mutual agreement.
13.10 Termination Procedure
Upon termination of this Master Contract or any Purchase Order,DES or Purchaser,In addition to any other
rights provided In this Master Contract and applicable Purchase Order may require Contractor to deliver to
Purchaser any property specifically produced or acquired for the performance of such part of this Master
Contract or Purchase Order as has been terminated.The section titled Treatment of Assets shall apply in i
such property transfer.
Unless otherwise provided herein,Purchaser shall pay to Contractor the agreed-upon Price,If separately
stated,for the Services received by Purchaser,provided that in no event shall Purchaser pay to Contractor
an amount greater than Contractor would have been entitled to If this Master Contract or Purchase Order
had not been terminated.Failure to agree on such determination shall be a dispute within the meaning of
the section of this Master Contract entitled Disputes. Purchaser may withhold from any amounts due
Contract 01313 for Digital Communication Solutions
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Contractor such sum as Purchaser determines to be necessary to protect Purchaser from potential loss or
liability.
Contractor shall pay any amounts due Purchaser as the result of termination within 30 calendar days of
notice of the amounts due.If Contractor fails to make timely payment,Purchaser may charge Interest on
the amounts due at one percent per month until paid In full.
In the event of termination of any services or agreement In entirety,the Service Provider will not take any
action to intentionally erase any State of Washington Data for a period of 90 days after the effective date of
the termination.After such 90 day period,the Service Provider shall have no obligation to maintain or
provide any State of Washington Data and shall thereafter,unless legally prohibited,delete all State of
Washington Data In Its systems or otherwise In Its possession or under its control.
13.11 Post-Termination Assistance
The State of Washington shall be entitled to any post-termination assistance generally made available with
respect to the Services unless a unique data retrieval arrangement has been established as part of the
Service Level Agreement.
14, CONTRACT EXECUTION
14.lEntfre Agreement
This Contract document and all citations and subsequently Issued Amendments comprise the entire
agreement between DES and the Contractor. No other statements or representations,written or oral,shall
be deemed a part of the Contract.
This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof €
and except as provided In the section titled Contractor Commitments Warranties and Representations
understandings,agreements,representations,or warranties not contained In this Contract or a written
amendment hereto shall not be binding on either party.Except as provided herein,no alteration of any of
the terms,conditions,delivery,price,quality,or specifications of this Contract will be effective without the
written consent of both parties.
14.20rder of Precedence,incorporated Documents,Conflict and Conformity
The headings used herein are Inserted for convenience only and shall not control or affect the meaning or
construction of any of the sections.
14.20.1 Incorporated Documents
Each of the documents listed below Is,by this reference,incorporated Into this Contract as though fully j
set forth herein. 11
1. The RFQQ,with all attachments and exhibits,and all amendments thereto;
2. Contractor's Response to the RFQQ;
3. The terms and conditions contained on Purchaser's Order Documents,If used;and
4. All Contractor or manufacturer publications,written materials and schedules,charts,diagrams,
tables,descriptions,other written representations and any other supporting materials
Contractor made available to DES or Purchaser and used to affect the sale of Services to
Purchaser.
14.20.2 Order of Precedence
In the event of any Inconsistency in this Contract,the Inconsistency shall be resolved In the following
order of precedence:
1. Applicable federal and state statutes,laws,and reguEations; j
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2. Mutually agreed written Amendments to this Contract
3. This Contract and all Schedules thereto;
4. The RFQQ with all attachments and exhibits,and all Amendments thereto;
5. Contractor's Response to the RFQQ(Exhibit D);
6. All Contractor or manufacturer publications,written materials and schedules,charts,diagrams,
tables,descriptions,other written representations and any other supporting materials
Contractor made available to DES or Purchaser and used to affect the sale of Services to
Purchaser.
14.20.3 Conflict
To the extent possible,the terms of this Contract shall be read consistently.
14.20.4 Conformity
If any provision of this Contract violates any Federal or state of Washington statute or rule of law,
It is considered modified to conform to that statute or rule of law.
14.21 Legal Notices
Any notice or demand or other communication required or permitted to be given under this Contract or
applicable law shall be effective only If It is In writing and signed by the applicable party,properly
addressed,and delivered in person,or by a recognized courier service,or deposited with the United States
Postal Service as first-class mail,postage prepaid certified mail,return receipt requested,to the parties at
the addresses provided in this section.For purposes of complying with any provision in this Contract or
applicable law that requires a"writing,"such communication,when digitally signed with a Washington
state Licensed Certificate,shall be considered to be"in writing"or"written"to an extent no less than if It
were In paper form.
To Contractor at: To DES at:
GovDelivery,Inc. Washington state Department of Enterprise Services
Attn:Michael Pearson,Account Manager Attn: Neva Peckham,Contract Administrator
408 St.Peter Street,Suite 600 if by US Postal Service if by Courier
St,Paul,MN 55012 PO Box 41411 1500 Jefferson St SE
Olympia,WA 98504-1411 Olympia WA 98504 I{
Phone:(651)726-7302 Phone:360.407.9411
Fax:N/A Fax:360.586.2426
E-mail:mike.yea rson Ccpgovdefivery.com Email:neva.peckham@des.wa.gov
or to Purchasers at the address listed on their Purchase Order.
Notices shall be effective upon receipt or four business days after mailing,whichever is earlier.The notice
address as provided herein may be changed by written notice given as provided above.
14.22 Liens,Claims,and Encumbrances
All materials,equipment,supplies and/or services shall be free of all liens,claims,or encumbrances of any
kind,and if DES or the Purchaser requests,a formal release of same shall be delivered to the respective
requester.
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14.23 Authority to Bind
The signatories to this Contract represent that they have the authority to bind their respective
organizations to this Contract.
14.24 Counterparts
This Contract may be executed In counterparts,in a single original,or duplicate originals.As applicable,
each counterpart or each duplicate shall be deemed an original copy of this Contract signed by each party,
for all purposes.
in Witness Whereof,the parties hereto,having read this Contract in its entirety,Including all attachments,do
agree in each and every particular and have thus set their hands hereunto.
APPROVED(DES) ! APPROVED(CONTRACTOR)
WA state Department of Enterprise Services ! GovDeiivery,Inc.
(Seethe Legal Nollces subsection for address) (Seethe legal Notices subsectlon for address)
n"uro f+ Signature
Neva Peckham ? / Mike Pearson 3 /
Pdnt or Type ame -- - - — to Print or Type Name -'— o
Contracts Specialist Contracts&Legal,MCC Vice President Government Solutions
e T.t o
NIANAGEME AlfROVAL(DES)
WA state Dipartm�nt o Enterprise Services
See the legal otices subsea on f ddress)
r
Dale Cofb2rt,
Print or Type Name Date
Unit Manager Contracts&Legal,MCC
to
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Exhibit A-GOVDELIVERY CONTACTS
PRIMARY CONTACT: Deb Castle,Account Executive IMPLEMENTATION/SETUP: Cindy Hoops,Implementation Manager
CONTACT PHONE: (651)379-6224 CONTACT PHONE: (651)757-4125
CONTACT EMAIL: deb.castle@aovdeliverv.com CONTACT EMAIL: cindv.hoops@Povdelivery.com
CONTRACT ESCALATION Michael Pearson,VP
ISSUES: Government Solutions
CONTACT PHONE: (651)726-7302
CONTACT EMAIL: I mike,Pearson@eovdeliverv.com
Contract 01313 for Digital Communication Solutions
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Exhibit B—PRICING
STATE AGENCIES
Sf
RE
Users Annual Percent Dollar Annual
From To Commercial Fee Discount Discount Agency Fee
2,000,000 > $90,000 25% $22,500 $67,5000
1,000,000 1,999,999 $75,600 25% S18,900 556,700
500,000 999,999 $51,600 15% 57,740 S43,860
250,000 499,999 $35,088 15% S5,263 S29,825
100,000 249,999 $23,856 15% 53,578 S20,278
50,000 99,999 $16,224 5% 1 5811 515,413
- -- < 50,000 1 $12,500 0% $- 512,500
One-time setup fee is 15%of the Annual Fee and includes the following services:
• Setup of an unlimited number of administrators
• Site analysis and recommendations of where to add GovDelivery functionality
• Subscription functionality based on web publishing process
• Technical assistance with placement of HTML links to subscription functionality
• Unlimited online administration tools and training for staff
• Setup coordination from client services
Tier pricing is based on the number of Users for a specific state agency and Is measured prior to
Implementation. Users are defined by the number of unique visits to the website on a quarterly basis.
The number of unique visits is reported by a commercially validated tool. Once the price Is set It
remains the fixed annual price for the term of the agreement.
The above is fixed and guaranteed pricing that will last for the term of the contract.
Contract 01313 for Digital Communication Solutions
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_ I
NON STATE AGENCIES
A MASTER CONTRACTS USE AGREEMENT(MCUA)MUST BE IN PLACE PRIOR TO UTILIZING THIS CONTRACT.
