request for proposals


Jan 29, 2015 - DSHS - Department of Social and Health Services, State of Washington or its designee agency for .... an amendment and this document, wh...

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REQUEST FOR PROPOSALS # 1456-527 Project Title:

Telecommunications Relay Services

Contract Period:

July 1, 2015 through June 30, 2020. DSHS reserves the right to extend the term for up to two more years in its sole discretion.

Proposal Due Date:

All Proposals must arrive by 3 pm Pacific Standard time on Monday, April 13, 2015.

Submit Proposal To:

Proposal Delivered by Mail: Meredithe Quinn-Loerts, RFP Coordinator Department of Social and Health Services Operations Support & Services Division Central Contract Services PO BOX 45811 Olympia, WA 98504-5811

Proposal delivered by Express / Hand Delivery, Or Courier: Meredithe Quinn-Loerts, RFP Coordinator Department of Social and Health Services Operations Support & Services Division Central Contract Services 1115 S. Washington St. Olympia, WA 98504

WEBS:

Procurement Website:

https://fortress.wa.gov/ga/webs/ http://www.dshs.wa.gov/CCS/

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RFP TABLE OF CONTENTS Section A. Summary of Project ...................................................... 3 Section B. Procurement Process ................................................... 6 Section C. Proposal Contents ..................................................... 15 Section D. Evaluation .................................................................. 20

Checklist for Responsiveness………………………………..Exhibit A Bidder Certification and Assurances Form ........................ Exhibit B Procedure for ASA Penalty Assessment……………………Exhibit C Sample Contract ............................................................... Exhibit D WA TRS TRS and CTS Conversation Minute Data..……...Exhibit E Contractor Intake Form ………….…………………………...Exhibit F

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SECTION A. SUMMARY OF PROJECT 1.

Purpose of Request for Proposals

The state of Washington, Department of Social & Health Services, hereafter called "DSHS", is initiating this Procurement to solicit proposals from firms capable of providing Washington residents who are deaf, deaf-blind, hard of hearing and/or speech-disabled with access to and use of the public switched telephone network. Therefore, it is the primary objective of this Procurement to procure unrestricted, statewide, fully functional, state-of-the-art, Telecommunications Relay Service (TRS) and a Captioned Telephone Service (CTS). The requirements outlined in the RFP are based on the certification requirements of the Federal Communications Commission (FCC) under the Americans with Disabilities Act, the Washington State Senate Substitute Bill 6377, and the recommendations of the 1991 Washington State TTY Task Force. The contract will be administered by the Office of the Deaf and Hard of Hearing pursuant to delegated authority. This Procurement is to solicit bids from Telecommunications Relay Service (TRS) providers for the provision of statewide, Telecommunications Relay Services, including Captioned Telephone Service, pursuant to Title IV of the Americans with Disabilities Act, FCC 47 C.F.R. § 64.601 – 64.606. 2.

Project Scope and Background

The scope and intent of the relay system implemented and managed by the Bidder shall be to provide users with access to and use of a telephone network in a manner that is functionally equivalent to that provided to and utilized by those who are not have a hearing loss or speech disability. Accordingly, the Washington Telecommunications Relay Service (WATRS) shall be designed to enable persons with a hearing or speech-disability utilizing an appropriate assistive telecommunication device, such as a TTY, Captioned Telephone, telebraille, computer terminal, or VCO capable phone, to place telephone calls to standard telephone users (and vice versa) by using the telephone communications relay assistance of a Relay Operator (RO) at all times. 3.

Minimum Qualifications a. The Bidder must be licensed to do business in the State of Washington. b. The Bidder must have at least five years’ experience providing TRS and CTS through a contract with two or more individual states for the design, operational management, and provision of telecommunications relay services

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to persons who are deaf, deaf-blind, hard of hearing, and speech-disabled pursuant to applicable federal telecommunications statutes, regulations and orders governing TRS. c. The Bidder shall provide, as part of its proposal, evidence or supporting documentation to prove that all of its and/or subcontractor’s associated circuits that are utilized to process calls in any Relay Center owned or operated by the Bidder participates in the Telecommunications Service Priority Program (TSP) with a minimum priority level assignment of 3 (as defined at URL: http://www.dhs.gov/telecommunications-service-priority-tsp.) d. Bidder must meet all minimum standards and regulations relating to TRS as promulgated by the Federal Communications Commission in 47 C.F.R. Section 64.601 et seq., and all applicable FCC Rule and Orders. e. Bidder must provide all necessary facilities, equipment, software, circuits, telephone service, staff, training, implementation, operational management, billing, testing, reporting and other program elements as may be needed for the provision of TRS. f.

Bidder must provide fully functional SS7 or an operationally better signaling system capability for calls within their network and possess the ability to transfer calls outside their network with all call information.

g. Bidder must have a demonstrated capability of providing Captioned Telephone Services and features on a nationwide availability basis for a minimum of two (2) years. h. Bidder must meet all minimum standards and regulations relating to CTS as promulgated by the Federal Communications Commission in 47 C.F.R. Section 64.601 et seq., and applicable FCC Rule and Orders. Any future standards and regulations that may be required by the FCC and the Washington Utilities and Transportation Commission, as applicable, after the release of this Procurement are incorporated by reference as minimum standards. Where there is a difference between the federally promulgated TRS standard and the standard of a requirement of this Procurement, the stricter standard of the two shall prevail relative only to that portion of the standard that differs. Bidders who do not meet these minimum qualifications shall be deemed nonresponsive and will not receive further consideration. 4.

Funding DSHS has budgeted an amount not to exceed $6.5 Million for this project. DSHS may reject any Proposal in excess of that amount. Any contract awarded is contingent upon the availability of funding.

5.

Auxiliary Aids and Services

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DSHS will provide access to this RFP document to individuals with disabilities. Please contact the RFP Coordinator to request auxiliary aids and services for this RFP. If an individual believes that the department has discriminated on the basis of a disability, please contact the DSHS Investigations Unit (IU) for the Nondiscrimination Policy Brochure and complaint process. The brochure can be found at http://www.dshs.wa.gov/pdf/Publications/22171.pdf. 6.

Minority & Women’s Business Enterprises (MWBE) and VeteranOwned Business Enterprises In accordance with the legislative findings and policies set forth in RCW 39.19, 43.60A.200, and 39.29.052, the State of Washington encourages participation by veteran-owned business enterprises and Minority- & Women-Owned Business Enterprises (MWBE), either self-identified or certified by, respectively, the Department of Veterans Affairs or the Office of Minority & Women’s Business Enterprises (OMWBE). While the State does not give preferential treatment, it does seek equitable representation from the veterans, minority and women’s business communities. Participation by veteran-owned and MWBE contractors may be either on a direct basis in response to this RF* or as a subcontractor to a contractor. However, no preference will be given in the evaluation of Bids, no minimum level of MWBE or veteran-owned business participation shall be required, and Bids will not be evaluated, rejected, or considered nonresponsive on that basis. Bidders may contact the Office of Minority & Women’s Business Enterprises (OMWBE) at http://www.omwbe.wa.gov/index.shtml and/or the Department of Veterans Affairs at http://www.dva.wa.gov/BusinessRegistry/default.aspx to obtain information on certified firms for potential sub-contracting arrangements or for information on how to become certified. Nothing in this section is intended to prevent or discourage participation from non-MWBE firms or non-veteran-owned businesses.

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Definitions. The following terms which appear in this RFP have the meaning that is defined below for the purposes of this RFP: a. Apparently Successful Bidder - A Bidder selected as having submitted

a successful Proposal, based on the final determination of DSHS management taking into consideration the Bidder's final Proposal score and which Proposal(s) best meet the needs of DSHS. The Bidder is considered an "Apparently" Successful Bidder until a contract is finalized and executed. 5

b. Agency – The Department of Social and Health Services is the agency

of the State of Washington that is issuing this RFP. c. Bidder - An individual, organization, public or private agency, or other

entity submitting a Proposal in response to this RFP. d. Contractor – Individual or Company whose Proposal has been

accepted by the Agency and is awarded a fully executed, written contract. e. Issue - To mail, post, or otherwise release this RFP as a public

document to interested parties. f.

Key Staff - Staff being proposed to do the work under this Proposal is identified as the Contractors Relay Program Manager.

g. ODHH TRS Contract Administrator – The State representative for the

resulting Contract that serves as the administrator that monitors the daily contractual activities of the contract and provides contractual guidance to the Contractor(s). DSHS may change the ODHH TRS Contract Administrator at any time by written notice to the Contractor(s). h. Proposal - All material prepared and assembled by a Bidder, and

which the Bidder submits in response to this RFP. i.

Protest - An objection by the Bidder, in writing, protesting the results of this RFP, and which complies with all requirements of this RFP.

j.

RCW - Revised Code of Washington. (All references to RCW chapters or sections shall include any successor, amended, or replacement statute.)

k. Relay Program Manager – Bidder’s liaison assigned to Washington

State to represent Bidder’s WATRS contractual obligations. l.

RFP - Request for Proposals; i.e., this RFP document.

m. RFP Coordinator - The person named in this RFP as the RFP

Coordinator, or the RFP Coordinator's designee within Central Contract Services. The sole point of contact within DSHS regarding this RFP for potential Bidders and other interested parties. n. Submit - To deliver to the DSHS RFP Coordinator any of several

documents described in this RFP and in the manner specified in this RFP. o. WAC - Washington Administrative Code. (All references to WAC

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chapters or sections shall include any successor, amended, or replacement regulation.) p. WEBS – Washington’s Electronic Business Solution. DSHS

encourages all bidders to register with WEBS at https://fortress.wa.gov/ga/webs/. 8.

Telecommunications Relay Service Definitions This section of the Procurement lists and defines terms that fall within the scope of relay service and may be utilized within this Procurement or by Bidders in their Procurement response. The following terms, when so used, are to have the meanings and user applications shown below:

a. 2-Line Captioned Telephone VCO: Similar to captioned telephone VCO service. With 2-line captioned telephone VCO service the conversation is carried on one telephone line and the captions are provided on a second line. Additional functions of 2-line captioned telephone VCO service include: (1) Provides captioned telephone users the ability to receive captions for any phone call – incoming or outgoing – at any point in the conversation. (2) Supports enhancements that users have purchased from their telephone service, such as call-waiting. (3) Allows callers to dial the captioned telephone user directly instead of placing the call through the captioning service.

(4) Allows the availability of captioning for every type of call, including emergency calls. (5) Allows others to pick up an extension line and share the call without interrupting captions. b. 2-Line VCO – a feature that allows a deaf or hard of hearing customer to speak directly into standard phone via the Relay and to be able to receive responses typed in text by the Relay Operator (RO). This feature is effective only with the use of two separate telephone lines, with one line having three way calling service enabled by the local telephone company. The line with three way calling allows the deaf or hard of hearing consumer, standard phone user, and RO to be connected together. On the second line, the RO listens to the conversation only and types what the standard phone user voices. 2-Line VCO users must be able to initiate or receive the 2-Line VCO call. c. 7-1-1 - The abbreviated dialing code for accessing relay services anywhere in the United States.

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d. ABANDONED CALL – An incoming call reaching the TRS or CTS relay service center but not answered by an RO. e. ADA Title IV/FCC Requirements means Title IV of the Americans with Disabilities Act (ADA) – Telecommunications services for hearing-impaired and speech-impaired individuals codified at 47 U.S.C. s. 225. A current copy may be found at www.fcc.gov/cgb/dro/title4.html. f.

ANI – Automatic Number Identification, a telephone network feature that passes the number of the telephone the caller is using to the relay center, real-time.

g. ASCII – An acronym for American Standard Code for Information Interchange, which employs an eight bit code and can operate at any standard transmission baud rate including 300, 1200, 2400 and higher. h. AVERAGE SPEED OF ANSWER (ASA) – ASA measures the average time it takes the call to reach the RO position from the relay center call controller switch. i.

BAUDOT – a measure of transmission speed related to TTY Transmission over an analog telephone line.

j.

BILLABLE MINUTES – The actual recorded length of time (conversation minutes) during which the relay is connected to the Calling Party and the Called Party excluding Call Set-Up and Call Wrap-Up times. This definition applies to both TRS and CTS.

k. BLOCKED CALL - any call to the TRS or CTS Relay that receives a busy signal, therefore is blocked from entering the relay center queue. l.