1 'Poltt cal S
Up to Annual Percent Dollar Annual Fee One-Time
Population Commercial Fee Discount Discount Setup Fee*
2,000,000 $240,000 25% $60,000 $180,000 $21,600
1,750,000 $210,000 25% $52,500 $157,500 $18,900
1,500,000 $180,000 25% $45,000 $135,000 $16,200
1,250,000 $150,000 25% $37,500 $112,500 $13,500
1,000,000 $120,000 25% $30,000 $90,000 $12,600
900,000 $95,295_ 15% $14,295 $81,000 $11,340
800,000 $84,706 15% $12,706 $72,000 �$10,080
700,000 $74,118 15% $11,118 $63,000 $8,820
600,000 $63,529 15% $9,529 $54,000 $7,560
500,000 $52,941 15% $7,941 $45,000 $6,300
400,000 $42,353 15% $6,353 $36,000 $5,040
300,000 $31,764 15% $4,764 $27,000 $4,050
250,000 $25,263 5% $1,263 $24,000 $3,600
200,000 $24,211_ 5% $1,211 $23,000 $3,450
175,000 $23,947 5% $_ $1,197_ $22,750 $3,413
150,000 $22,105 5% $1,105 $21,000 $3,150
125,000 $19,079 5% $954 $18,125 $2,719
100,000 $17,368 5% $868 $16,500 $2,475
90,000 $16,389 5% $819 $15,570 $2,336
80,000 $16,253 5% $813 $15,440 $2,316
70,000 $15,474 5% ' $774 $14,700 $2,205
60,000 ,$14842 5%_ $742 $14,100 $2,115
50,000 !$14,053 5% $703 $13,350 $2,003
40,000 _ $12,800 0% $- $12,800 _ $1,920
30,000 $12,000 0% $- $12,000 $1,800
20,000 $10,000 0% $ - $10,000 $1,500
*One-time setup fee Includes the following services:
• Setup of an unlimited number of administrators
• Site analysis and recommendations of where to add GovDelivery functionality
* Subscription functionality based on web publishing process
• Technical assistance with placement of HTML links to subscription functionality
• Unlimited online administration tools and training for staff
C Setup coordination from client services
The above Is fixed and guaranteed pricing that will last for the term of the contract.
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Exhibit C—SOLICITATION AND AMENDMENTS
C E---i I
01313b.d0C 01313a
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Exhibit D-CONTRACTOR'S RESPONSE
t
GovDellvery Bid Certiflcatl in&
Response Assurances
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SUMMARY OF AWARDED POINTS
GovDelivery Kelly Imaging
Requirement Requirement
Awarded Points Awarded Points
Mandatory Requirements P P
Technical Requirements (30 pts available) 27.80 21.61
Demonstration 65.48 34.51
COMBINED AWARDED POINTS 93.28 56.12
Pass/Fail
a �
CU
c
> UO
Bidders o E
o v
Y
1 - Bid received by date and time (Section 9.1) P P
2 - Bid submitted in format required (Section 9.2 & P P
9.3)
3 - Bidder authorized offer, with signature and in
PDF format P P
4- Certfications and Assurances P P
5-Appendix D, Bidder Profile P P
6-Appendix E, Technical Requirement, Pricing,
P P
and References
` StQRER RCQ411REMEMT���
TOTAL POWIM AVAILABLE=30
Functional Requirements
BuslRm Need:Raw Ft uirement
Bidder GovDelivery Kelly Image
Evaluator Evaluator Evaluator Evaluator Average Evaluator Awarded Points Evaluator Evaluator Evaluator Evaluator Average Evaluator Awarded Points
MC IP NK LP Score 1A».an-I.. MC 1P NK LP Score la»»si
Evaluated Evaluated Evaluated Evaluated Pp u.p.p-,,,,.n�
1 Evaluated Evaluated Evaluated Evaluated ,Laii7 mi 1nums„a w,w>.,.a„�,,,,,t•1
Points Points Points Points av-- Points Points Points Points nau.m+l
MS3 20.0 20.0 20.0 20.0 1 20.000 0.604 10.0 10.0 10.0 5.0 13.56D 0.410
M52 20.0 20.0 20.0 10.0 17.500 0.529 20.0 20.0 20.0 10.0 15.803 0.477
MS3 20.0 20.0 20.0 20.0 20.000 0,604 10.0 10.0 20.0 10.0 15.060 0.455
MS4 20.0 20.0 20.0 20.0 20.Oa0 0.604 20.0 20.0 150 5.0 16.060 0.485
M55 20.0 20.0 20.0 210 200W 0.604 10.0 10.0 15.0 10.0 14.560 0.440
Miss 20,0 0.0 OD a 5.000 0.151 20.0 0.0 0.0 0.0 4,515 0.136
M57 0.0 20.0 20.0 20.0 15,000 0.453 2pA 20.0 20.0 10.0 14.545 0.439
li 20.0 20.0 20,0 20.0 20.000 0.604 20.0 20.0 20.0 10.0 17,060 i 0.515
M59 20,0 20.0 20.0 20.0 20.000 0.604 20.0 20.0 20.0 I0.0 17.0 00 0.515
MS30 20.0 20.0 20.0 20A 20.000 DAN 2040 20.0 20.0 10.0 17.060 0515
MS11 N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A
M512 20.0 20.0 20.0 20.0 20.000 0.604 20.0 20.0 20.0 lava 17.060 0.515
MS13 1 20.0 20.0 20.0 20.0 20.000 0.604 10.0 20.0 10.0 10.0 IS,OSO 0.455
MS14 21.0 WD 20.0 0.0 15,000 0.453 20.0 10.0 20.0 540 11045 0.394
li 20.0 2 00 20.0 20.0 20.000 0.604 20.0 20.0 10.0 10.0 16.060 DABS
M516 20.0 -0 20.0 30.0 20'. 0.604 20.0 20.0 10.0 5.0 16,161 0.500
MS1) 20.0 20.a 20.0 M.0 20.000 0.604 20.0 20.0 20.0 .0 17.060 0.515
MSSB 20.0 20.0 20.0 lava 20000 0.604 20.0 LOD 20.0 10.0 16,060 OA85
7otg7 320.8 320A 320.0 190.0 312.500 9,439 300.00 270A0 280.00 140.00 256.I94 7.737
Required FeaWres
M519 20.00 20.00 20A0 20.00 1 20.OW I0.604I 21.0 10.0 15.0 5.0 15.060 0.455
M520 20.00 2100 20.00 20.W 20,000 0.604 10.0 10.0 15,0 1 S.0 140D60 0.425
MS21 20.00 20.00 20.00 20.00 20,000 0.604 10.0 10.0 15.0 10.0 14.560 0A40
MS22 2001. 13.30 ism 20.00 17.075 0.516 10.0 16.7 10.0 15.0 13.759 0.416
MS23 2D. 20.00 20.00 20.00 20.000 0.604 10.0 30.0 15.0 10.0 14.560 DA40
M524 700 20.00 20.W ism 18.750 0.566 lava 10.0 lava 25.0 13,932 0.421
Subtotal 120.0 113.30 11500 115.00 115,825 3.498 70.0 66.70 80.00 60A0 85.93 2.60
Admintw_anon and Management Requirements
MS25 20.0 1 20.0 20.0 2q0 20.OG7 0.604 2040 2000 2060 15.0 17.560 0.530
MS26 20D 20.0 200 20.0 20.000 0.604 0.0 0.0 0.0 0.0 10.060 0.304
M527 20.0 20.0 20.0 20.0 20.000 0.604 20.0 20.0 1 20.0 15.0 17.560 0.530
M529 20.0 20.0 20.0 20,0 20.000 0.604 10.0 10.0 15.0 10.0 14.560 0.440
MS29 20.0 20.0 20.0 20.0 20.000 0,604 10.0 30.0 I5,0 0.0 13.560 0.410
M530 15.0 10.0 38,0 Loma 13.250 0.400 10.0 10.0 35.0 5.0 10.665 0322
M531 2010 mo 20.0 20.0 20.000 0AO4 10.0 10.0 Si0 5.0 14.060 DAIS
M532 20.0 20.0 21.0 20.0 20.000 0.604 20.0 210 20.0 LoD 17.060 0.515
MS33 21.0 20.0 MO 2LO 20.000 0.604 20.0 20.0 20.0 10.0 17.060 0.515
M534 20A 20.0 20.0 20.0 20.000 0.604 20.0 20,0 10.0 10.0 17.- 0.515
MS35 20.0 20.0 W.0 20.0 20.000 0,604 20.0 20.0 210 Iom 17.060 0.515
M536 20.0 N.0 20.0 20.0 20.000 0,604 10.0 8.3 10.0 lava 13.893 0.420
bTg,ml 235.0 230:0 238.0 ?lava 233.2501 7044 170.0 168.3 190.0 100.0 180,167 5."1
Business Need:RECORDS MANAGEMENT
M537 20 20 10 20 20.000 0,614 0.0 10.0 10.0 5.0 12.560 0.379
MS38 20 20 20 20 20.000 0.604 0.0 10.0 10.0 5.0 12.560 0.379
MS39 20 20 2a 20 20.000 0,604 10.0 10.0 15.0 ED 140OW 0.425
MS40 20 20 21 20 20,000 0.604 10.0 10,0 IS.a 5.0 14.060 0.425
M541 20 20 20 20 20.000 0.604 20.0 20.0 20.0 10.0 17.060 0.515
MS42 20 20 20 20 20.000 0.604 10.0 lava 35.0 5.0 14.OV, 0.425
M543 20 20 20 15 38.750 0.566 lava lava 15A 0.0 12.932 0.391
67otol 140 140 340 135 538.750 4.190 Sava SDA 100D 35.0 97.244 2.938
Repg,rtine Requirements
Minimum Reporting Features
Bidders GovOelivery Kelly Image
Evaluator Evaluator Evaluator Evaluator Average Evaluator Evaluator Evaluator Evaluator Evaluator average Evaluator Awarded Points
MC 1P NK LP Score Awarded Points MC 1P NK LP Score
MRI 5 5 5 5 5.000 0.151 2.0 2.5 SA 2.0 3.665 0.111
MR2 5 5 5 5 5.000 0.151 0.0 0.0 0.0 0.0 2.515 0.076
MR3 5 5 5 5 5.000 0.151 0.0 0.0 0.0 0.0 2.515 0.076
rotR4 2 5 5 5 4.250 0.129 0.0 0.0 D.0 0.0 2,138 (LOSS
MRS 5 5 5 5 5.000 0.151 3.0 2.5 3.0 2.0 3.565 0.108
MRS 5 5 5 5 5.000 0.151 5.0 5.0 SD 4.0 4.415 0.133
MR7 5 5 5 5 5.000 0.t51 2.0 2.5 3.0 2A 3.465 0.105
Total 32 35 3S 35 3-0.250 1.039 70 12.5 me 300 22,278 0.673
HasNR&Seci ity,Accessibility 8 Data Privacy Requirements
MRS 5 5 5 5 5.000 1 0.151 5.0 1 5.0 5.0 4.0 4.415 0.133
MR9 5 5 5 5 5.000 0.151 SA 5.0 5.0 4.0 4.415 0.133
MRIO 5 5 5 5 5.000 0.151 5.0 5.0 5.0 4.0 4.415 0.133
MR31 5 5 5 5 5.000 0.151 5.0 5.0 5.0 a.0 4.415 0.133
MR13 5. 5 5 5 5.000 0.151 5.0 S. 0.0 4,0 3.915 0.118
MR14 5 5 5 5 5.Om0 0.151 2.0 25 3.0 2.0 3.465 0.105
MR15 5 5 5 5 5.000 0.151 5.0 2.5 3.0 2.0 3.765 0,114
bTotal 35 35 S 35 35.000 1A57 32.0 lava 26.0 24.0 26,806 0:87f!