CALL DURATION - the actual recorded length of time between the set-up at the Relay of the Call Set-Up and the Call Wrap-Up.

m. CALL SET-UP – the actual recorded length of time between the Calling Party connection to the RO and the RO out-dialing of the Called Party’s number. n. CALL WRAP-UP – the actual recorded length of time for the RO disconnection of the Called Party from the Calling Party. o. Called Party –The outbound leg of a relay call, the person being called by the inbound leg or the calling party. p. Calling Party – The inbound leg of a relay call, the person placing the outbound call to the called party. q. CAPTIONED TELEPHONE SERVICE (CTS) – CTS is used by persons with a hearing disability but some residual hearing. It uses a special telephone that has a text screen to display captions of what the other party to the conversation is saying. A captioned telephone allows the user, on a one line, to speak to the called party and to simultaneously listen to the other party and

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read captions of what the other party is saying. Unlike traditional TRS (where the RO types what the called party says), the RO repeats or re-voices what the called party says. Speech recognition technology automatically transcribes the RO’s voice into text, which is then transmitted directly to the user’s captioned telephone text display. Two-Line CTS: A version of CTS that offers additional features, such as callwaiting, *69, call forwarding and direct dialing for 9-1-1 emergency services. With two-line CTS the conversation is carried on one telephone line and the captions are provided on a second line. Additional functions of two-line CTS service include: (1) Provides captioned telephone users the ability to caption any phone call – incoming or outgoing – at any point in the conversation. (2) Allows the user to receive captions on all incoming calls, as callers can dial user directly instead of placing the call through the captioning service. (3) Allows others to pick up an extension line and share the call without interrupting captions. r.

COMPLETED OUTBOUND CALL – An outbound call answered by the called Party that includes calls answered by any person at the called party's number, answering machine, voice mail or forwarded to another telephone number.

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s. CONVERSATION MINUTES – The “conversation” time of each call begins when the RO reaches the called party and concludes when one of the parties is disconnected. This time period does not include call set-up time, ringing, waiting for answer, call wrap-up, or calls that have reached a busy signal or are not answered. t.

CUSTOMER PROFILE DATABASE – the database used in association with each inbound call for querying by name, telephone number and/or personal identification number (PIN), as defined in Customer Profile Retrieval, for all outbound calls.

u. CUSTOMER PROFILE RETRIEVAL – means the ability of a TRS and/or CTS Relay customer to access their customer profile from a telephone line other than the one associated with their profile (e.g., pay phone, wireless device, etc.). v. DSHS - Department of Social and Health Services, State of Washington or its designee agency for purposes of this Procurement. w. EMERGENCY SITUATION – When an event occurs beyond the control of the TRS provider, such as a flood, major snowstorm, terrorist attack, or other major catastrophe, such a extended power outage, etc., so that a Relay Center becomes totally inoperable or inaccessible to employees x. FCC – Federal Communications Commission. y. FCC TRS REGULATIONS – Federal Communications Commission Telecommunications Relay Service Regulations in 47 C.F.R. § 64.601 64.606 as amended from time to time which can be found at www.fcc.gov. z. FUNCTIONALLY EQUIVALENT TRS – Performance in a TRS/CTS call of substantially the same function to achieve the same result as that in a voiceto-voice telephone call by individuals who do not need TRS for effective communications. aa. HEARING CARRY OVER (HCO) – A form of TRS where the person with the speech disability is able to listen to the other end user and, in reply, the RO speaks the text as typed by the person with the speech disability. The RO does not type any conversation. Two-line HCO is an HCO service that allows TRS users to use one telephone line for hearing and the other for sending TTY messages. bb. INCOMING CALL – the portion of the TRS and/or CTS Relay connection from the Calling Party to the relay facility. Incoming calls may originate from either a telephone user or a TTY user. II. OUTGOING CALL – the portion of the TRS and/or CTS Relay connection from the relay facility to the Called Party.

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cc. P.O1 – a standard or grade of service upon which blocked calls are measured meaning the probability that one call in one hundred calls may be blocked. dd. PUBLIC SAFETY ANSWERING POINT (PSAP) – A facility that has been designated to receive 911 calls and route them to emergency services personnel. ee. RELAY OPERATOR (RO) - Individuals that facilitate telephone calls between people with hearing and speech disabilities and other individuals. The federal government refers to these individuals as Communications Assistants (CA) in the Federal regulations that are referenced herein. ff. SPEECH TO SPEECH (STS) – a TRS feature that provides Communication Assistants (CA) for people with speech disabilities who have difficulty being understood on the telephone. STS CAs are trained individuals familiar with many different speech patterns and language recognition skills. gg. SPEED OF ANSWER TIME – Utilized as a measure of functional equivalency of TRS to the voice telephone network. This marks the time from when an inbound call made from the local exchange carrier (LEC) through the public switched telephone network is accepted by the TRS facility’s network until the time such call is answered by the RO, capable of being immediately placed and not being put in queue or on hold or issued a recorded message other than a WATRS RO greeting. Speed of Answer Time calculations shall include abandoned and dropped calls. hh. TRS (TELECOMMUNICATIONS RELAY SERVICE) – Telephone transmission services that provide the ability for an individual who has a hearing loss, deaf-blind or speech disability to engage in communications by wire or radio with one or more individuals, in a manner that is functionally equivalent to the ability of a hearing individual who does not have a hearing loss or speech disability to communicate using voice communication services by wire or radio. ii. Text Telephone (TTY) – A machine that employs graphic communication in the transmission of coded signals through a wire or radio communication system. TTY supersedes the term "TDD" or "telecommunications device for the deaf," and TT. jj. VOICE CARRY OVER (VCO) – A form of TRS where the person with a hearing disability is able to speak directly to the other end user. RO types the response back to the person with the hearing disability. The RO does not voice the conversation. kk. WATRS – Washington Telecommunications Relay Service and Captioned Telephone Relay service. ll. WUTC – Washington Utilities and Transportation Commission.

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SECTION B. PROCUREMENT PROCESS 1.

Procurement Contact Information Upon release of this RFP, all communications concerning this RFP must be directed only to the RFP Coordinator listed below. Any communication directed to DSHS staff or consultants, other than the RFP Coordinator, may result in disqualification.

2.

Contact:

Meredithe Quinn-Loerts, DSHS RFP Coordinator Department of Social & Health Services Operations Support &Services Division Central Contract Services

Mailing Address:

P.O. Box 45811 Olympia, WA 98504-5811

Physical Address:

1115 S. Washington Street Olympia, WA 98504

Telephone:

360/664.6052

E-mail Address:

[email protected]

Acceptance of RFP Terms The Bidder acknowledges that the submission of a Proposal which includes a signed Bidder Certification and Assurances Form, attached as Exhibit A, constitutes a binding offer.

3.

Procurement Schedule The Procurement Schedule outlines the tentative schedule for important action dates and times. All dates after the proposal submission due date are approximate and may be adjusted as conditions indicate, without amending this document. It is the Bidder’s sole responsibility to periodically check the DSHS procurement website, and/or WEBS, for amendments to this document.

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Figure 1.

PROCUREMENT SCHEDULE

Item

Action

Date

1.

DSHS Issues RFP

January 29, 2015

2.

Bidder may submit written questions and comments until 3 p.m. Pacific Time

February 11, 2015

3.

DSHS will Issue responses.

February 19, 2015

4.

Bidders may submit written complaints by 3 p.m. Pacific Time.

April 2, 2015

5.

Bidder must submit Proposal by 3 p.m. Pacific Time

April 13, 2015

6.

DSHS evaluation of Proposals

April 14th, 2015 – April 22, 2015

7.

DSHS notifies Apparently Successful Bidder and begins contract negotiations

April 23, 2015

8.

DSHS notifies unsuccessful Bidders

April 23, 2015

9.

Bidders may request Debriefing until 3 p.m. Pacific Time

April 28, 2015

10.

DSHS holds debriefing conferences, if requested

April 29 - 30, 2015

11.

Unsuccessful Bidders may submit Protest(s) until 3 p.m. Pacific Time

May 7, 2014

12.

DSHS considers and responds to any Protests

May 8, 2015 – May 14, 2015

13.

Contract Execution

On or about July 1, 2015

4.

Contract DSHS intends to award one to provide the services described in this RFP. The Apparently Successful Bidder will be expected to sign a contract with DSHS that is substantially in agreement with the sample contract in Attachment D. The period of performance of any contract resulting from this Procurement is tentatively scheduled for July 1, 2015 to June 30, 2020 DSHS reserves the right to extend the term for up to two more years in its sole discretion.

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Additional services that are appropriate to the scope of this RFP, as determined by DSHS, may be added to the resulting contract by a written amendment mutually agreed to and executed by both parties. 5.

Ethics Specific restrictions apply to contracting with current or former state employees pursuant to RCW 42.52. Bidders should familiarize themselves with the requirements prior to submitting a Proposal. In addition, as described in Section C.1, Administrative Requirements, below, Bidders must include, in their Letter of Submittal, a list identifying any current or former state employees who are employed by, or subcontracted with, Bidder. The list must include the name of the employee or subcontractor, the individual’s employment history with the State of Washington, and a statement of the individual’s involvement with the response to, or their proposed role in providing the services under a contract resulting from this solicitation. If the Bidder has no employees or subcontractors that are current or former employees of the state of Washington, then the Letter of Submittal should so state.

6.

Insurance The Apparently Successful Bidder must comply with the insurance requirements identified in the sample contract attached hereto as Exhibit D.

7.

Proprietary information/public disclosure Materials submitted in response to this RFP shall become the property of DSHS and the proposals shall be deemed public records as defined by RCW 42.56. The Bidder’s Proposal must include a statement on the Letter of Submittal identifying the pages of its Proposal, if any, which contain information the Bidder considers proprietary. Each page claimed to be proprietary must be clearly marked by stating the word “Proprietary” on the lower right hand corner. Bidders must be reasonable in designating information as proprietary or confidential. Bidders may not mark their entire Proposal proprietary. Doing so will not be honored and will disqualify your Proposal from further consideration. If DSHS receives a request to view or copy a Bidder’s Proposal, DSHS will respond according to applicable law and DSHS’s policy governing public disclosure. DSHS will not disclose any information marked “Proprietary” in a Proposal without giving the Bidder ten (10) days notice to seek relief in superior court per RCW 42.56.540. Do not include any DSHS client information in your proposal. Doing so will disqualify your proposal from further consideration. If you wish to include examples of any forms or processes, use a blank form or ensure client information is redacted.

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8.

Communications All communications concerning this RFP must be directed only to the RFP Coordinator. Any communication directed to DSHS staff or consultants, other than the RFP Coordinator, may result in disqualification. Proposals should be based on the material contained in this RFP, any related amendment(s), and any questions and answers directed through the RFP Coordinator.

9.

Questions and Answers Bidders may e-mail or mail written questions to the RFP Coordinator. Questions will be accepted until the date set forth in the Procurement Schedule. Early submission of questions is encouraged. Questions and answers will be posted on the DSHS Procurement website. Bidders may only rely on written statements Issued by the RFP Coordinator. Any oral communications are unofficial and are not binding on DSHS.

10.

Bidder Comments Invited Bidders are encouraged to review the mandatory requirements of this RFP carefully, and submit any comments and recommendations to the RFP Coordinator. Where mandatory requirements appear to prohibit or restrict participation by your organization or firm, an explanation of the issue with suggested alternative language should be submitted in writing to the RFP Coordinator by the deadline for Bidders Questions and Comments set forth in the Procurement Schedule (Section B.3).

11.

Bidder Complaints Regarding Requirements Bidders may submit any complaints they have concerning the RFP requirements up to 5 business days prior to the bid response deadline. Bidders may submit specific complaints to the RFP Coordinator if the Bidder believes the RFP unduly constrains competition or contains inadequate or improper criteria. The complaint must be made in writing to the RFP Coordinator before the Bidder Complaints due date set forth in the Procurement Schedule (Section B.3) and must clearly articulate the basis for the complaint as well as include a proposed remedy. The solicitation process may continue. These complaints will not be handled through the protest procedures outlined in Section B.23 Protest; however, the RFP Coordinator will forward a copy of the complaint to the DSHS Contracts Administrator. Should a Bidder complaint identify a change that would be in the best interest of the DSHS to make, DSHS may modify this RFP accordingly. The DSHS decision is final; no further administrative appeal is available.

12.

RFP Amendments DSHS reserves the right, at any time before execution of a contract, to amend all, or a portion, of this RFP. Amendments will be posted on the DSHS Procurements Web site and/or WEBS. If there is any conflict between amendments or between

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an amendment and this document, whichever document was issued last in time shall be controlling. 13.

Retraction of this RFP DSHS reserves the right to retract this RFP in whole, or in part, at any time without penalty.

14.

Submission and Contents of Proposals a. Submission of Proposal Proposals must be prepared and submitted no later than the proposal submission date and time specified in the Procurement Schedule. The Proposal is to be sent to the RFP Coordinator at the address specified in Section B.1, Procurement Contact Information. Bidders should allow sufficient time to ensure timely receipt by the RFP Coordinator. Bidders assume the risk for the method of delivery and for any delay in the mailing or delivery of the Proposal. DSHS will disqualify any Proposal and withdraw it from consideration if it is received after the proposal submission due date and time. Please contact the RFP Coordinator if you wish to arrange an alternative submission method. No other submission methods will be accepted unless agreed to by the RFP Coordinator in writing prior to the Proposal deadline. All Proposals and any accompanying documentation and material become the property of DSHS and will not be returned. b. Format of Proposal (1) The Bidder must Submit Proposals on standard eight and one-half by eleven inch (8 ½” x 11”) white paper. (2) The Bidder must use a font size of 12 or larger. (3) The Bidder must Submit Proposals in separate three-ring binders as specified in Section B. 14. c., Contents of Binders. The Bidder must provide tabs separating the major sections of the Proposal, and must note the name of their company/organization on the front cover. (4) Proposals must address the sections of this RFP in the same order as presented here, with the same headings. (a) Table of Contents (b) Section 1: Administrative Requirements (c) Section 2: Technical Proposal

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(d) Section 3: Management/Experience and Qualifications Proposal (e) Section 4: Cost Proposal c. Contents of Binders The Bidder must submit one binder marked “Original” and four (4) binders marked “Copy.” All copies must be identical in content to the “Original” as the evaluators will only be evaluating the copies. The Bidder must identify on the original and each copy of its Proposal the RFP # 1456-527 and the RFP Title Washington Telecommunications Relay Service The Bidder must include in the “Original” binder one soft copy in Microsoft Word or Microsoft Excel if appropriate, on a portable media or electronic readable media (Compact Disc (CD-ROM)), with a label identifying the Bidder’s name and RFP# 1456-527. 15.

Non-responsive Proposals All Proposals will be reviewed by the RFP Coordinator to determine compliance with administrative requirements and instructions specified in this RFP. DSHS may reject or withdraw a Proposal at any time as nonresponsive for any of the following reasons: a. Incomplete Proposal b. Submission of a proposal that proposes services that deviate from the technical requirements set forth in this document c. Failure to comply with any part of this RFP or any exhibit to this RFP d. Submission of incorrect, misleading, or false information

16.

Minor Irregularities DSHS may waive minor administrative, clerical, and mathematical irregularities related to any Proposal. DSHS may, at their sole option, correct discrepancy and arithmetic errors.

17.

Cost to Prepare Proposal DSHS will not be liable for any costs incurred by the Bidder in preparing, submitting, or presenting a Proposal for this RFP.

18.

Joint Proposals If Bidders submitted a joint Proposal, with one or more other Bidders, the Bidders must designate the prime Bidder. The prime Bidder will be DSHS sole point of contact, will sign the contract and any amendments, and will bear sole responsibility for performance under the contract.

19.

Exhibits

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Exhibits to this RFP are: • • • • • •

Exhibit A – Checklist for Responsiveness Exhibit B - Bidder Certification and Assurances Form Exhibit C – Procedure for ASA Penalty Assessment Exhibit D - Sample Contract Exhibit E – WA TRS TRS and CTS Conversation Minute Data Exhibit F – Contractor Intake Form

Bidders should download a complete copy of this RFP and all attached exhibits, as listed above. The procurement documents can be accessed at http://www.dshs.wa.gov/ccs or WEBS at https://fortress.wa.gov/ga/webs/. Bidders who experience difficulty downloading the documents should contact the RFP Coordinator. 20.

Withdrawal of Proposals After a Proposal has been submitted, a Bidder may withdraw its Proposal at any time up to the proposal submission date and time specified in the Procurement Schedule. A written request to withdraw the Proposal, signed by an authorized representative of the Bidder, must be submitted to the RFP Coordinator. After withdrawing a Proposal, the Bidder may submit another Proposal at any time up to the proposal submission date and time.

21.

Notify Bidders DSHS will notify the Apparently Successful Bidder in writing of its selection on or about the date and time specified in the Procurement Schedule, via mail or email. DSHS will also notify unsuccessful Bidders on or about the date and time specified in the Procurement Schedule.

22.

Bidder Debriefing Conference All Bidders may request a debriefing conference by submitting a request in writing to the RFP Coordinator by mail or email by the date and time specified in the Procurement Schedule. Debriefing conferences will be held in accordance with the Procurement Schedule. A debriefing conference may, at DSHS’s option, be conducted either in person or by telephone and is limited to a maximum of one hour in length. Discussion at the debriefing conference will be limited to the following: •

Critique of Proposal based on evaluators’ comments; and



Review of final score in comparison with other Bidders' final scores without identifying the other Bidders.

DSHS will not identify the other Bidders or allow review of their Proposals or evaluations during debriefing.

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23.

Protest In order to Submit a Protest under this RFP, a Bidder must have submitted a Proposal for this RFP, and must have requested and participated in a debriefing conference. This protest process is the sole administrative remedy available within DSHS. The following is the process for filing a Protest: a. Grounds for Protest. A Protest may be made based on these grounds only: (1) Mathematical errors were made by DSHS in computing the score; (2) DSHS failed to follow the procedures established in this RFP document, or to follow applicable State or federal laws or regulations; or (3) Bias, discrimination, or conflict of interest on the part of an evaluator. b. Protest Form and Content A Protest must state all of the facts and arguments upon which the Protest is based, and the grounds for the Protest. It must be in writing and signed by a person authorized to bind the Bidder to a contractual relationship. At a minimum, the Protest must include: (1) The name of the protesting Bidder, mailing address and phone number, and the name of the individual responsible for submission of the Protest; (2) The RFP number and title; (3) A detailed and complete statement of the specific action(s) by DSHS under protest; (4) The grounds for the Protest; (5) Description of the relief or corrective action requested. Bidders may attach to their Protest any documentation they have to offer in support. c. Posting of Protest Bond The Bidder submitting a Protest must post a bond or Cashier’s Check in the amount of $500,000. The bond will be used to cover the costs associated with a protest and any cost associated with the delay to the project that would result from a protest. Any remaining funds will be returned to the Protester. If the Protest is successful, the entire amount of the bond will be returned. d. Submitting a Protest

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Protests must be in writing and must be signed. Bidders must mail or handdeliver their Protest to the RFP Coordinator. Protests may not be submitted by fax or email. DSHS must receive the written Protest within five (5) business days after the debriefing conference. e. Protest Process The RFP Coordinator will forward the Protest to the DSHS designated Protest Coordinator with copies of the following: (1) this RFP and any amendments, (2) the protesting Bidder’s Proposal, (3) the evaluators' scoring sheets, and (4) any other documents showing evaluation and scoring of the Proposal in question. DSHS will follow these procedures in reviewing a Protest: (1) DSHS will conduct an objective review of the Protest, based on the contents of the written Protest and the above materials provided by the RFP Coordinator. (2) DSHS will send the Protestor a written decision within five (5) business days after DSHS receives the Protest, unless more time is required to review the Protest and make a determination. The protesting Bidder will be notified by the RFP Coordinator if additional time is necessary. DSHS will make a final determination of the Protest and will either: (1) Find that the Protest lacks merit and uphold DSHS’s actions; (2) Find that any errors in the RFP process or in DSHS's conduct did not influence the outcome of the RFP, and uphold DSHS’s actions; or (3) Find merit in the Protest and provide options for corrective action by DSHS which may include: (a) That DSHS correct any errors and re-evaluate all Proposals affected by its determination of the Protest; (b) That DSHS reissue the RFP document; or (c) That DSHS make other findings and take such other action as may be appropriate. 24.

Execution of the Contract The Apparently Successful Bidder is expected to sign a contract with DSHS and any subsequent amendments that may be required to address specific work or

20

services as needed. A sample contract is attached as Exhibit B. DSHS reserves the right to negotiate the specific wording of the Statement of Work, based on the requirements of this RFP and the terms of the winning Proposal. If the Apparently Successful Bidder fails or refuses to sign the contract or any subsequent amendment within ten (10) business days of delivery, DSHS may elect to cancel the award and may award the contract to the next-highest ranked finalist. Any subcontracts necessary to perform the contract shall be subject to the prior written approval of DSHS.

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SECTION C. PROPOSAL CONTENTS The Bidder must answer all questions and must include all items requested in the order requested for the Proposal to be considered responsive. The Bidder must address every section of the RFP, even though certain items may not be scored. 1.

Administrative Requirements (Section 1 of Proposal) The Bidder must respond to each item in the same order in which they appear. a. Letter of Submittal Bidders must include a signed Letter of Submittal on Bidder’s official business letterhead stationery as the first page of Section 1. Signing the Letter of Submittal indicates that the Bidder accepts the terms and conditions of RFP 1456-527. The Bidder’s Letter of Submittal must include the following: (1) Name, address, principal place of business, telephone number, fax number, and e-mail address of legal entity or individual with whom contract would be written; (2) The name of the contact person for this RFP; (3) A detailed list of all materials and enclosures included in the Proposal; (4) A list of all RFP amendments downloaded by the Bidder from the DSHS Procurements Web site and/or WEBS, if applicable, and listed in order by amendment number and date. If there are no RFP amendments, the Bidder must include a statement to that effect; (5) A statement substantiating that the person who signs the letter is authorized to contractually bind the Bidder’s firm; (6) Identification of the page numbers on the Bidder’s Proposal that are marked “Proprietary or Confidential” Information; (7) A list identifying any current or former state employees who are employed by, or subcontracted with, Bidder. The list must include the name of the employee or subcontractor, the individual’s employment history with the State of Washington, and a statement of the individual’s involvement with the response to, or their proposed role in providing services under a contract resulting from this solicitation. If the Bidder has no employees or subcontractors that are current or former employees of the state of Washington, then the Letter of Submittal must so state; and (8) Any statements describing variations between the Bidder’s Proposal and the requirements of this RFP.

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(9) Insurance. The Apparently Successful Bidder must comply with the insurance requirements identified in the sample contract attached hereto as Exhibit D. The Bidder shall, at its own expense, obtain and keep in force liability insurance during the term of the contract. The Bidder shall furnish evidence in the form of a Certificate of Insurance that insurance shall be provided, and a copy shall be forwarded to DSHS within fifteen (15) days of receipt of notice of award. (10) Prior Contract Performance Bidders must submit full details of all Terminations for Default that have been experienced by the Bidder in the past five (5) years, including the other party’s name, address, and telephone number. “Termination for Default” is defined as notice to Bidder to stop performance due to the Bidder’s non-performance or poor performance and the issue was either: (a) not litigated; or (b) litigated and such litigation determined the Bidder to be in default. Bidders must describe the deficiencies in performance, and describe whether and how the deficiencies were remedied. Bidders must present any other information pertinent to its position on the matter. Bidders must present any such information in its completion of the Bidder’s Letter of Submittal. DSHS will evaluate the information and may, at its sole discretion, reject the Bidder’s proposal if the information indicates that completion of a Contract or Work Order resulting from this RFP may be jeopardized by selection of the Bidder. If the Bidder has experienced no such Terminations for Default in the past five years, the Bidder must so declare in the Bidder’s Letter of Submittal. b. Bidder Certification and Assurances Form Bidders must submit a completed Bidder Certification and Assurances Form, Exhibit B. Please sign and include any attachments that are necessary. c. Exceptions and/or Proposed Revisions Section A proposed Agreement is attached as Exhibit D. The selected Bidder will be expected to enter into an Agreement that is substantially the same as the Exhibit D. In no event is a Bidder to submit its own standard contract terms and conditions as a response to this RFP. The Bidder must submit with its proposal any exceptions and exact contract deviations that its firm wishes to negotiate; however, many clauses are required by Washington state law and cannot be negotiated. Bidder exceptions shall be set forth in detail in a table in the Proposal, together with the section of the Agreement affected by the exceptions, the issue, the reason for the proposed change, and proposed alternative language which is marked to show the exact changes to the model. Proposed Agreement language changes not submitted in the format presented below may not be considered and may be returned without review.