afabiity Requirements
MR16 0 5 5 5 3.750 0.113 5.0 50 5.0 3.0 3.686 0.111
MR37 5 5 5 5 5.000 0.151 4.0 a.3 1.0 4.0 4.243 0.128
TMW 5 10 - I0 20 8.750 0.269 9A 9.3 lava 7.0 7.924 0.239
Included Support Requirement
MR18 5 5 5 5 5.000 0.151 5.0 5.0 5.0 4.0 4.415 0.133
MR19 5 5 5 5 5.000 0.151 5.0 5.0 5.0 4.0 4.415 0.133
MR20 5 5 0 5 3.750 0.113 5.0 5.0 0.0 4.0 3.286 0.099
MR22 5 5 5 5 5.000 0.151 5.0 5,0 5,0 4.0 4.415 0.133
MR22 5 5 5 5 5.000 0.151 5.0 SD 5.0 4.0 4.415 0.133
MR23 2 5 5 5 4.250 0.128 5.0 5.0 5.0 CO 4.038 0.122
MR24 5 S 5 5 5.000 0.151 5.0 5.0 5.0 Co 4.415 0.133
MR25 5 5 S 5 5.000 0.151 5.0 SA 5.0 4.0 4.415 0.133
MR26 5 0 2 0 1.750 0.053 5.0 0.0 0.0 0.0 1.380 0.042
MR27 5 0 5 0 2.500 0.076 ED 0.0 OD aa;��
S.btbtoi 47 4p 42 40 42.50 1.276 50.0 40.0 35.0 TOTAL EVALUATED SCORE 920575 OTAL AWARDED P01Nf5 27.801
Technical Requirement Scoring,Metrilf
Total Evaluated Points Available 995
Total Awarded Points Available 30
Total Awarded Points Per Requirement 0.03C2
DEMONSTRATION EVALUATI0N(3)
TOTAL POINTS AVAILABLE=70
GovDelivery Kelly Image
Evaluator Evaluator Evaluator Evaluator Average Eval Score Awarded Points Evaluator Evaluator Evaluator Evaluator Average Eval Score Awarded Points
Part One, MC JP NK LP (Total ailevaluato,-es/(Average evaluator stores NK LP (Total all evaluator sores/ (Aversge eVato luar sa-X
MC JP
Bullet One total number of evaluators) warded point value per total number of evaluatarsl warded point value per
(50 Pts) Evaluated Evaluated Evaluated Evaluated requirement-) Evaluated Awarded Evaluated Evaluated reywrement•)
Points Points Points Points Points Points I Points Points
1 90 100 100 100 97.500 2.8470 0 ol 0 0 18.750 0.548
2 90 100 100 100 98.750 2.8835 25 50 25 50 21.875 0.639
3 1001 100 100 100 98.750 2.8835 0 0 25 0 27.000 0,788
4 901 100 100 100 98.750 2.8835 70 51 70 0 45.125 1.318
5 1001 100 100 100 100.000 2.9200 SO 0 70 50 30.625 0.894
6 1001 100 100 100 98.750 2.8835 25 0 50 0 35.000 1.022
7 90 100 100 100 98.750 2.8835 25 80 50 50 44.375 1.296
8 100 100 100 100 98.750 2.8835 0 80 70 0 28.125 0.821
9 90 100 100 100 98.750 2.8835 25 0 50 0 18.750 0.548
10 100 100 100 100 98.750 2.8835 25 0 50 0 15.625 0.456
11 90 100 100 100 97.500 2.9470 25 0 25 0 46.250 1.351
12 90 100 100 100 98.750 2.8835 70 80 100 70 63.750 1.862
13 100 100 100 100 98.750 2.8835 70 0 70 50 53.875 1.573
14 901 100 100 100 97.500 2.9470 70 71 100 0 60.125 1.756
15 90 1001 100 100 97.500 2.8470 70 701 50 50 45.000 1.314
16 90 1001 100 100 97.500 2.8470 0 0 70 50 44.375 1.296
17 90 100 100 100 98.750 2.8835 25 70 90 50 55.750 1.628
18 100 100 100 100 100.000 2.9200 70 71 70 0 59.000 1.723
19 100 100 100 100 100.000 2.9200 50 71 70 70 57.625 1.683
20 100 100 100 100 87.500 2.5550 0 '0 100 100 31.250 0.913
21 0 100 100 100 86.250 2.5185 0 0 50 0 13.750 0.402
22 90 100 1001 100 97.500 2.84701 oj 10 Sol 0 28.750 0.840
23 11 90 100 1001 1001 97,5001 2.84701 501 01 Sol 701 74 q-7qT 0.712
24 1 901 1001 1001 1001 1218.7501 25.35001 ol ol 251 ol 439.255 9.136
AWARDED POINTS
Part One 65.4810 34.515
-El E
Evaluator Evaluator Evaluator Evaluator Average Eva[Score Awarded Points Evaluator Evaluator Evaluator Evaluator Average Eval Score Awarded Points
BulPart Two, MC JP NK LP (Total all evaluator scores/(Average evaluator scores X MC JP NK LP (Total all evaluat-res/ (AverageevaluatorsoresX
(20 Pt TWO total number of evaluators) warded pointvalue ev
per total number of evaluators) awarded point value per
20 s) Evaluated Evaluated Evaluated Evaluated requirement-) Evaluated Awarded Evaluated Evaluated requirement-)
Points Points Points Points Points Points Points Points
TOTAL
Demonstration Scoring MatriJt
Total Evaluated Points Available 2400
Total Awarded Points Available for all 70
Demonstrated Items
Total Awarded Point for each demonstrated 0.0292
item
Washington State Department of
Enterprise Services Request for Quotes and Qualifications(RFQQ)
Digital Communication Solution (DCS)
1500 Jefferson St.SE•Olympia.WA 98501 httip/Iwww des.wa.aov
Contracts and Legal Services Division•Master Contracts and Consulting Unit
RFQQ 01313
Digital Communication Solution
Introduction
The state of Washington is conducting this Request for Qualifications & Quotations (RFQQ) to
acquire one (or more) Digital Communications Solution (DCS) for government use.
Purpose
The Department of Enterprise Services (DES) intends to enter into a Master Contract
agreement for a completely scalable and comprehensive service for digital communications
management solution that will engage agencies with automated, proactive communication that
provides a Cloud-based solution that is capable of managing multichannel digital
communications —email, text messaging, social media and more in one system. Access to this
capability will be provided to the public through the customer agency's website in order to
facilitate self-service subscription offerings for website users.
The Service will include hosting of the application by the selected service provider (i.e., Web-
based), full option management of the data collected by the application and use of the
application itself by authorized Agency staff.
The Service sought will integrate seamlessly with the customer agency's existing website and
content-management process. The Service sought will be accessible through, but distinct from,
the existing customer agency's website. Any changes made to the customer agency's website
(e.g., a new content management system) should require minimal or no configuration
adjustments to the Service.
The Solicitation seeks a Service that will interface simply and intuitively; one example might be
allowing the customer to paste HTML links to the subscription options on its website without
custom programming or installation of additional hardware or software.
The successful Service Provider will demonstrate an understanding of state agency
organization and need, and will demonstrate a capacity appropriate to the state's needs.
The Service will include all items required for implementation management, such as training,
integration support, application hosting-upgrades and 24X7 technical support.
The Service will provide completely scalable applications for the entire state government
enterprise.
Discovery Process during Procurement
This procurement provides the ability for evaluators to discover more about DCS capabilities
while evaluating proposals and demonstrations. If features of solutions are discovered that are
valuable in meeting the state's business needs but were not asked for in the procurement, the
state reserves the right to incorporate these features into the procurement, determine if other
solutions offer similar capabilities and evaluate proposals accordingly.