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The Bidder is instructed to base its Cost Proposal on the model Agreement, not terms as proposed by the Bidder. Although the modifications may not necessarily be accepted by DSHS, they will be the only ones that will be subject to discussion during contract negotiation. DSHS reserves the right to open other paragraphs for discussion and only DSHS can exercise this right. Bidders must indicate agreement with this section and identify any contractual issues and suggested modifications as described above and in the following format: Agreement Section

Issue

Reasons for Proposed Change and Rationale for Cost Reduction

Exact Proposed Alternative or Additional Language to Insert into Agreement (Use Track Changes on Text)

d. CapTel Letter A letter from CapTel Inc. (CTI) confirming that they have a Captioned Telephone Service Supply Agreement with CTI. e. Approval Confirmation The Bidder shall, as part of its proposal, provide an email from the RLSA fund administrator stating that they are approved to receive reimbursement for interstate and 2-line captioned telephone calls.

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2.

Technical Mandatory Requirements (Section 2 of Proposal) Mandatory Requirements: FCC mandatory minimum standards for Telecommunications Relay Service (TRS) all specifications in this Section are mandatory. FCC Regulations for the Provision of Telecommunications Relay Services (TRS) pursuant to Title IV of the Americans with Disabilities ACT (ADA), Pub. L. No. 101-336, § 401, 104 Stat.327, 366-69 (adding Section 225 to the Communications Act of 1934), as amended, 47 U.S.C. § 225. The following are MANDATORY MINIMUM STANDARDS of 47 C.F.R. § 64.601 – 64.606 that must be met by all bidders. Bidder is also required to observe all applicable statutes, rules, and regulations for the operation of telecommunications services pursuant to the Revised Code of Washington and the Washington Administrative Code. Submission of a Bid means the Bidder agrees that they have read, understand and comply with the requirements detailed by the State in this section. Failure to meet a mandatory requirement will disqualify your Bid. In the event there is an individual mandatory requirement that no Bidder is able to meet, the State reserves the right to eliminate that individual mandatory requirement; in such case, the State shall continue the evaluation of Bid and select the Bid that most closely meets the remaining requirements specified in the RFP. Lettered Responses. Please letter each response so that it corresponds to the question letter: questions in this Proposal Section 2 are lettered a through y. The response must begin with a restatement of the question followed by the Bidder’s response to the question. A reference to another section will not suffice, each answer must stand alone. Attachments. Attachments must be labeled and tabbed and the question number to which it responds must be indicated. Points Awarded for Responses. The scores for each Technical Mandatory Requirement listed in this section will be based upon a scale of zero (0) to four (4), with those scores being defined as follows:

Score

Description

4

Exceptional

3

Above Average

2

Average

1

Below Average

0

Failing

Discussion Feature or capability is clearly superior to that which is average. Feature or capability is better than that which is average. This is the baseline score for each item with adjustments based upon the evaluator’s interpretation of the Bidder’s response. Feature or capability is substandard to that which is average. Feature or capability is non-responsive or

25

clearly inadequate to that which is average. For a mandatory requirement, it will result in disqualification of the Bidder’s response.

Scores for this section will be based upon, but are not limited to, the completeness of the Bidder’s description of how they would approach the requirements in this section. Responses to the Technical Mandatory Requirements must be statements “does comply” or “does not comply” followed by detailed explanation of those statements. The total number of available points for this Proposal Section 2 is 100.

a. Operational requirements

b.

(1)

ROs must be sufficiently trained to effectively meet the specialized communications needs of individuals with hearing and speech disabilities.

(2)

ROs must provide typing speed of a minimum of sixty (60) words per minute. Technological aids may be used to reach the required typing speeds. Providers must give oral-to-type tests of RO speed.

(3)

ROs answering and placing a TTY-based TRS call must stay with the call for a minimum of ten (10) minutes. ROs answering and placing an STS call must stay with the call for a minimum of fifteen (15) minutes.

(4)

Contractor must make best efforts to accommodate a TRS user’s requested RO gender when a call is initiated and, if a transfer occurs, at the time the call is transferred to another RO.

(5)

TRS shall transmit conversations between TTY and voice callers in real time.

Confidentiality and Conversation Content (1)

Except as authorized by section 705 of the Communications Act, 47 U.S.C. 605, ROs are prohibited from disclosing the content of any relayed conversation regardless of content, and with limited exception for STS ROs, from keeping records of the content of any conversation beyond the duration of a call, even if to do so would be inconsistent with state or local law. STS ROs may retain information from a particular call in order to facilitate the completion of consecutive calls, at the request of the user. The caller may request the STS RO to retain such information, or the RO may ask the caller if he/she wants the RO to retain such information, or the RO may ask the caller if he/she wants the RO to repeat the same information

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during subsequent calls. The RO may retain the information only for as long as it takes to complete the subsequent call. (2)

c.

d.

ROs are prohibited from intentionally altering a relayed conversation and, to the extent that it is not inconsistent with federal, state or local law regarding use of telephone company facilities for illegal purposes, must relay all conversation verbatim unless the relay user specifically requests summarization, or if the user requests interpretation of an American Sign Language (ASL) call. An STS RO may facilitate the call of an STS user with a speech disability so long as the RO does not interfere with the independence of the user, the user maintains control of the conversation, and the user does not object.

Types of Calls (1)

Consistent with the obligations of telecommunications carrier operators, ROs are prohibited from refusing single or sequential calls or limiting the length of calls utilizing relay services.

(2)

Relay services shall be capable of handling any type of call normally provided by telecommunications carriers unless the Commission determines that it is not technologically feasible to do so. Relay service providers have the burden of proving the infeasibility of handling any type of call.

(3)

Relay service providers are permitted to decline to complete a call because credit authorization is denied.

(4)

Relay services shall be capable of handling pay-per-call calls.

(5)

Contractor is required to provide the following types of TRS calls: • Text-to-voice and voice-to-text • VCO, two-line VCO, VCO-to-TTY, and VCO-to-VCO • HCO, two-line HCO, HCO-to-TTY, HCO-to-HCO

(6)

Contractor is required to provide the following features: • Call release functionality • Speed dialing functionality • Three-way calling functionality

Voice Mail and Interactive Menus (1)

ROs must alert the TRS user to the presence of a recorded message and interactive menu through a hot key on the RO’s terminal. The hot key will send text from the RO to the consumer’s TTY indicating that a recording or interactive menu has been encountered. Relay providers shall electronically capture recorded messages and retain them for the length of the call. Relay providers may not impose any

27

charges for additional calls, which must be made by the relay user in order to complete calls involving recorded or interactive messages. (2)

e.

Emergency Call Handling Requirements for TTY-Based Contractor (1)

f.

Relay providers must offer STS users the option to maintain at the relay center a list of names and telephone numbers which the STS user calls. When the STS user requests one of these names, the RO must repeat the name and state the telephone number to the STS user. This information must be transferred to any new STS provider.

Technical Standards (1)

h.

TTY-based Contractor must use a system for incoming emergency calls that, at a minimum, automatically and immediately transfers the caller to an appropriate Public Safety Answering Point (PSAP). An appropriate PSAP is either a PSAP that the caller would have reached if he/she had dialed 9-1-1 directly, or a PSAP that is capable of enabling the dispatch of emergency services to the caller in an expeditious manner.

STS Called Numbers (1)

g.

Contractor shall provide, as TRS features, answering machine and voice mail retrieval.

TRS shall be capable of communicating with ASCII and Baudot format, at any speed generally in use.

Speed of Answer (1)

Contractor shall ensure adequate TRS facility staffing to provide callers with efficient access under projected calling volumes, so that the probability of a busy response due to RO unavailability shall be functionally equivalent to what a voice caller would experience in attempting to reach a party through the voice telephone network.

(2)

TRS facilities shall, except during network failure, answer eighty-five percent (85%) of all calls within ten (10) seconds by any method which results in the caller’s call immediately being placed, not put in a queue or on hold. The ten (10) seconds begins at the time the call is delivered to the TRS facility’s network. A TRS facility shall ensure that adequate network facilities shall be used in conjunction with TRS so that under projected calling volume the probability of a busy response due to loop trunk congestion shall be functionally equivalent to what a voice caller would experience in attempting to reach a party through the voice telephone network.

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i.

j.

(3)

The call is considered delivered when the TRS facility’s equipment accepts the call from the local exchange carrier (LEC) and the public switched network actually delivers the call to the TRS facility.

(4)

Abandoned calls shall be included in the speed-of-answer calculation.

(5)

A TRS provider’s compliance with this rule shall be measured on a daily basis.

(6)

The system shall be designed to a P.01 standard.

(7)

A local exchange carrier (LEC) shall provide the call attempt rates and the rates of calls blocked between the LEC and the TRS facility to relay administrators and Contractor upon request.

Equal Access to Inter-Exchange Carriers (1)

TRS users shall have access to their chosen inter-exchange carrier through the TRS, and to all other operator services, to the same extent that such access is provided to voice users.

(2)

TRS facilities shall operate every day (365), twenty-four (24) hours a day.

(3)

TRS shall have redundancy features functionally equivalent to the equipment in normal central offices, including uninterruptible power for emergency use.

Technology (1)

No regulation set forth in this subpart is intended to discourage or impair the development of improved technology that fosters the availability of telecommunications to person with disabilities. TRS facilities are permitted to use Signaling System 7 (SS7) technology or any other part of similar technology to enhance the functional equivalency and quality of TRS. TRS facilities that utilize Signaling System 7 (SS7) technology shall be subject to the Calling Party Telephone Number rules set forth at 47 CRF 64.1600 et seq.

(2)

As the Contractor prepares to introduce new technologies as the way to enhance functional equivalency, the State may be interested in developing pilot programs. Contractor shall provide the State’s Contract Administrator an ongoing description of emerging technology plans throughout the term of the contract.

(3)

Contractor shall provide the State with a minimum of one (1) session per year to update the State on new and emerging products, services and technologies. Contractor shall also be available to provide State Contract Users with technology update sessions as requested.

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k.

Caller ID (1)

l.

m.

Functional Standards/Consumer Complaints Log (1)

States and inter-state providers must maintain a log of consumer complaints including all complaints about TRS in the state, whether filed with the TRS provider or the State, and must retain the log until the next application for certification is granted. The log shall include, at a minimum, the date the complaint was filed, the nature of the complaint, the date of resolution, and an explanation of the resolution.

(2)

States and Contractor shall submit summaries of logs indicating the number of complaints received for the twelve (12) month period ending May 31 to DSHS by July 1 of each year.

Contact Person (1)

n.

When a TRS facility is able to transmit any calling party identifying information to the public network, the TRS facility must pass through, to the called party, at least one of the following: • The number of the TRS facility • 7-1-1 • The 10-digit number of the calling party

State TRS Programs, inter-state Contractor, and Contractor that have state contracts must submit to the ODHH TRS Contract Administrator a contact person and/or office for TRS consumer information and complaints about a certified State TRS Program’s provision of intra-state TRS, or, as appropriate, about the TRS provider’s service. This submission must include, at a minimum, the following: • The name and address of the office that receives complaints, grievances, inquiries, and suggestions; • Voice and TTY telephone numbers, fax number, e-mail address, and web address • The physical address to which correspondence should be sent.