Page 1 of 23
Washington State Department of
Enterprise Services Request for Quotes and Qualifications(RFQQ)
Digital Communication Solution (DCS)
1500 Jefferson St.SE•Olympia,WA 98501 Mto://www.des.wa.00v
Contracts and Legal Services Division•Master Contracts and Consulting Unit
Projected Procurement Schedule:
1 RFQQ posted and available for download from WEBS........... October 28
2 Question &answer period....................................... Oct 28- Nov 4
3 Projected publishing date of answers posted to WEBS.............. November 8
4 Response due date and time........................ November 22
5 Evaluation begins ........................................................................ December 2
6 Announce round 1 finalists ......................................................... December 10
7 Demonstrations begin.................................................................. December 17
8 Review of state's central role begins ........................... December 17
9 Announcement of apparent successful bidders December 30
Procurement Coordinator:
Momi Friedlander, Contract Specialist
Department of Enterprise Services (DES)
Telephone: 360-407-8505
Email Address: mom i.friedlander(a-des.wa.gov
Alternative Procurement Coordinator:
Scott Geist, Contract Specialist
Department of Enterprise Service
Telephone: 360-407-9429
Email Address: scott.geist(cDdes.wa.gov
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Contents
1 SOLICITATION OVERVIEW...............................................................................................3
1.1 Acquisition Authority....................................................................................................3
1.2 Contract Formation......................................................................................................3
1.3 Proposed Master Contract...........................................................................................3
1.4 Solicitation Amendments.............................................................................................4
1.5 Incorporation of Documents into Contract....................................................................4
1.6 Right to Cancel............................................................................................................4
1.7 Non-Endorsement and Publicity ..................................................................................4
1.8 Economic and Environmental Goals............................................................................4
2 SUMMARY OF OPPORTUNITY.........................................................................................5
2.1 Background and Scope ...............................................................................................5
2.2 Contract
Term...............................................................................................................6
2.3 Purchasers.. 6
2.4 Award..........................................................................................................................6
3 TERMS AND CONDITIONS................................................................................................6
3.1 Ownership of Data.......................................................................................................6
3.2 Clearing of Data ..........................................................................................................6
3.3 Location of Data..........................................................................................................7
3.4 Return of Data.............................................................................................................7
3.5 Security of Data...........................................................................................................7
3.6 Additional Roles ..........................................................................................................7
4 TIMELINE...........................................................................................................................8
4.1 Projected Procurement Schedule................................................................................8
4.2 Offerors Questions ......................................................................................................8
4.3 Information Availability.................................................................................................8
4.4 Optional Offeror Debriefing..........................................................................................8
4.5 Protest Procedures......................................................................................................9
5 INSTRUCTIONS TO BIDDERS...........................................................................................9
5.1 Authorized Communication..........................................................................................9
5.2 Offeror Communication Responsibilities......................................................................9
5.3 Offeror Authorized Representative ..............................................................................9
5.4 Washington's Electronic Business Solution (WEBS)....................................................9
5.5 offeror Responsiveness ............................................................................................10
5.6 Withdrawal or Modification of Response....................................................................10
5.7 Proprietary or Confidential Information ......................................................................10
6 BIDDER QUALIFICATIONS.............................................................................................10
6.1 Established Business ................................................................................................10
6.2 Federal Funding ........................................................................................................11
6.3 Federal Restrictions on Lobbying ..............................................................................11
6.4 Debarment and Suspension ......................................................................................11
6.5 Use of Subcontractors...............................................................................................11
6.6 Offeror Technical Requirements................................................................................11
6.7 Clarification Conference ............................................................................................11
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7 SUCCESSFUL BIDDER RESPONSIBILITIES..................................................................11
7.1 No Costs or Charges.................................................................................................11
7.2 Post Award Conference.............................................................................................11
7.3 Fees and Reporting...................................................................................................12
7.4 Contract Management...............................................................................................12
7.5 Insurance ..................................................................................................................12
7.6 Statewide Payee Desk ..............................................................................................12
8 PRICING...........................................................................................................................12
8.1 Overview ...................................................................................................................12
8.2 Financial Grounds for Disqualification........................................................................12
8.3 Taxes ........................................................................................................................13
8.4 Price Quotation..........................................................................................................13
8.5 No Best and Final Offer.............................................................................................13
8.6 Price Adjustments .....................................................................................................13
9 PREPARATION OF RESPONSES...................................................................................13
9.1 Due Date and Time ...................................................................................................13
9.2 Identification and Delivery..........................................................................................13
9.3 Email / File Size.........................................................................................................13
9.4 Format.......................................................................................................................14
9.5 Required Submittal Checklist.....................................................................................14
10 EVALUATION AND AWARD............................................................................................15
10.1 Award Criteria.............................................................................................................15
10.2 Clarification ...............................................................................................................15
10.3 Initial Review.............................................................................................................15
10.4 Responsibility............................................................................................................15
10.5 Evaluation ..................................................................................................................................16
10.6 Design Review ..........................................................................................................16
10.7 Notification of Apparent Successful Offeror...............................................................17
10.8 Negotiation................................................................................................................17
APPENDICES ..........................................................................................................................18
Appendix A, Certifications and Assurances...........................................................................18
Appendix B, Proposed Final Contract...................................................................................18
Appendix C, Protest Procedures...........................................................................................18
AppendixD, Bidder Profile....................................................................................................18
Appendix E, Requirements Pricing and References..............................................................................15
Appendix F, Held for later use......................................................................................... .N/A
AppendixG, Definitions..........................................................................................................................17
Appendix I, Procurement Reform Small Business Fact Sheet .................................................. 17
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1 SOLICITATION OVERVIEW
1.1 Acquisition Authority
The Washington State Department of Enterprise Services (DES), issues this Request for
Qualifications and Quotations (RFQQ or Solicitation) acting under the authority of the
Revised Code of Washington (RCW) 39.26 which regulates the manner in which state
agencies may acquire services.
1.2 Contract Formation
A written response submitted to this RFQQ is an offer to Contract with DES. A Response
becomes a Contract only when accepted, awarded in writing and signed by both parties.
Contracts resulting from this RFQQ will be designated as Master Contracts which are
intended to support as-needed Digital Communications.
1.3 Proposed Contract
A proposed Final Contract is included as Appendix B, Proposed Final Contract. The
RFQQ document may reference and may link to the proposed Final Contract as a
safeguard against language inconsistencies.
To be responsive, an Offeror must indicate a willingness to enter into a Final Contract
substantially the same as this example by signing and including the Certifications and
Assurances in Appendix A, Certifications and Assurances .
Under no circumstances is an Offeror to submit their own standard Contract terms and
conditions. Offerors are advised to review and identify any problematic language during
the question and answer period. All exceptions to terms and conditions must be clearly
identified and submitted as part of the Offeror's Response. Proposed exceptions and/or
revisions shall be submitted as follows:
• Expectation: All exceptions and/or proposed revisions shown using solicitation
documents as the baseline document and the "Track Changes" feature of MS
Word.
• Required Format: MS Word.
The Procurement Coordinator will at his/her sole discretion determine the acceptability of
exceptions. Exceptions deemed unacceptable will be found non-responsive and will be
rejected.
Those not immediately deemed unacceptable will be considered if the Offeror is found to
be an Apparently Successful Offeror.
The foregoing should not be interpreted to prohibit either party from proposing additional
Contract terms and conditions during negotiation of the final Master Contract or
Amendment. DES, at its sole discretion, reserves the right to negotiate improvements to
responsive and responsible offers.
Apparent Successful Offerors will be expected to execute a Final Contract within 90
business days of its receipt of the state's proposed Final Master Contract. If an Apparent
Successful Offeror fails to sign a within Final Contract within the allotted 90-day time
frame, DES may consider the Apparent Successful Offeror to be non-responsive and may
cancel the intended Award.
Washington State Department of
Enterprise Services
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An Offeror's Response to this RFQQ constitutes acceptance of all requirements presented
in the RFQQ, and attachments.
1.4 Solicitation Amendments
DES reserves the right to revise the schedule or other portions of this RFQQ at any time.
Any changes or corrections will be made by one or more written Amendment(s), dated,
attached to or incorporated in and made a part of this RFQQ document. All changes must
be authorized and issued in writing by the Procurement Coordinator. If there is a conflict
between Amendments, or between an Amendment and the RFQQ, whichever document
was issued last in time shall be controlling. Only Offerors who have properly registered
and downloaded the original RFQQ directly via WEBS system will receive notification of
Amendments and other correspondence pertinent to the procurement. Offerors may be
required to sign and return Solicitation Amendments with their Response. Offerors must
carefully read each Amendment to ensure they have met all requirements of the RFQQ.
In the event that Solicitation Amendments are required as a submittal, Offeror must
complete, sign and scan any Solicitation Amendments issued.
• Expectation: One separate email attachment of a completed signed and scanned
file; labeled in accordance with the file naming convention specified below.
• Preferred Format: PDF
• File naming convention: ContractorName_AMD_01.pdf,
ContractorName_AMD_02.pdf, ContractorName AMD_03.pdf, etc.
• In the contents of this file, Offerors must observe the following:
o Do not include any exceptions, comments or special notations in this
document.
o Do not make any changes to this document other than to enter data where
requested and sign.