Public Access to Information (1)

Carriers, through publication in their directories, periodic billing inserts, placement of TRS instructions in telephone directories, through directory assistance services, and incorporation of TTY numbers in telephone directories, shall assure that callers in their service areas are aware of the availability and use of all forms of TRS. Efforts to educate the public about TRS should extend to all segments of the public, including individuals who are hard of hearing, speech disabled, and senior citizens as well as members of the general population. In addition, each common carrier providing

30

telephone voice transmission services shall conduct ongoing education and outreach programs that publicize the availability of 71-1 access to TRS in a manner reasonably designed to reach the largest number of consumers possible. o.

Rates (1)

p.

TRS users shall pay rates no greater than the rates paid for functionally equivalent voice communication services with respect to such factors as the duration of the call, the time of day, and the distance from the point of origination to the point of termination.

Telecommunications Relay Service (TRS) (1)

Bidder’s TRS center supporting resulting contract of this RFP shall be located within the United States.

(2)

TRS system shall be capable of answering incoming 7-1-1 calls first in voice mode, then TTY, and then ASCII. System shall partition incoming 7-1-1 calls from other toll-free incoming calls for monitoring purposes.

(3)

TRS customers shall be able to place calls through the TRS relay from within Washington to any point in the world as well as place calls from all points outside Washington to any point within Washington.

(4)

WA TRS shall use the following toll-free telephone numbers: • 711 or 1-800-833-6384 Voice • 711 or 1-800-833-6388 TTY • 711 or 1-800-833-6388 HCO • 711 or 1-877-826-2255 VCO • 711 or 1-877-833-6341 STS • 711 or 1-800-833-6385 Telebraille • 1-877-833-6399 Spanish TTY • 1-877-833-6398 Spanish Voice • 711 or 1-877-243-2823 CTS Contractor shall be responsible for coordinating publication of these telephone numbers in all telephone company directories that are distributed within the State. Publication in the telephone company directories shall also include an explanation of Telecommunications Relay Services. The State retains ownership of these toll-free telephone numbers and any other publicly published telephone numbers associated with Telecommunications Relay Service in the State of Washington.

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(5)

Contractor shall provide the following types of TRS calls in addition to the minimum required in §64.604 of the FCC mandatory minimum requirements: • TTY-to-TTY • Reverse two-line VCO • Spanish-to-Spanish

(6)

VCO and HCO shall be on a level that allows TRS customers to adequately hear and/or be heard.

(7)

TRS system shall have call transfer capabilities, e.g., RO to RO.

(8)

TRS system shall provide calling party intercept messages. TRS circuits used to process calls to any relay center owned and operated by the bidder must participate in the Telecommunications Service Priority (TSP) program with a minimum priority level three (3) as defined at URL http://tsp.ncs.gov/tsp/abouttsp.html. Describe and provide supporting documentation of bidder’s participation in TSP.

(9)

CA performance of their relay function shall be physically located and performed within bidder’s TRS center(s) facility ONLY. Telecommuting shall not be allowed with the exception of those situations outlined in Section 2.y, Disaster Recovery, Continuity of Operations, Pandemic Plans, of this RFP.

(10)

TRS center(s) shall be constructed and operated in such a manner as to ensure call privacy and confidential RO workspace. RO workspace equipment and structural accommodations shall prevent relay users on one call from overhearing a RO processing another call. Such incidents shall be considered a breach of confidentiality on the part of the TRS contractor.

(11)

TRS system shall provide RO’s the ability to request a supervisor’s assistance by initiating an audible and visual alarm with a touch of a button that clearly identifies the location of the RO.

TRS center(s) shall be constructed and operated in such a manner that access to RO position workplace is denied to the public and unauthorized employees of the bidder. Bidder shall describe what measures shall be in place to secure the TRS center(s) from unauthorized access and malicious actions from both outside and from within the TRS centers’ physical and logical environments. q.

FCC Mandatory Standards for Captioned Telephone Relay Service (CTS) Contractor must meet FCC Regulations for the Provision of Captioned Telephone Relay Services (CTS) pursuant to Title IV of the Americans with Disabilities ACT (ADA), Pub. L. No. 101-336, § 401, 104 Stat.327, 366-69 (adding Section 225 to the Communications Act of 1934), as amended, 47

32

U.S.C. § 225. The following are MANDATORY MINIMUM STANDARDS of 47 C.F.R. § 64.601 – 64.606 that must be met by all bidders. CTS Relay shall meet all provisions of FCC CC Docket No. 98-67 DECLARATORY RULING released August 1, 2003 with exception of the following: STS, HCO, RO requirements (interpretation of typewritten American Sign Language (ASL), oral-to-type tests, not refusing single or sequential calls, gender preferences), interrupt functionality, call release, and ASCII and Baudot format. r.

Captioned Telephone Relay Services (CTS) Mandatory Technical Requirements (1)

CTS providers shall ensure adequate CTS facility staffing to provide callers with efficient access under projected calling volumes, so that the probability of a busy response due to RO unavailability shall be functionally equivalent to what a voice caller would experience in attempting to reach a party through the voice telephone network.

(2)

CTS facilities shall, except during network failure, answer eighty-five percent (85%) of all calls within ten (10) seconds by any method which results in the caller’s call immediately being placed, not put in a queue or on hold. The ten (10) seconds begins at the time the call is delivered to the CTS facility’s network. A CTS facility shall ensure that adequate network facilities shall be used in conjunction with CTS so that under projected calling volume the probability of a busy response due to loop trunk congestion shall be functionally equivalent to what a voice caller would experience in attempting to reach a party through the voice telephone network.

(3)

The call is considered delivered when the CTS facility’s equipment accepts the call from the local exchange carrier (LEC) and the public switched network actually delivers the call to the CTS facility.

(4)

Abandoned calls shall be included in the speed-of-answer calculation.

(5)

A CTS provider’s compliance with this rule shall be measured on a daily basis.

(6)

The system shall be designed to a P.01 standard.

(7)

A local exchange carrier (LEC) shall provide the call attempt rates and the rates of calls blocked between the LEC and the CTS facility to relay administrators and CTS providers upon request.

(8)

Equal Access to Inter-exchange Carriers. CTS users shall have access to their chosen inter-exchange carrier through the CTS, and to all other operator services, to the same extent that such access is provided to voice users.

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(9)

CTS Facilities. CTS shall operate every day, twenty-four (24) hours a day.

(10)

CTS shall have redundancy features functionally equivalent to the equipment in normal central offices, including uninterruptible power for emergency use.

(11)

Technology. No regulation set forth in this subpart is intended to discourage or impair the development of improved technology that fosters the availability of telecommunications to person with disabilities. CTS facilities are permitted to use Signaling System 7 (SS7) technology or any other part of similar technology to enhance the functional equivalency and quality of CTS. CTS facilities that utilize Signaling System 7 (SS7) technology shall be subject to the Calling Party Telephone Number rules set forth at 47 CRF 64.1600 et seq.

(12)

Caller ID. When a CTS facility is able to transmit any calling party identifying information to the public network, the CTS facility must pass through, to the called party, at least one of the following: • The number of the CTS facility • The 10-digit number of the calling party

(13)

Bidder’s CTS center supporting resulting contract of this RFP shall be located within the United States.

(14)

CTS customers shall be able to place calls through the CTS relay from within Washington to any point in the world as well as place calls from all points outside Washington to any point within Washington.

(15)

CTS relay shall use the following CapTel Customer Service Numbers: • 888-269-7477 Captioned Telephone (Voice and TTY) • 866-670-9134 Captioned Telephone (Spanish-to-Spanish) CTS relay shall use the following numbers to connect to captioning services: • 877-243-2823 CapTel Voice • 866-271-3363 CapTel Spanish

(16)

Contractor shall be responsible for coordinating publication of these telephone numbers in all telephone company directories that are distributed within the State. Publication in the telephone company directories shall also include an explanation of Captioned Telephone Relay Services.

(17)

CTS system shall provide calling party intercept messages.

(18)

RO performance of their CTS function shall be physically located and performed within bidder’s CTS center(s) facility ONLY.

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Telecommuting shall not be allowed with the exception of those situations outlined in Section C.2.y, Disaster Recovery, Continuity of Operations, Pandemic Plans, of this RFP. (19)

Workspace Accommodations for Call Privacy and Confidentiality. CTS center(s) shall be constructed and operated in such a manner as to ensure call privacy and confidential RO workspace. RO workspace equipment and structural accommodations shall prevent CTS users on one call from overhearing a RO processing another call. Such incidents shall be considered a breach of confidentiality on the part of the CTS Contractor.

(20)

CTS system shall provide RO’s the ability to request a supervisor’s assistance by initiating an audible and visual alarm with a touch of a button that clearly identifies the location of the RO.

(21)

Security. CTS center(s) shall be constructed and operated in such a manner that access to RO position workplace is denied to the public and unauthorized employees of the bidder.

(22)

Toll-Free Telephone Support (Customer Service). Bidder shall provide toll-free telephone number(s) that are accessible from anywhere within the State for the purpose of telephone support (customer service) for CTS users.

s. MANDATORY PERFORMANCE REQUIREMENTS Submission of a Bid means the Bidder agrees that they have read, understand and comply with the requirements detailed by the State in this section. Failure to meet a mandatory requirement will result in bid disqualification. If no single bidder is able to comply with a given specification or condition, the State reserves the right to delete that specification or condition of the RFP.

Telecommunications Relay Service Mandatory Reports (1)

Monthly reports will be generated by the contractor to DSHS’s Contract Administrator and must be received by the twenty-first (21st) of each month. Reports shall include, but are not limited to: • • • • • •

Blockage, based on P.01 standard. Number of daily incoming calls broken down by abandoned general assistance and busy. Number of completed outgoing TRS calls. Average daily call handling time (total time a customer is connected to a RO), in seconds, broken down by talk time, call set-up and call wrap-up time. Average daily RO answer time, in seconds, with a range of answer times for the month. Number of calls broken down in the following length of call increments:

35

0 to 5 minutes 5+ to 10 minutes 10+ to 15 minutes 15+ to 20 minutes 20+ to 30 minutes 30+ to 40 minutes 40+ to 50 minutes 50+ to 60 minutes 60+ minutes •

Number of call types and total minutes for the following: Intra-state Inter-state Local International Outbound toll-free numbers Spanish Inbound 7-1-1 Speech-to-Speech Outbound 900/976 Directory assistance



Number of calls originated in the following categories: Voice Spanish TTY ASCII VCO HCO Speech-to-Speech VCO to VCO



Total percent of inbound call minutes handled in Contractor’s primary TRS facility serving Washington’s TRS customers vs. total percent of inbound call minutes handled in any other Contractor TRS facility serving Washington’s TRS customers

ODHH TRS Contract Administrator may request changes in report format and content. Any deviation from the report format identified in bidder’s response to this RFP will be done at no additional cost to the State. Bidder shall offer sample reports reflecting the preceding information.

36

t.

Captioned Telephone Relay Service Mandatory Reports

• • • • • •

Monthly reports will be generated by the contractor to the ODHH Contract Administrator and must be received by the twenty-first (21st) of each month. Reports shall include, but are not limited to: Blockage, based on P.01 standard. Number of daily incoming calls broken down by abandoned general assistance and busy. Number of completed outgoing CTS relay calls. Average daily call handling time (total time a customer is connected to a RO), in seconds, broken down by talk time, call set-up and call wrap-up time. Average daily RO answer time, in seconds, with a range of answer times for the month. Number of calls broken down in the following length of call increments: 0 to 5 minutes 5+ to 10 minutes 10+ to 15 minutes 15+ to 20 minutes 20+ to 30 minutes 30+ to 40 minutes 40+ to 50 minutes 50+ to 60 minutes 60+ minutes



Number of call types and total minutes for the following: Intra-state Inter-state Local International Outbound toll-free numbers Spanish Outbound 900/976 Directory assistance

• • •

A composite annual report Total number of devices in the state of Washington AND per Washington counties. Total percent of inbound call minutes handled in Contractor’s primary CTS relay facility serving Washington CTS relay customers vs. total percent of inbound call minutes handled in any other Contractor CTS relay facility serving Washington CTS relay customers.

ODHH’s Contract Administrator may request changes in report format and

37

content. Any deviation from the report format identified in bidder’s response to this RFP will be done at no additional cost to the State. u.

v.

w.