1.5 Incorporation of Documents into Contract
This RFQQ document, any subsequent Amendments and the Offeror's Response will be
incorporated into the resulting Master Contract.
1.6 Right to Cancel
DES reserves the right to cancel or reissue all or part of this RFQQ at any time as allowed
by law without obligation or liability.
1.7 Non-Endorsement and Publicity
In selecting Contractors, neither DES nor Purchasers endorse the Contractor's products
or services, or suggest they are the best or the only solution to their needs.
1.8 Economic and Environmental Coals
In support of the state's economic and environmental goals, although not an award factor
(unless otherwise specified herein), Offerors are encouraged to consider the following in
responding to this IFB:
• Support for a diverse supplier pool, including small, veteran-owned, minority-owned
and women-owned business enterprises. DES has established for this RFQQ
voluntary numerical goals of:
o 3 percent women-owned businesses (WBE);
Washington State Department of
�t Enterprise Services
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o 3 percent minority-owned businesses (MBE);
0 3 percent small businesses (SB);
o 3 percent veteran-owned businesses (VB).
Achievement of these goals is encouraged whether directly or through subcontractors.
Bidders may contact the Office of Minority and Women's Business Enterprises for
information on certified firms or to become certified. Also see Appendix I Procurement
Reform Small Business Fact Sheet.
• Use of environmentally preferable goods and services to include post-consumer
waste and recycled content.
In addition, the state welcomes participation by self-identified minority and woman
owned firms and strongly encourages such firms to become certified by OMWBE.
Participation may be either on a direct basis in Response to this RFQQ or as a
subcontractor to a Contractor.
Any affirmative action requirements set forth in federal regulations or statutes included or
referenced in the original RFQQ will apply. Nothing in this section is intended to prevent or
discourage Offerors from inviting MWBE, non-MWBE and other firms from participation.
Prior to Award, Apparent Successful Offerors will be asked to present their company
Diversity Plan for review. The plan is, to include how their company exercises
responsibility in the community through utilization of MWBE, veteran owned and small
businesses. If the Offeror does not have a Diversity Plan, one does not need to be created
to participate in this opportunity. Prior to performance, awarded Offerors who are MWBE
or intend to use MWBE subcontractors are encouraged to identify the participating firm(s)
to OMWBE.
2 SUMMARY OF OPPORTUNITY
2.1 Background and Scope
The state seeks one or more digital communications solutions for a completely scalable
and comprehensive service for digital communications management that will engage
agencies with automated, proactive communication that provides a Cloud-based solution
that is capable of managing multichannel digital communications —email, text messaging,
social media and more in one system. Access to this capability will be provided to the
public through the customer agency's website in order to facilitate self-service subscription
offerings for website users.
The Service will include hosting of the application by the selected service provider (i.e.,
Web-based), full option management of the data collected by the application and use of
the application itself by authorized Agency staff.
The Service sought will integrate seamlessly with the customer agency's existing website
and content-management process. The Service sought will be accessible through, but
distinct from, the existing customer agency's website. Any changes made to the customer
agency's website (e.g., a new content management system) should require minimal or no
configuration adjustments to the Service.
The Solicitation seeks a Service that will interface simply and intuitively; one example
might be allowing the customer to paste HTML links to the subscription options on its
website without custom programming or installation of additional hardware or software.
rWashington State Department of
Enterprise Services
Page 5 of 23
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The successful Service Provider will demonstrate an understanding of state agency
organization and need, and will demonstrate a capacity appropriate to the state's needs.
The Service will include all items required for implementation management, such as
training, integration support, application hosting-upgrades and 24X7 technical support.
The purpose of this RFQQ is to establish a competitive multi-vendor award of prequalified
Contractors for Purchasers to use.
The business goal is to balance business enablement, ease of use, collaborative capacity,
and capability with the requirement to maintain control and visibility at competitive prices.
Other vendors will not be added to the list of successful vendors after the completion of
the competitive award.
2.2 Contract Term
The initial term of this Contract shall be from date of last signature, through November 15,
2015.
The total term, including the initial term and all subsequent extensions, shall not go
beyond November 15, 2019 unless an emergency exists and/or special circumstances
require a partial term extension. DES reserves the right to extend with some or all of the
Contractors, solely determined by DES.
2.2.1 Contract Extensions
Extensions for additional terms shall be offered at the sole discretion of DES and will be
completed through documentation which confirms that a Contractor continues to meet
original RFQQ requirements.
Contractors that do not respond to extension offers from DES by the Contract expiration
date may be suspended for up to one year and then terminated until such time that
Contractor is deemed to be responsive by DES.
During this period, any additional Contract activity will be suspended until extension
offers are completed, returned and approved by DES.
2.2.2 Program Management
Except as prohibited by law, DES reserves the right to review the program's prequalified
pools/usage rate and use its sole discretion in determining which Contractors receive
extension offers.
2.3 Purchasers
With respect to use of this Contract, Washington State agencies, including but not limited
to DES, institutions of higher education, boards, commissions and political subdivisions
(e.g., counties, cities, school districts, or public utility districts) as set forth in the Interlocal
Cooperation Act, chapter 39.34 RCW and public-benefit nonprofit corporations that are
eligible to receive services from DES under chapter 39.26 RCW.
2.4 Award
DES intends to select and enter into Final Contracts with multiple Offerors as a result of
this RFQQ.
3 TERMS AND CONDITIONS
3.1 Ownership of Data
The state of Washington or any user of the Contract shall own all rights, title and interest
in its data as it relates to the services provided by this Contract.
Washington State
Enterprise Department
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The Service Provider will make the state of Washington's data and processes available to
third parties only with the express written permission of the state.
3.2 Clearing of Data
When requested by the state of Washington, the provider must destroy all requested data
in all of its forms, disk, CD / DVD, tape, paper, for examples. Data shall be destroyed
according to National Institute of Standards and Technology (NIST) approved methods
and certificates of destruction must be provided to the state of Washington.
3.3 Location of Data Storage
The Service Provider shall not store or transfer state of Washington data outside of the
United States.
3.4 Return of Data
In the event of termination of the Contract, the Service Provider shall implement an orderly
return of state of Washington assets and their subsequent secure disposal. During any
period of suspension, the Service Provider will not take any action to intentionally erase
any state of Washington Data.
3.5 Security of Data
The Service Provider must inform the state of Washington of any security breach or
detection of any suspicious intrusion that is or has occurred that jeopardizes the state of
Washington data or processes. This notice must be given to the state of Washington
within 24 hours of its discovery. Full disclosure of the assets that might have been
jeopardized must be made. In addition, the Service Provider must inform the state of
Washington of the actions it is taking or will take to reduce the risk of further loss to the
state. If the breach requires public notification, all communication shall be coordinated with
the state of Washington.
The Service Provider shall: ensure that state information is protected with reasonable
security measures, promote and maintain among the Service Provider's employees and
agents an awareness of the security needs of the state's information, safeguard the
confidentiality, integrity, and availability of state information and ensure that appropriate
security measures are put in place to protect the Service Provider's internal systems from
intrusions and other attacks.
The Service Provider shall not utilize any staff (including sub-contractors) to fulfill the
obligations of the Contract who has been convicted of a felony or class A misdemeanor.
The Service Provider will not access state of Washington User accounts, or state of
Washington Data, except (i) in the course of data center operations, (ii) response to
service or technical issues or (iii) at state of Washington's written request.
The Service Provider must encrypt all non-public data in transit to the cloud. In addition,
the Service Provider will comply with the ISO/IEC 27001 standard for information security
management systems, providing evidence of their certification or pursuit of certification.
All vendors need to be able to protect Category 1 and Category 2 data.
Vendors seeking consideration for award in the Secure Category must be able to meet
Category 3 security requirements.
Contractor will cover the costs of response and recovery from a data breach. Agency will
recover all breach costs from Contractor.
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3.6 Additional Roles
The Service Provider shall disclose to the state of Washington a description of their roles
and responsibilities related to electronic discovery, litigation holds, discovery searches
and expert testimonies. The provider shall disclose its process for responding to
subpoenas, service of process and other legal requests.
4 TIMELINE
4.1 Projected Procurement Schedule
4.1.1 The dates listed on the cover page represent the projected procurement schedule for
this RFQQ. DES reserves the right to change the schedule. Notification of changes to
the procurement schedule prior to Response opening will be sent electronically to all
properly registered users of Washington's Electronic Business Solution (WEBS) who
downloaded this RFQQ from WEBS. Changes to the procurement schedule after
Response opening may be communicated to all Offerors reflecting the change.
4.1.2 Additional Enrollment Opportunities
DES may post these original requirements and seek additional Offers through a similar
competitive process at a future time at the DES Contract Administrator's discretion after
advice from the sourcing team that significant new capabilities have developed in the
market.
4.2 Offerors Questions
Questions regarding this RFQQ will be allowed consistent with the dates specified in the
procurement schedule on the cover page. All questions and requests for modified terms
must be submitted in writing to the Procurement Coordinator.
DES will provide written answers for questions received by the question and answer
period's deadline. Answers will be posted as an amendment. Verbal responses to
questions will not be provided. Bidders will not be identified in answers.
When the question and answer period is complete, additional comments will be for the
purpose of informing the Procurement Coordinator of an issue only. Questions and
comments received outside the question and answer period will not be answered or
acknowledged.
Complaints: Issues or concerns not resolved to an Offeror's satisfaction during the normal
question and answer period may be addressed prior to the Response due date and time
through the process detailed in Appendix C, Protest Procedures.