Speech to Speech Mandatory Requirements (1)

Bidder shall allow speech-to-speech TRS users to choose, either on a call-by-call basis and in their customer profile, whether or not the other party shall be allowed to hear the speech disabled person’s voice. This applies to both calling and called party users.

(2)

All ROs who may handle a speech-to-speech call, including currently employed and potential new hires, shall have their hearing tested prior to handling speech-to-speech calls to measure their ability to understand people with a variety of speech disabilities. Hearing test shall score at a minimum: • Ninety-two percent (92%) or higher in each ear using a fifty (50) word W-22 or NU6 (Northwestern University Auditory Test No. 6 word list) speech recognition test. • Hearing acuity of 20 decibel (dB) or less in each ear using a pure tone test

(3)

Bidder shall obtain a written hearing test result for each RO providing TRS speech-to-speech from an audiologist that is State licensed or certified by the American Speech-Language-Hearing Association with a Certificate of Clinical Competence in Audiology (CCC-A). Upon request bidder shall provide written verification that ROs either meet or exceed the speech-to-speech requirements of this RFP.

Customer Profile Database Mandatory Requirements (1)

Bidder shall incorporate software capable of storing a Customer Profile Database for TRS users who request this function.

(2)

Toll-Free Telephone Support (Customer Service). Bidder shall provide toll-free telephone number(s) that are accessible from anywhere within the State for the purpose of telephone support (customer service) for TRS users.

Billable Minutes, Contractor Reimbursement and State Invoice Mandatory Requirements (1)

Contractor shall invoice the State billable minutes as follows: • Time for each billable minute shall be recorded to the nearest one one-hundredth (1/100th) of a minute; • All billable minutes from the calendar month shall be added and rounded to the nearest minute; • This total shall be the amount of billable minutes billed to the State.

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x.

(2)

Contractor shall not bill the State for billable minutes used during which the calling party receives intercept messages attributed to service affecting events.

(3)

Contractor shall be responsible for seeking reimbursement for the processing of inter-state and international calls from the FCC appointed fund administrator. At present RLSA functions in this capacity.

(4)

FCC and RLSA reimbursed minutes, including intra-state, inter-state, international and toll-free shall be reported to the ODHH Contract Administrator on the State’s monthly invoice.

(5)

Contractor’s monthly invoice to ODHH shall include a statement certifying the accuracy of all data used to generate the charges. Information regarding the individual authorized by the contractor to certify accuracy of data shall be on the invoice including a signature line, signature, e-mail address, fax number and telephone number.

(6)

Contractor’s monthly invoice to ODHH shall be received by ODHH’s Contract Administrator by the twenty-first (21st) of each month.

Outreach Mandatory Requirements (1)

Bidder shall work with the ODHH TRS Contract Administrator to develop an Outreach Plan designed to promote the TRS and CTS services each year per the following activities. The ODHH reserves the right to review and reallocate the list of education and outreach activities mentioned below with the contractor prior to each following quarter if needed. • CapTel TV PSA • CapTel radio broadcasting spots • 3,000 brochures on TRS and CTS, • Ads in Community/Statewide magazines, • Exhibits at Expositions, consumer social events (deaf, deaf-blind, hard-of-hearing, late deafened, and speech disabled), sporting events, general entertainment such as fair, fun runs, disability focused and professional conference with the expressed purpose of soliciting consumer feedback, answering questions, and providing information on Washington TRS/CTS. • Mini Taste of Technology events, • Presentations to business and Service Providers • Other outreach and education activities that are not mentioned above but anything else that deems appropriate in the spirit of increase public awareness of TRS would eventually be included. • Outreach activities mentioned above must include special population such as Washington Native Americans and Veterans.

(2)

Bidder shall work with ODHH TRS Contract Administrator to identify other promotional materials designed to document the TRS and CTS

39

telephone numbers, provide general instruction on the use of TRS, STS, etc. (3)

y.

Bidder shall be responsible for monitoring that every telephone company directory in Washington clearly and accurately lists the TRS and CTS access numbers. Additionally, explanation of TRS and CTS services shall be printed in each directory.

Disaster Recovery, Continuity of Operations and Pandemic Plans Mandatory Requirements (1)

Bidder shall have plans, documented in writing, for disaster recovery, continuity of operations and pandemic. These plans shall deal with all types of natural and man-made disasters including, but not limited to, terrorism, loss of structure(s), loss of infrastructure, loss of switching equipment, telephone line cut and pandemic type illness. Plans shall contain detailed levels of escalation that shall be deployed for handling of potential disasters to provide continuity of TRS operations with little or no impairment to the relay services.

(2)

Disaster recovery, continuity of operations and pandemic plans shall be: • Reviewed and updated as necessary to accommodate changes in staff, contact information, etc. • Communicated within bidder’s organization. • Safeguarded in multiple locations in multiple formats (e.g., electronic, printed, etc.).

(3)

Upon request bidder shall provide a copy of their disaster recovery, continuity of operations and pandemic plans to the State for review.

(4)

Notification of Disaster to the State of Washington. Contractor shall notify ODHH’s TRS Contract Administrator, using a mutually agreed upon format(s) and method of contact, within fifteen (15) minutes of any disaster or event that impedes access to or processing of TRS operations affecting multiple callers for a period of more than thirty (30) minutes.

(5)

Written Report Following Notification of Disaster to the State. Contractor shall provide to ODHH’s TRS Contract Administrator, using a mutually agreed upon format(s) and method of delivery and within three (3) calendar days following TRS resumption of operation after a Notification of Disaster to the State, a written report containing, but not limited to, the following information: • How the problem occurred • When the problem occurred • What was required to correct the problem? • Time and date with the relay resumed full operation

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3.

Management, Experience and Qualifications Proposal (Section 3 of Proposal) General Requirements: In this section of the proposal, the Bidder is to discuss project organization and the knowledge, skills, abilities, and experience of the proposed team members. The contract resulting from this procurement will require that any change in key staff (as identified in Bidder’s response to this procurement) will be subject to prior DSHS acceptance. The contract will also provide that DSHS may request that Bidder remove selected staff on one (1) day’s notice and provide replacement staff without impacting the schedule. Lettered Responses. Please letter each response so that it corresponds to the question letter below: questions in this Proposal Section 3 are lettered a through e. The response must begin with a restatement of the question followed by the Bidder’s response to the question. A reference to another section will not suffice, each answer must stand alone. Attachments. Attachments must be labeled and tabbed and the question number to which it responds must be indicated. Points Awarded for Responses. The scores for each item listed in this section will be based upon a scale of zero (0) to eight (8), with those scores being defined as follows: Score

Description

8

Exceptional

6

Above Average

4

Average

2

Below Average

0

Failing

Discussion Feature or capability is clearly superior to that which is average. Feature or capability is better than that which is average. This is the baseline score for each item with adjustments based upon the evaluator’s interpretation of the Bidder’s response. Feature or capability is substandard to that which is average. Feature or capability is non-responsive or clearly inadequate to that which is average. For a mandatory requirement, it will result in disqualification of the Bidder’s response.

The total number of available points for this Section 3 of the Proposal is 40.

41

The response must provide sufficient information for each designated item to enable the evaluators to judge the quality of the response. Scores will be awarded based upon the content of the answers of each individual designated item and, where appropriate, information, provided by references or evaluator follow-up of items in question. a. Executive Summary The executive summary should describe the Bidder’s response at a high level in terms of project approach, perspective, staffing, skill levels, and overall Work Description. It should demonstrate that the Bidder understands the scope and objectives of the project. The Bidder should describe the risks associated with this project, critical success factors and actions DSHS should consider throughout the project. Explain why the proposed solution will support the successful completion of this project for DSHS, and why DSHS should select your proposed solution. This summary should give the reader a strong general overview of the management and technical responses of the Bidder. b. Experience of the Bidder Present an in-depth discussion and graphic representation of the Bidder’s specific experience in the performance of completed projects that meet the criteria of this Procurement. Clearly describe the scope and scale of those projects. Describe why your experience positions your firm as the best candidate for this project. (1) Based upon your experience with TRS & CTS Relay Services, provide a detailed listing of the Key Personnel or team you propose for this engagement, including the titles of staff, team roles (if applicable), and a current resume of each person proposed. c. Experience Completing Projects of Similar Size Describe your experience in the last five years in providing systems and completing projects of a similar size and scope to the system and project proposed. d. Experience Providing Systems for TRS Describe your experience in the last five years in providing systems and completing projects for Telecommunications Relay Services. e. Customer References Provide three or more references of non-Bidder owned customers with whom the bidder has completed Telecommunications Relay Services projects in the preceding five years of similar size to the project proposed in response to this Procurement. Give the following information:

42



Customer name;



Customer business address;



Name, title and telephone number of customer contact;



Contract cost; and



Description of the project.

DSHS may, at its option, contact other Bidder customers for references, by telephone or other means, and evaluate the Bidder based upon these references. Please note: If a person whom you have listed as a reference refuses to respond, you will be assigned the lowest point value possible for that question. DSHS considers references to be extremely important. The references and other related referrals may be contacted during the evaluation of the Bidder’s response. Scores for this section will be based upon the reference provided and other related information.

43

4.

Cost Proposal (Section 4 of Proposal) General Requirements: In this section of the proposal, the Bidder is to identify all costs including expenses to be charged for performing the tasks necessary to accomplish the objectives of the contract for each phase. The cost proposal must be based on the deliverables and scope of work. It must reflect all costs associated with meeting the requirements and services listed in the RFP and being offered by the Bidder as part of the Bidder’s response. Evaluation of the cost proposal will be based upon the total fee for the project in accordance with the scoring section. Prices quoted shall remain fixed for the duration of the contract executed as a result of this RFP. Bidders are required to collect and pay Washington State sales tax, if applicable. Bidder may label some or all information contained in the Financial/Contractual Response as “Proprietary”. Bidder acknowledges that DSHS may be required to disclose pursuant to public disclosure rules certain contract related costs, such as the Cost per Conversation Minute. DSHS, however, shall always inform Bidder of the pending public release of information that has been designated as “Proprietary” pursuant to a public disclosure request and the nature of the information requested to be disclosed. Numbering of Responses. Please number each response so that it corresponds to the question number. The response must begin with a restatement of the question followed by the Bidder’s response to the question. A reference to another section will not suffice, each answer must stand alone. Attachments. Attachments must be labeled and tabbed and the question number to which it responds must be indicated. Points Awarded for Responses. Scores for this section will be based upon the amount quoted by Bidder below as the TOTAL CONTRACT MAXIMUM PRICE FOR 5 YEAR TERM. Such amount must be clearly calculated out and explained by the Bidder and must be directly correlated to all costs quoted within the sections of this Proposal Section 4. DSHS has a budgeted amount not to exceed $6.5 million for this project. DSHS may reject any Proposal in excess of that amount. The total number of available points for this Section 4 of the Proposal is 60. a. Identification of Costs In this section of the proposal, the Bidder is to identify all costs including expenses to be charged for performing the tasks necessary to accomplish the objectives of the contract. Bidder shall clearly indicate in this section the monetary breakdown in cents on the dollar the itemized costs contribute towards the total quoted price per minute for TRS and CTS. Such itemized costs shall include but not be limited to costs such as RO labor costs, costs of typing speeds in 15 words per minute increments up to 60 WPM, cost of typing speed in 5 words per minute increments up to 75 wpm, network access, network maintenance, RO training, monthly report generation,

44

etcetera. The Bidder is to submit a fully detailed and itemized budget for Outreach Services and Relay Account Manager costs, including staff costs and any non-labor expenses necessary to accomplish the tasks and to produce the deliverables proposed. Bidder shall clearly mark such information as “Proprietary”. Bidders are required to collect and pay Washington State sales tax, if applicable. See also Section 4.f, Subcontractors, below. b. Pricing for TRS Services TRS Services include all services necessary to implement Technical and Operational Proposal Specifications which are mandatory. TRS Services pricing shall not include the cost of RPM Services, which must be quoted separately if offering TRS and/or CTS. TRS and CTS Price per call minute shall be based on conversation minute basis. For purposes of calculating and rending bills for relay services to that state, billable minutes is the elapsed time for intrastate (local and intrastate toll) calls between the time the called party and calling party are able to converse and at the time one of the users disconnects. Time for each conversation shall be recorded to the nearest hundredth of a minute; all conversation times for each calendar month shall be added and rounded to the nearest minute and this total shall be the amount of time billed to the state. If offering, either singly or in combination, TRS and/or CTS, bidders are required to submit corresponding quotations for Relay Program Manager(s) as shown below: c. Combined TRS and CTRS Pricing Proposal Bidders electing to provide a quotation for the provision of BOTH TRS and CTS in lieu of or in addition to their individual price quotation(s) for TRS or CTS may do so. Bidders are still required to submit a quotation for Relay Program Manager as part of a joint TRS/CTS price quotation

TRS CONVERSATION MINUTES BASIS: Price Per Call Minute = $______________ CTRS CONVERSATION MINUTES BASIS: Price Per Call Minute = $______________ Relay Program Manager BASIS:

45

Price Per Month =

$______________

d. Pricing for Outreach Services Total amount for Outreach Services shall be negotiated between the apparently Successful Bidder and DSHS shall be a maximum of $150,000 per fiscal year. Outreach activities must be completed prior to payment of agreed upon Outreach activities. DSHS can only pay for completed outreach deliverables established in the Outreach Plan that shall be negotiated between parties. e. Pricing All Inclusive DSHS will not pay any Bidder costs or charges associated with services provided which are not included in the quoted prices. All quoted prices, including prices for optional services and Bidder discounts, shall remain fixed for the duration of the five year contract executed as a result of this Procurement. No changes in prices or services may occur during that time, unless related to services mandated by the FCC and only for specific service items agreed to by DSHS in writing. Proposed price changes shall be accompanied by documentation supporting in sufficient detail to DSHS’s satisfaction justification for such increases. DSHS reserves the right to accept or reject any proposed price changes, in the best interest of the State of Washington. If DSHS elects to exercise its contract renewal options for an additional optional two years, changes in proposal prices shall be at a rate not to exceed the Producer Price Index (PPI) established by the Department of Labor, Bureau of Labor Statistics, for the applicable PPI measurement period in which the price proposal changes are to be effective. All information regarding proposed price changes due to contract renewal shall be submitted to DSHS at least 180 calendar days prior to the proposed date of imposition of any such change. If accepted, such price changes shall be effective on the first day of the contract renewal period. TOTAL CONTRACT MAXIMUM PRICE FOR 5 YEAR TERM: $__________ f.

Subcontractors If one or more subcontractors certified by the Office of Minority and Women's Business Enterprises are proposed, the Bidder must set out in the Cost Proposal the portion to be paid to the certified MBE and/or the WBE firm. Costs for subcontractors, which are not certified, are also to be broken out separately.

g. Termination of Assigned Staff DSHS may, with one (1) working day written notice, request immediate replacement of a member of Contractor staff assigned to this project.

46

Bidder must acknowledge and agree to the above conditions. h. Plan for Service Start Up Documentation The response must include a detailed plan for fully implementing the WATRS by July 1, 2015. The plan must describe how the transition from the existing WATRS carrier to the new contractor will be accomplished and implemented. The plan shall allow time for adequate advertising necessary to notify and educate relay users about the change; set forth procedures for notifying and educating relay users about the change; and include a timeline that sets forth critical dates for major steps in the implementation process from contract award date to start date. There will be no separate payment to the contractor for costs associated with the startup phase. The contractor should include startup costs when calculating the prices submitted in Section 4.

The response must also include a provision for transitioning the existing telephone numbers referenced in Section C.2.p.(4) for this new service.

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SECTION D. EVALUATION 1.

Evaluation Procedure DSHS shall designate an evaluation team to review, evaluate, and score Bidder Proposals. DSHS, at its sole discretion, will select finalists for an oral presentation, if oral presentations are held. Evaluators will evaluate and score the oral presentations of Bidders selected as finalists.

2.

Proposal Evaluation DSHS will initially screen each Proposal to determine if the Bidder has complied with the stated Administrative Requirements and Submittal Instructions. If a Proposal does not meet all Administrative Requirements for this RFP, DSHS may consider the Proposal non-responsive and may withdraw it from consideration at any time. If a Proposal meets all Administrative Requirements, evaluators will score and award points up to the maximum points available for each question.

3.

Scoring of Proposals The maximum number of evaluation points available is 200 The Administrative Requirements are evaluated on a pass/fail basis. The following weighting and points will be assigned to the Proposal for evaluation purposes:

WRITTEN PROPOSAL Technical Proposal

100 Points

Experience and Qualifications

40 Points

Cost Proposal

60 Points

________________________________________________________ Total for Written Proposal

200 Points

For each question, 0 is the lowest possible score and points are awarded for the most complete answers that demonstrate the Bidder’s expertise and/or experience, up to the maximum number of points listed for each question within Section 2 and Section 3. The final score for the Section 4, Cost Proposal, will be computed by dividing the lowest responsive TOTAL CONTRACT MAXIMUM PRICE FOR 5 YEAR TERM cost by the Bidder’s TOTAL CONTRACT MAXIMUM PRICE FOR 5 YEAR TERM cost. The result of these calculations will be multiplied by the overall financial points available. See the example below: Example: A total point for cost section equals 60 Lowest bid = $20,000

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4.

Bidder's bid

= $25,000

$20,000 divided by $25,000

= 0.80 (80%)

0.80 times 60 points possible

= 48 points for the cost proposal

Final Determination of Apparently Successful Bidder(s) DSHS program staff and/or management may conduct a final review of the evaluation and scoring of finalist(s). In this final review, DSHS may consider past or current performance of any DSHS contracts by a finalist(s), and any experience of the program or DSHS in working with a finalist(s) under any past or current contract with DSHS. DSHS management shall make the final determination as to which Bidder(s), initially designated as finalist(s), shall be officially selected and notified as the Apparently Successful Bidder(s). Program staff and DSHS management shall determine which Proposals reviewed during this final selection process will best meet the needs of DSHS and, specifically, the needs of the Office of the Deaf and Hard of Hearing. Any Bidder who would be an Apparently Successful Bidder based on the scores awarded by the evaluators, and who is not selected, shall be provided, upon request, the reasons why DSHS selected a Bidder with a lower final score.

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Exhibit A - Checklist for Responsiveness Proposal was submitted on or before 3:00 p.m. on or before the due date. Required number of proposal copies was submitted. Proposal is placed in binders with tabs separating the major sections of the proposal. Bidder meets minimum qualifications, which are: Licensed to do business in the State of Washington The Bidder must have at least five years’ experience through a contract with two or more individual states for the design, operational management, and provision of telecommunications relay services to persons who are deaf, deaf-blind, hard of hearing, and speech-impaired pursuant to applicable federal telecommunications statutes, regulations and orders governing TRS. Telecommunications Relay Services • Bidder must meet all minimum standards and regulations relating to TRS as promulgated by the Federal Communications Commission in 47 C.F.R. Section 64.601 – 64.606 et seq., and applicable FCC Rule and Orders. • Bidder must provide all necessary facilities, equipment, software, circuits, telephone service, staff, training, implementation, operational management, billing, testing, reporting and other program elements as may be needed for the provision of TRS. • Bidder must have the capability of providing Internet-based Relay Services in accordance with FCC regulations on a 24-hour, 7 days per week, 365 days per year basis. • Bidder must provide fully functional SS7 or an operationally better signaling system capability for calls within their network and possess the ability to transfer calls outside their network with all call information. Captioned Telephone Relay Services • Bidder must have a demonstrated capability of providing Captioned Telephone services and features on a nationwide availability basis for a minimum of two (2) years. Proposal demonstrates that the Bidder is capable/responsible to provide the services. Functional/Technical Proposal is essentially responsive to core requirements of this Procurement and does not impose conditions that would modify this Procurement. Project Management Proposal is essentially responsive to core requirements of this Procurement. Financial/Contractual Proposal is essentially responsive to core requirements of this Procurement. Letter of Submittal and Certifications and Assurances were signed by an individual authorized to bind the Bidder to a contractual relationship, e.g., the President or Executive Director if a corporation, the managing partner if a partnership, or the sole proprietor if a sole proprietorship. If Minority- and Women-Owned Business participation is being claimed, a certification from OMWBE is included. Department of Social & Health Services RFP # 1456-527

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December 17, 2014

The Letter of Submittal included a statement that a Certificate of Insurance would be provided as a condition of award. Required number of references was provided.

Department of Social & Health Services RFP # 1456-527

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December 17, 2014

Exhibit B Bidder Certification and Assurances RFP # 1456-527 Telecommunications Relay Services Under the penalties of perjury of the State of Washington, we make the following certifications and assurances as a required element of our Proposal for RFP# 1456-527. We affirm the truthfulness of these facts and acknowledge our current and continued compliance with these certifications and assurances as part of our Proposal and any resulting contract award with DSHS. 1. We declare that all answers and statements made in the Proposal are true and correct. 2. We certify that the prices and/or cost data contained in our proposal: (a) have been determined independently, without consultation, communication or agreement with others for the purpose of restricting competition, and (b) have not been and will not be knowingly disclosed by the offeror, directly or indirectly, to any other offeror or competitor before contract award, except to the extent that we have joined with other individuals or organizations for the purpose of preparing and submitting a joint proposal or unless otherwise required by law. 3. Our Proposal is a firm offer for a period of 180 days following receipt, and it may be accepted by DSHS without further negotiation (except where obviously required by lack of certainty in key terms) at any time within the 180-day period. In the case of a protest, the Bidder’s Proposal will remain valid for 210 days or until the protest is resolved, whichever is later. 4. We have not been assisted by any current or former DSHS employee whose duties relate (or did relate) to this procurement and who assisted in other than his or her official, public capacity. If there are any exceptions to these assurances or we have been assisted, we will identify on a separate page attached to this document each individual by: (a) name, (b) current address and telephone number, (c) current or former position with DSHS, (d) dates of employment with DSHS, and (e) detailed description of the assistance provided by that individual. 5. We acknowledge that DSHS will not reimburse us for any costs incurred in the preparation of our Proposal. All Proposals become the property of DSHS and we claim no proprietary right to the ideas, writings, items or samples. 6. We acknowledge that any resulting contract awards will incorporate Special Terms and Conditions, Statement of Work, and General Terms and Conditions substantially similar to the sample contract attached to the procurement document. 7. We acknowledge that if we are awarded a contract containing Business Associate requirements under the Health Insurance Portability and Accountability Act of 1996 (HIPAA), or any other Data Security requirements, that we will incorporate the terms of such Business Associate or Data Security requirements into all related subcontracts.

8. We will comply with these or substantially similar Special Terms and Conditions, Statement of Work, and General Terms and Conditions if awarded a contract, and will negotiate in good faith any changes or modifications. 9. We acknowledge that if awarded a contract with DSHS, we are required to comply with all applicable state and federal civil rights and other laws. Failure to comply may result in contract termination. We agree to submit additional information about our nondiscrimination policies, at any time, if requested by DSHS 10. We certify that we have a current Washington Business License, and agree to promptly provide a copy of the license if we are awarded a contract. 11. We made no attempt, nor will make any attempt, to induce any other person or firm to submit, or not submit, a proposal for the purpose of restricting competition. 12. We acknowledge and authorize DSHS to conduct a financial assessment and/or background check of our organization if DSHS considers such action necessary or advisable. 13. We acknowledge our obligation to notify DSHS of any changes in the certifications and assurances above.

Signature

Title

Organization Name

Date

Exhibit C - Procedure for ASA Penalty Assessment ASA Penalty Assessment •

Refer to State Call Summary (see Example Data on the following page)



Review the ASA from the Total Day column.



Note the days in which the ASA is over 10 Seconds. Those days are considered days of noncompliance. The State Call Summary indicates that days 16, 22, 28, 29, and 30 are non-complaint days with corresponding ASAs of 11.2, 11.3, 12.1, 13.1, and 13.3, respectively.