4.3 Information Availability
In accordance with RCW 39.26.030(2), Response contents (including pricing information)
and evaluations are exempt from disclosure until DES announces Apparent Successful
Offerors.
4.4 Optional Offeror Debriefing
Offerors have three business days to request a debriefing conference following DES'
announcement of Apparent Successful Offerors. The requested debriefing conference
must occur in accordance with the dates specified on the cover page. The request must be
in writing (e-mail acceptable) and addressed to the Procurement Coordinator. Only
Offerors who submit a Response may request an optional debriefing conference to
discuss the evaluation of Responses.
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4.5 Protest Procedures
Only Offerors who have submitted a Response to this RFQQ and have had a debriefing
conference may submit a protest. Further information regarding the grounds for, filing and
resolution of protests is detailed in Appendix C, Protest Procedures.
5 INSTRUCTIONS TO OFFERORS
5.1 Authorized Communication
Upon release of this RFQQ, all communications concerning this RFQQ must be directed
to the Procurement Coordinator listed on the front page of this RFQQ. Unauthorized
contact regarding this RFQQ with other state employees or customer advisory team
members involved with the RFQQ may result in disqualification. All oral communications
will be considered unofficial and non-binding on DES. Offerors should rely only on written
statements issued by the Procurement Coordinator, such as Solicitation Amendments.
5.2 Offeror Communication Responsibilities
Offerors will be responsible for communicating to the Procurement Coordinator any
issues, exceptions, additions or omissions concerning the RFQQ on or before the
Response due date and time. Where requirements appear to prohibit or restrict
participation, an explanation of the issue with suggested alternative language should be
submitted in writing to the Procurement Coordinator by the deadline for questions and
comments indicated on the cover page. The Solicitation process may continue. If changes
result, written Amendments will be made by the Procurement Coordinator and provided by
posting them to WEBS as indicated above.
While Bidder input will be considered, the Procurement Coordinator is under no obligation
to respond, implement or otherwise share the input provided with the pool of potential
Offerors. Further, if additional clarification is necessary such communication shall not be
considered as negotiation with the Offeror.
These communications will be accepted via email to the Procurement Coordinator,
telephone calls cannot be accepted. Failure to notify DES of an issue by the deadline may
be considered to be a waiver of the issue by the Offeror for protest purposes. Offerors are
encouraged to make any inquiry as early in the process as possible to allow DES to
consider and Respond; however, no Response is required.
5.3 Offeror Authorized Representative
Offeror must designate an authorized representative who will be the principal point of
contact for the Procurement Coordinator for the duration of the Solicitation process.
Offeror shall complete Appendix D, Bidder Profile.
5.4 Washington's Electronic Business Solution (WEBS)
Offerors are solely responsible for.-
1. Properly registering with WEBS at WEBS for Vendors
2. Maintaining an accurate Offeror profile in WEBS
3. Downloading the Solicitation consisting of the RFQQ with all related attachments
and exhibits for which your company is interested in competing for
4. Downloading all current and subsequent Amendments to the Solicitation
To ensure receipt of all Solicitation documents, the RFQQ for this Solicitation must be
downloaded from WEBS. Notification of Solicitation Amendments will only be provided to
those Offerors who have registered with WEBS and have downloaded the RFQQ from
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WEBS. Failure to do so may result in a potential Offeror having incomplete, inaccurate, or
otherwise inadequate information, or a Offeror submitting an incomplete, inaccurate, or
otherwise inadequate Response. Offerors and potential Offerors accept full responsibility
and liability for failing to receive any Amendments resulting from their failure to register
with WEBS and download the RFQQ from WEBS and hold DES harmless from all claims
of injury or loss resulting from such failure.
5.5 Offeror Responsiveness
Offeror must respond to each question/requirement contained in this RFQQ. Failure to
comply with any applicable item may result in the Response being deemed non-
responsive and disqualified.
DES reserves the right to consider the actual level of an Offerors compliance with the
requirements specified in this RFQQ and to waive informalities in a Response.
Informalities are immaterial variation from the exact requirements of the RFQQ, having no
effect or merely a minor or negligible effect on quality, quantity, or delivery of the supplies
or performance of the services being procured and the correction or waiver of which would
not affect the relative standing of, or be otherwise prejudicial to Offerors.
5.6 Withdrawal or Modification of Response
Offerors are liable for all errors or omissions contained in their Responses.
- After Response submittal but prior to Response opening: The Offeror may modify
or withdraw his/her Response at any time prior to the Response due date and time
by providing a written request to the Procurement Coordinator from an authorized
representative of the Offeror.
- After Response opening: No Response shall be altered or amended. DES may
allow a Response to be withdrawn if the Offeror demonstrates that the prices were
miscalculated. A low Offeror, who claims error and fails to enter into a Master
Contract with DES, may not participate in bidding on the same commodity or
service if a Solicitation is subsequently reissued by DES.
DES reserves the right to contact Offeror for clarification.
5.7 Proprietary or Confidential Information
All Responses submitted become the property of DES and a matter of public record after
DES announces Apparent Successful Offerors.
Any information contained in the Response that is proprietary or confidential must be
clearly designated. Marking of the entire Response or entire sections of the Response as
proprietary or confidential will not be accepted nor honored. DES will not honor
designations by the Offeror where pricing is marked proprietary or confidential.
See the Proprietary or Confidential Information subsection of the Proposed Master
Contract.
6 BIDDER QUALIFICATIONS
6.1 Established Business
Prior to commencing performance, or prior to that time if required by DES, Purchaser, law
or regulation, Contractor must be an established business firm with all required licenses,
facilities, equipment and trained personnel necessary to meet all requirements and
perform the work as specified in the Solicitation. Contractor shall maintain compliance with
these requirements throughout the term of this Contract.
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DES reserves the right to require receipt of proof of compliance with said requirements
within 10 calendar days from the date of request and to terminate this Contract as a
material breach for noncompliance with any requirement of this paragraph.
6.2 Federal Funding
See the Federal Funding subsection of Appendix B, Proposed Final Contract.
6.3 Federal Restrictions on Lobbying
The Offeror certifies, by submittal of a Response to this RFQQ, that under the
requirements of Lobbying Disclosure Act, 2 U.S.C., Section 1601 et seq., no Federal
appropriated funds have been paid or will be paid, by or on behalf of the Contractor, to any
person for influencing or attempting to influence an officer or employee of any Agency, a
Member of Congress, an officer or employee of Congress, or an employee of a Member of
Congress in connection with the awarding of any Federal Contract, the making of any
Federal grant, the making of any Federal loan, the entering into of any cooperative
agreement and the extension, continuation, renewal, amendment, or modification of any
Federal Contract, grant, loan, or cooperative agreement. See the Federal Restrictions on
Lobbying subsection of the Proposed Master Contract.
6.4 Debarment and Suspension
The Offeror certifies, by submittal of a Response to this RFQQ, that neither it nor its
"principals" (as defined in 49 CFR. 29.105 (p) or RCW 39.26.010 (9) or other state statute,
regulation or policy) is presently debarred, suspended, proposed for debarment, declared
ineligible, or voluntarily excluded from participation in this transaction by any Federal or
state department or Agency. See the Federal Debarment and Suspension subsection of
the Proposed Master Contract.
6.5 Use of Subcontractors
Specific restrictions apply to Contracting with current or former state employees pursuant
to chapter 42.52 RCW. Offerors should familiarize themselves with the requirements prior
to submitting a Response.
Contractor remains liable for actions of any Subcontractor in all damage provisions,
including intellectual property indemnification and consequential damages.
6.6 Offerors Technical Requirements
Offerors will find the state's requirements detailed in Appendix E, which follows this RFQQ
and are directed to complete that document in its entirety following the directions provided
there.
6.7 Clarification Conferences
Offerors may be asked to participate in a conference to clarify the role the state would play
in implementation of a proposed service.
7 SUCCESSFUL BIDDER RESPONSIBILITIES
7.1 No Costs or Charges
Costs or charges under the proposed Master Contract incurred before a Master Contract
is fully executed will be the sole responsibility of the Offeror.
7.2 Post Award Conferences
Awarded Contractors may be required to attend a post award conference scheduled by
the Procurement Coordinator to discuss Contract performance requirements. The time
and place of the conference would be scheduled following Award.
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7.3 Fees and Reporting
All Master Contracts executed as a result of this RFQQ will be subject to a management
fee. Collection and remittance of the fee shall be conducted in accordance with the
provisions set forth in Appendix B, Proposed Final Contract.
The management fee will be 0.74 percent of the purchase price for work performed.
The management fee is to be included in Response pricing and shall not be presented to
users as a separate line item. Awarded Contractors will collect and distribute the fee to
DES.
The management fee will be periodically reviewed to ensure that the program is self-
supporting.
Contractor shall provide a quarterly sales report to DES in accordance with the provisions
set forth in Appendix B, Proposed Final Contract.
7.4 Contract Management
Upon awarding a Master Contract, Contractor will have Contract management
responsibilities detailed in Appendix B, Proposed Final Contract .
7.5 Insurance
Successful Offerors are required to obtain insurance to protect state Purchasers should
there be any claims, suits, actions, costs, or damages or expenses arising from any
negligent or intentional act or omission of the Contractor or its subcontractor(s), or their
agents, while performing work under the terms of any Master Contract resulting from this
RFQQ. Offerors will find a complete description of the specific insurance requirements in
the proposed Master Contract terms in Appendix B, Proposed Final Contract.
7.6 Statewide Payee Desk
In order to receive payment, Contractors are required to be registered with the Statewide
Payee Desk maintained by DES for processing Contractor payments. Purchasers who are
Washington State agencies cannot make payments to Contractors until the Contractors
are registered. Registration materials are available here: Receiving Payment from the
State.
8 PRICING
8.1 Overview
Response prices must include all cost components needed to provide services as
described in this RFQQ. All costs associated with services must be incorporated into the
price submitted in the Offeror's Response.
Failure to identify all costs in a manner consistent with the instructions in this RFQQ is
sufficient grounds for disqualification.
No volume commitments specified in this RFQQ. The proposed pricing levels should
reflect the market provided by the Master Contract resulting from this RFQQ.
Offerors are asked to include details on volume and tiered pricing as directed in Appendix
E. Offerors will include all additional pricing options in their Appendix E presentation;
including volume discounts, tier pricing structures, etc.
8.2 Financial Grounds for Disqualification
Failure to identify all pricing quotations in a manner consistent with the instructions in this
RFQQ is sufficient grounds for disqualification.
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8.3 Taxes
Contractor must collect and report all applicable state taxes.
8.4 Price Quotation
Offeror must provide a cost per user per month rate in accordance with the instructions
detailed in Appendix E.
Offeror agrees that rates quoted in the Response and included are to be considered all-
inclusive rates to include all expenses (e.g., overhead, insurance and administration
including but not limited to the management fee) except, in limited circumstances.
8.5 No Best and Final Offer
DES reserves the right to make an Award without discussion of the Response; i.e., there
will be no best and final offer request. Therefore, the Response should be submitted on
the most favorable terms that Offeror intends to offer.
8.6 Price Adjustments
For the initial term of a Master Contract resulting from this RFQQ, Offeror must guarantee
to provide services at no higher than the proposed rates. Prices quoted shall not be
increased during the initial term of the Contract. Thereafter, Contractor requests for
adjustments in pricing will be considered at the sole discretion of DES and in accordance
with Appendix B. Proposed Final Contract.
9 PREPARATION OF RESPONSES
All Responses must be emailed to desmiitsas a.desma.gov using the formats described in
this document.
9.1 Due Date and Time
Responses in their entirety must be received by DES no later than the Response due date
and time indicated on the cover page. The "receive date/time" posted by DES's email
system will be used as the official time stamp but may not reflect the exact time received.
Bidders should allow sufficient time to ensure timely receipt. Late Responses will not be
accepted and will be automatically disqualified from further consideration.
DES assumes no responsibility for delays caused by Offeror's e-mail, network problems or
any other party.
All Responses and any accompanying documentation become the property of DES and
will not be returned.
Responses may not be transmitted using facsimile transmission.
9.2 Identification and Delivery
Each emailed Response must include the Offeror's Company name as the first word of the
subject line. Offerors may break email submittals into multiple emails provided each email
clearly indicates in the subject line its overall place in the series, as well as the total
number of separate emails being sent. For example: If ABC Company is submitting their
response as three separate emails, the subject line of the first should be "ABC Company
Response 1 of 3"; the next email's subject line would be "ABC Company Response 2 of
3"; etc.
9.3 Email / File Size
Offerors are cautioned to keep email sizes to less than 25 Mb. Also, to keep file sizes to a
minimum, Offerors are cautioned not to use graphics in their Responses.
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9.4 Format
Required submittals, formats and file naming conventions are detailed below and must be
included as attachments to the emailed Response.
All attachments must strictly adhere to the format and file naming conventions set forth
therein. Zipped files cannot be received by DES and must not be used in Responses.
All files in the Offeror's Response must be formatted in Microsoft Word, Microsoft Excel,
PDF, or as otherwise outlined herein.
Formats not identified herein may be accepted only with prior written approval of DES.
DES will not accept zipped files. Use of the file naming conventions as outlined herein is
mandatory.
Submitting a link for a cloud box is not an acceptable means for the submission of proposals.
Proposals in their entirety will only be accepted at the email address identified at paragraph 9.
9.5 Checklist of Required Submittals
Offerors must include, at a minimum, the following electronic submittals attached to an
email.
❑ The Response must include a PDF with the signature of an authorized Bidder
representative on all documents requiring a signature.
❑ The Response must include a PDF with the signature of an authorized Bidder
representative of any Amendments identified as required in the WEBS posting.
❑ Certifications and Assurances; Signature Required.
Offeror must complete, sign and scan Appendix A: Certifications and Assurances. The
signature block must be signed by a representative authorized to bind the Offeror to the
offer. In the contents of this file, Offerors must observe the following:
• Do not include any exceptions
Expectation: One separate email attachment of a completed signed and
scanned file; labeled in accordance with the file naming convention specified
below.
• Preferred Format: PDF.
• File naming convention: OfferorName_CA.pdf.
— No notations in this document.
— No changes to this document; enter data where requested and sign.
❑ Appendix D, Bidder Profile
Offeror must complete Appendix D, Bidder Profile as instructed in the submittal.
• Expectation: One separate email attachment of a completed file; labeled in
accordance with the file naming convention specified below.
• Required Format: MS Excel.
• File naming convention: OfferorName_PROFILE.xls (.xlsx acceptable).
• In the contents of this file, Offerors must observe the following:
— Do not include any exceptions, comments or special notations in this
document.
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- Do not add any shading or other special formatting to any of the cells,
columns or rows of the spreadsheet. Do not make any changes to the
spreadsheet template provided other than to enter data where requested.
- Use the following format for all telephone and facsimile numbers: (123)
555-1234.
- Use standard two-letter U.S. Postal Service abbreviations for state names
in all addresses (e.g., "WA" rather than "Washington").
❑ Appendix E, Response Requirements, Pricing, and Vendor References
Offeror must complete Appendix E, Requirements, Pricinq and Vendor References as
instructed in the submittal.
• Expectation: One separate email attachment of a completed file; labeled in
accordance with the file naming convention specified below.
• Preferred Format: MS Word.
• File naming convention: OfferorName_QUALIFICATIONS.doc (.docx
acceptable).
• In the contents of this file, Offerors must observe the following:
- Do not include any exceptions, comments or special notations in this
document.
- Do not add any shading or other special formatting to any of the cells,
columns or rows of the table. Do not make any changes to the template
provided other than to check boxes and enter data where requested.
10 EVALUATION AND AWARD
10.1 Award Criteria
DES may execute multiple Master Contracts as a result of this RFQQ. Awards will be
awarded based on the Apparent Successful Offerors' abilities to meet all of the
mandatory requirements established in Appendix E. If multiple Master Contracts are
awarded they will be included in an unranked group.
Offerors whose Responses are determined to be non-responsive will be rejected and will
be notified of the reasons for such rejection.
Contract Award will be based on the evaluation and award criteria established herein
and will be in accordance with provisions identified in RCW 39.26.160 and other criteria
identified in the RFQQ.
DES reserves the right to use references to confirm satisfactory customer service,
performance, satisfaction with service/product, knowledge of products/service/industry
and timeliness; any negative or unsatisfactory response may be an adequate reason for
rejecting a Bidder as non-responsible and unable to suit the needs of the state. DES
reserves the right to waive a reference check. Bidders deemed non-responsible may be
rejected.
10.2 Clarification
To aid in the evaluation process, after Response due date and time, DES may require
individual Offerors to participate at a date, time and place determined DES for the
purpose of conducting discussions to determine whether both parties have a full and
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complete understanding of the nature and scope of contractual requirements. In no
manner shall such action become, or be construed as, negotiations or an indication of
DES's intention to award.
10.3 Initial Review
Responses will be reviewed initially by the Procurement Coordinator and authorized
personnel to determine, on a pass/fail basis, whether each Response meets all the
administrative requirements specified herein.
10.4 Responsibility
During evaluation, DES reserves the right to make reasonable inquiry to determine the
responsibility of any Offeror. Requests may include, but are not limited to, financial
statements, credit ratings, references, record of past performance, clarification of
Offeror's proposal and on-site inspection of Offeror's or Offeror's subcontractor's
facilities. Failure to respond to said request(s) may result in a Response being rejected
as non-responsible.
10.5 Evaluation
Responses will be initially reviewed on a pass/fail basis to Determine Responsiveness
and Responsibility. Those proposals that receive a failure in any one category will not
move forward to the first round of Mandatory Requirements Evaluations. Only those
responses meeting the responsive and responsibility requirements will be further
evaluated.
The Procurement Coordinator reserves the right to determine at its sole discretion
whether an Offeror's response to a mandatory requirement is sufficient to meet state
needs. However, if all responding Offerors fail to meet any single mandatory item, DES
reserves the right, as its option, to either: (1) cancel the procurement, or (2) revise or
delete the unattainable mandatory item.
An evaluation team will review and score the proposals in a process consisting of two
rounds.
In the first round, there will be Thirty (30) points available. All proposals must respond
and meet the mandatory requirements specified in Appendix E. Those proposals that
met the mandatory requirements will move forward to the second round of evaluations to
include a Demonstration of their proposed solution. Each firm selected to participate in
the Demonstration will receive one (1) hour to present their offering to an evaluation
team. The evaluation team will use the requirements found in Appendix E as the items to
be considered.
Seventy (70) points will be available in these demonstrations.
• During Demonstration, evaluators will consider the value of each offering by
comparing the demonstrated capabilities with the offered cost. Twenty (20) points
will be available to the evaluators.
• Evaluators will also consider the applicability and quality of the services offered.
Fifty (50) points will be available to the evaluators.
This will bring the total points available in the demonstration to seventy (70). Final
selection will consider points assigned in rounds one and two. The finalists will be those
Contractors that offer the best proposals that meet the mandatory requirements and are
in the best interest of the state.
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Offerors should be prepared to present a demonstration as described in this solicitation
and schedule as indicated on the cover page.
10.6 Design Review
During the evaluation process, a review of proposed systems may get underway. This
review will evaluate the safety, security and the compatibility of proposed services with
state criteria. Offerors may be contacted by the reviewers. A review of the proposed
system does not indicate intent to award.
10.7 Notification of Apparent Successful Bidders
All Offerors responding to this RFQQ will be notified when DES has made a determination
of the Apparent Successful Offeror(s) who will establish a prequalified and unranked
Offeror pool. The date of announcement of the Apparent Successful Offeror(s) will be the
date of the notification from DES.
10.8 Negotiation
The state reserves the right to negotiate with Apparent Successful Offerors, or to accept
and proceed with their offers exactly as offered.
raj Washington State Department of
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APPENDICES
Appendix A, Certifications and Assurances
Appendix
Certifications and
Appendix B, Proposed Final Contract
IN--
Appendix
B Proposed Master
Appendix C, Protest Procedures
Appendoc C_Protest
Procedures A.docx
Appendix D, Bidder Profile , +
7-
Appendix D_Bidder
Profile.x Isx
Appendix E, Response Requirements, Pricing Offer and
Evaluation Criteria
Appendix E
Requirements.doc
Appendix G, Definitions
Appendix G
Definitions.docx
Appendix I: Procurement Reform Small Business Fact L��.�
Sheet
Procurement Reform
Small Business Fact S
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Solicitation Amendment
RFQQ 01313 — Digital Communication Solutions
Amendment Number: 01
Date Issued: November 08, 2013
Purpose of the Amendment:
To provide questions and answers raised by potential Offerors after the posting of RFQQ 01313, Digital
Communication Solutions on October 28, 2013.
Effect of the Amendment:
All answers or clarifications detailed below are to be considered official and binding on Offerors for the
aforementioned Solicitation upon execution of the Contract, unless specifically amended later in time.
Questions and Answers:
I. Q: Does the system need two way communication?
A: If the system allows for direct messaging back to the agency's social media user credentials, then
we would want two-way communication. However, we don't want it to allow the person to "reply
all" and spam everyone on the mailing list. However, this would be a "nice to have" not a "have to
have" requirement.
2. Q: Is the WA DES Department looking for a Cloud Base Software as a Service Provider?
A: Yes.
3. Q: Can the Cloud Service Provider provide the digital communication—web base solution from
their own host Data Center or will service be housed at the DES Department Agency Data Center?
A: Yes,the solution can/should be housed at the Service Providers data center.
4. Q: "email,text messaging, social media and more in one system.Access to this capability will be
provided to the public through the customer agency's website in order to facilitate self-service
subscription offerings for website users"
Can you define and more?
Is there a reason voice services are not included?
Is it intent of DES to respond to Social Media posts,tweets and comments in an automated
fashion, or do you anticipate some responses to be pivoted to a more private conversation?
Regarding text messaging,do you intend to develop a mobile application?
A: "and more" would be all of the reporting capabilities (distribution rates, open rates, click
through rates, etc.), automated list hygiene functions,A/B message testing functionality, ease of list
management, user account permissions management, etc. Basically, it is the 7 pages of
requirements for the system that are contained in the RFQQ. We refer the contractor back to the
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Scope of Work. It is the responsibility of the contractor to be familiar with the requirements of the
Scope of Work.
Voice services are not included in our RFQQ. The intent is to moderate responses to Social Media
post, comments, etc. and respond appropriately. Some conversations may be pivoted to a private
conversation while others remain in a public fashion. We intend for the system to have capabilities
to send to mobile applications, and be interfaced through an internet connection on a mobile
device. DES does not have current plans to develop a mobile application in-house, however it may
be a possibility in the future which will be addresses in a new RFP
5. Q: Would DES please define more clearly the expectations for self-service subscription offerings
for website users?
A: Users should be able to modify their own subscriptions and un-subscribe through a webpage
without the assistance of a member of DES or customer staff. The process should be automated.
6. Q: Is there an estimate of the number of agency staff total that will use the application?
A:Not at this time. Agency staff numbers will vary and will need options for different
administrative roles & permissions
7. Q: Is there a criterion for understanding of state agency organization and need? Can DES further
clarify?
A: No there is no common ground as this is a new requirement for the State of Washington, there
is no historical data to rely on.
8. Q: Will DES consider an extension on both question and answer period and due date for RFQQ?
A: Not at this time, the solicitation procurement schedule allows for sufficient and reasonable time
to provide for responds to the solicitation.
9. Q: In 8.1,the RFQQ specifies that there will not be a volume commitment to the award.
However, can DES give the bidders an idea of the volume of work that will be assigned to the
project? Can DES discover how many campaigns or projects are run each year using this type of
technology?
A: No. This information is unknown. We currently do not know how many state agencies will use
the contract or the amount of different lists they have or the amount of subscribers each agency
may have.
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10. Q: Under the price quote,you have requested a cost peruser per month rate. In addition,there
is no best and final offer.A number of users estimate will accommodate the best and final. Please
provide an estimate of users in the project.
A: As a new requirement, there is no historical data available to establish a user estimate. Correct
there is no offer of a best and final. DES may not conduct a best and final offer, so ensure the cost
proposal you submit is your best and final offer.
This Amendment does not require and acknowledgement or submission with Responses. All
other terms, conditions, and specifications remain unchanged.
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Enterprise Department
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Washington State Department of
Enterprise Services
CONTRACT 01313 DIGITAL COMMUNICATION SOLUTIONS, PRICING
STATE AGENCIES
Pricing Per Agency
Users Annual Percent Dollar Annual
From To Commercial Fee Discount Discount Agency Fee
2,000,000 > $90,000 25% $22,500 $67,5000
1,000,000 1,999,999 $75,600 25% S18,900 S56,700
500,000 999,999 $51,600 15% S7,740 S43,860
250,000 499,999 $35,088 15% S5,263 S29,825
100,000 249,999 $23,856 15% S3,578 S20,278
50,000 99,999 $16,224 5% S811 S151413
< 50,000 $12,500 0% $ - S12,500
One-time setup fee is 15% of the Annual Fee and includes the following services:
• Setup of an unlimited number of administrators
• Site analysis and recommendations of where to add GovDelivery functionality
• Subscription functionality based on web publishing process
• Technical assistance with placement of HTML links to subscription functionality
• Unlimited online administration tools and training for staff
• Setup coordination from client services
Tier pricing is based on the number of Users for a specific state agency and is measured prior to
implementation. Users are defined by the number of unique visits to the website on a quarterly basis.
The number of unique visits is reported by a commercially validated tool. Once the price is set it
remains the fixed annual price for the term of the agreement.
The above is fixed and guaranteed pricing that will last for the term of the contract.
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Washington State Department of
Enterprise Services
(VON-STATE AGENCIES
A MASTER CONTRACTS USE AGREEMENT(MCUA)MUST BE IN PLACE PRIOR TO UTILIZING THIS CONTRACT.
Pricing Per Political Subdivision
Up to Annual Percent Dollar Annual Fee One-Time
Population Commercial Fee Discount Discount Setup Fee*
2,000,000 $240,000 25% $60,000 $180,000 $21,600
1,750,000 $210,000 25% $52,500 $157,500 $18,900
1,500,000 $180,000 25% $45,000 $135,000 $16,200
1,250,000 $150,000 25% $37,500 $112,500 $13,500
1,000,000 $120,000 25% $30,000 $90,000 $12,600
900,000 $95,295 15% $14,295 $81,000 $11,340
800,000 $84,706 15% $12,706 $72,000 $10,080
700,000 $74,118 15% $11,118 $63,000 $8,820
600,000 $63,529 15% $9,529 $54,000 $7,560
500,000 $52,941 15% $7,941 $45,000 $6,300
400,000 $42,353 15% $6,353 $36,000 $5,040
300,000 $31,764 15% $4,764 $27,000 $4,050
250,000 $25,263 5% $1,263 1 $24,000 $3,600
200,000 $24,211 5% $1,211 $23,000 $3,450
175,000 $23,947 5% $1,197 $22,750 $3,413
150,000 $22,105 5% $1,105 $21,000 $3,150
125,000 $19,079 5% $954 $18,125 $2,719
100,000 $17,368 5% $868 $16,500 $2,475
90,000 $16,389 5% $819 $15,570 $2,336
80,000 $16,253 5% $813 $15,440 $2,316
70,000 $15,474 5% $774 $14,700 $2,205
60,000 $14,842 5% $742 $14,100 $2,115
50,000 $14,053 5% $703 $13,350 $2,003
40,000 $12,800 0% $ - $12,800 $1,920
30,000 $12,000 0% $ - $12,000 $1,800
20,000 $10,000 0% $ - $10,000 $1,500
*One-time setup fee includes the following services:
• Setup of an unlimited number of administrators
• Site analysis and recommendations of where to add GovDelivery functionality
• Subscription functionality based on web publishing process
• Technical assistance with placement of HTML links to subscription functionality
• Unlimited online administration tools and training for staff
• Setup coordination from client services
The above is fixed and guaranteed pricing that will last for the term of the contract.
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