The formula to determine the penalty is as follows: 1. The monthly penalty base will be 1% of the total compensation due as shown on the invoice. Example: If total compensation due is 1 million dollars, then 1% X $1M equals the monthly base penalty of $10,000. 2. Divide 10 (required ASA) by the ASA of the non-complaint day. Subtract this number from 1 to get the non-compliance percentage. Example: Day 16 is the first non-complaint day and has an ASA of 11.2. The calculation is as follows: 10/11.2 = .8928 1 - .8928 = .1071. 10.71% represents the ASA non-compliance percentage for that day. 3. Multiply the monthly base penalty of $10,000 by the over compliance percentage. Example: .1071 x $10,000 = $1,071. $1,071 is the penalty assessment for that non-complaint day. 4. Continue with of the remaining days in which the ASA higher than 3.3. Day 22: Day 28: Day 29 Day 30

10/11.3 = .8849 1- .8849 = .1150 .1150 x 10,000 = 10/12.1= .8264 1- .8264 = .1735 .1735 x 10,000 = 10/13.1 = .7633 1 - .7633 = .2366 .2366 x 10,000 = 10/13.3 = .7518 1 - .7518 = .2481 .2481 x 10,000 =

$1,150 $1,735 $2,366 $2,481

The total ASA penalty will be $7,732 for that month. The penalty amount will be deducted from the invoice presented by Bidder for the total compensation due that month and the invoice amount so remaining shall be due and payable by DSHS pursuant to the terms of the contract.

Department of Social & Health Services RFP # 1456-527

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December 17, 2014

Example Data State Call Summary 12M - 6 A Date 1 Mon 2 Tue 3 Wed 4 Thr 5 Fri 6 Sat 7 Sun 8 Mon 9 Tue 10 Wed 11 Thr 12 Fri 13 Sat 14 Sun 15 Mon 16 Tues 17 Wed 18 Thr 19 Fri 20 Sat 21 Sun 22 Mon 23 Tues 24 Wed 25 Thr 26 Fri 27 Sat 28 Sun 29 Mon 30 Tue

NCH 241 189 273 149 199 257 223 181 162 187 158 141 156 307 264 190 167 155 199 141 143 133 226 220 133 144 145 165 198 154

ASA 1.1 7.3 1.1 1.7 1.3 0.7 2.7 1.7 4.2 3.3 1.1 1.8 3.3 1.8 2.7 10.3 1.3 1.4 6.3 0.8 0.9 11.9 0.8 0.8 1.7 1.3 2.7 9.1 8.5 11.3

Department of Social & Health Services RFP # 1456-527

6A 12N NCH 1600 4107 3566 4561 3221 1567 1445 3892 3590 3256 3555 2309 1845 1322 3901 3256 3553 2920 2998 1910 1201 3798 3425 3109 3287 3456 1541 1398 3084 3920

12N - 6 P ASA 0.9 4.8 1.7 2.9 0.8 1.6 1.0 1.0 2.8 1.4 1.0 0.9 0.8 1.0 1.0 10.4 1.0 0.9 1.5 1.5 1.3 7.5 4.4 2.6 3.0 2.5 1.4 13.9 9.7 13.1

NCH 5567 5345 5123 5432 5008 2879 2345 5612 5932 5432 5298 5035 2602 2461 5899 5753 5234 4897 4325 2785 2945 5987 5689 5321 4921 4879 2346 2198 5621 5432

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ASA 0.8 2.5 4.6 1.7 2.0 1.9 1.0 0.8 1.8 1.1 1.8 1.6 2.8 1.6 1.6 10.0 1.0 1.6 1.8 2.5 1.3 11.3 2.2 2.0 4.1 2.7 6.1 8.7 14.8 10.2

6P - 12 M NCH 2,699 2766 4107 3092 4561 2143 2534 3546 3892 3122 3256 3555 2654 2433 3511 3901 3975 3553 2920 2335 2132 3700 3222 3441 3109 3287 2341 2233 3456 3084

Total Day ASA 4.6 1.4 1.5 0.8 1.2 1.3 4.4 2.8 1.3 1.2 1.0 1.1 1.0 4.5 3.4 11.3 1.7 1.6 1.2 1.1 4.0 14.5 1.0 1.0 1.0 1.5 1.1 8.6 15.3 11.9

NCH 10107 12407 13069 13234 12989 6846 6547 13231 13576 11997 12267 11040 7257 6523 12575 13100 12929 11525 10442 7171 6421 13618 12562 12091 11450 11766 6373 5994 12359 12590

December 17, 2014

ASA 2.3 3.0 2.9 1.8 1.4 1.6 2.2 1.6 2.0 1.2 1.3 1.3 1.7 2.5 2.2 10.5 1.2 1.4 1.6 1.8 2.2 11.3 2.5 1.9 2.9 2.3 3.3 10.1 12.1 11.6

Exhibit D

WASHINGTON TELECOMMUNICATIONS RELAY SERVICES CONTRACT BETWEEN STATE OF WASHINGTON DEPARTMENT OF SOCIAL AND HEALTH SERVICES AND ________________________________________________

DATED:

DSHS Purchased Service Contract Number _____________

TABLE OF CONTENTS 1. 2. 3.

4.

5.

6. 7.

DEFINITIONS.....................................................................................................................1 TERM. .................................................................................................................................9 FINANCIAL MATTERS. ...................................................................................................9 3.1 Charges. ...................................................................................................................9 3.2 No Increases. ............................................................................................................9 3.3 Transportation and Insurance Charges.....................................................................9 3.4 Taxes. .......................................................................................................................9 3.5 Contractor Expenses. .............................................................................................10 3.6 Invoices. .................................................................................................................10 3.7 Funding. .................................................................................................................10 3.8 Most Favored Customer. ........................................................................................11 3.9 Overpayments to Contractor. .................................................................................11 3.10 Advance Payments Prohibited ...............................................................................11 3.11 Credits. ...................................................................................................................11 3.12 Interest....................................................................................................................11 3.13 Billing Limitations. ................................................................................................12 3.14 Holdback. ...............................................................................................................12 PROJECT MANAGEMENT. ............................................................................................12 4.1 Reports and Meetings. ...........................................................................................12 4.2 Relay Program Manager. .......................................................................................12 4.3 Contractor Staff. .....................................................................................................13 4.4 ODHH TRS Contract Administrator. ....................................................................14 4.5 Employment of State Personnel. ............................................................................14 4.6 Reference and Background Checks. ......................................................................14 4.7 Records Retention and Access Requirements........................................................14 4.8 Accounting Requirements......................................................................................15 4.9 Supplemental Contracts. ........................................................................................15 4.10 Audit Reports. ........................................................................................................16 SERVICES AND RESOURCES. ......................................................................................16 5.1 Performance. ..........................................................................................................16 5.2 Necessary Resources. .............................................................................................16 5.3 Ownership. .............................................................................................................16 5.4 Use of Property. .....................................................................................................16 5.5 Damage to Property. ..............................................................................................16 5.6 Notice of Damage. .................................................................................................17 5.7 Surrender of Property. ............................................................................................17 5.8 DSHS Property and Facility...................................................................................17 EQUIPMENT. ...................................................................................................................17 SERVICES AND DELIVERABLES. ...............................................................................17 7.1 General. ..................................................................................................................17 7.2 Work Plan. .............................................................................................................17 7.3 Acceptance Process. ...............................................................................................18 i

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8.

9. 10.

11.

12.

13.

14.

7.4 Protection From Damage. ......................................................................................19 7.5 Delivery..................................................................................................................19 7.6 Interpretation of Deliverables. ...............................................................................19 7.7 Representation........................................................................................................20 7.8 Source Code. ..........................................................................................................20 7.9 Knowledge Transfer...............................................................................................20 LICENSES. ........................................................................................................................20 8.1 Grants. ....................................................................................................................20 8.2 Term. ......................................................................................................................20 8.3 Title. .......................................................................................................................21 8.4 Documentation. ......................................................................................................21 8.5 Copies. ...................................................................................................................21 8.6 Restrictions. ...........................................................................................................21 8.7 Replacement Equipment. .......................................................................................21 DSHS OWNERSHIP. ........................................................................................................22 IMPLEMENTATION AND TRAINING. .........................................................................22 10.1 Service and Features Implementation Timelines. ..................................................22 10.2 Service and Features Training. ..............................................................................22 FEDERAL CERTIFICATION. .........................................................................................22 11.1 Primary Objective. .................................................................................................22 11.2 Contractor Obligations. ..........................................................................................22 WARRANTIES. ................................................................................................................23 12.1 Deliverables and Services. .....................................................................................23 12.2 Date/Time Compliance Warranty. .........................................................................23 12.3 Unauthorized Code and Self Help Code. ...............................................................24 12.4 Power and Authority. .............................................................................................24 12.5 Registration. ...........................................................................................................24 12.6 Written Commitments............................................................................................24 12.7 Authorization. ........................................................................................................24 12.8 Ability to Perform. .................................................................................................25 12.9 DISCLAIMERS. ....................................................................................................25 WARRANTY SERVICES AND OPERATIONS AND MAINTENANCE SERVICES. 25 13.1 General Responsibilities. .......................................................................................25 13.2 Emergency Inquiry and Assistance. .......................................................................26 13.3 Additional Assistance. ...........................................................................................26 13.4 Database. ................................................................................................................26 13.5 Enhancements. .......................................................................................................27 13.6 Performance Standard Measurement. ....................................................................27 13.7 Continuous Improvement.......................................................................................27 DISPUTE RESOLUTION. ................................................................................................27 14.1 Good Faith Efforts. ................................................................................................27 14.2 Continued Performance. ........................................................................................27

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15.

16.

17.

18.

19.

20.

CHANGES. ........................................................................................................................28 15.1 Changing Government Programs and Services. ....................................................28 15.2 Identifying Changes. ..............................................................................................28 15.3 Noncompliance. .....................................................................................................28 15.4 Notice From DSHS. ...............................................................................................28 15.5 Issuance of Change Requests. ................................................................................28 15.6 Contractor Response to Changes and Change Requests. .......................................28 15.7 Agreement on Change Order. ................................................................................28 15.8 Disagreement. ........................................................................................................29 15.9 Termination. ...........................................................................................................29 15.10 Contractor Submission of Change Request. ..........................................................29 LETTER OF CREDIT. ......................................................................................................29 16.1 Value. .....................................................................................................................29 16.2 Payments. ...............................................................................................................30 16.3 Review and Acceptance by DSHS. ........................................................................30 ADDITIONAL RIGHTS AND REMEDIES.....................................................................30 17.1 Liquidated Damages. .............................................................................................30 17.2 Withholding Payments. ..........................................................................................30 17.3 Reductions in Payments Due. ................................................................................31 17.4 Substitute................................................................................................................31 17.5 Performance Standards. .........................................................................................31 17.6 Suspension for Convenience. .................................................................................31 17.7 Right to Assurance. ................................................................................................31 17.8 Corrective Action Plans. ........................................................................................31 INSURANCE. ....................................................................................................................32 18.1 Liability and Auto Insurance. ................................................................................32 18.2 Worker’s Compensation Coverage. .......................................................................33 18.3 Subcontractors........................................................................................................33 18.4 Premiums. ..............................................................................................................33 18.5 Cancellation. ..........................................................................................................34 18.6 Insurance Documents. ............................................................................................34 18.7 Increased Coverage. ...............................................................................................34 18.8 Cross-Liability. ......................................................................................................34 18.9 General. ..................................................................................................................34 CONFIDENTIAL INFORMATION AND PROPRIETARY INFORMATION. .............35 19.1 Protection Obligations. ..........................................................................................35 19.2 Audit. .....................................................................................................................36 19.3 Return.....................................................................................................................36 19.4 Unauthorized Disclosures or Users. .......................................................................36 19.5 Nondisclosure of Other DSHS Information...........................................................36 19.6 Exceptions. .............................................................................................................36 19.7 Survival. .................................................................................................................37 INDEMNIFICATIONS. ....................................................................................................37 20.1 Intellectual Property. ..............................................................................................37 iii

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21.

22.

23.

20.2 General. ..................................................................................................................37 20.3 Waiver of Statutory Immunity. ..............................................................................38 DAMAGES DISCLAIMERS AND LIMITATIONS........................................................38 21.1 DSHS’s Disclaimer of Damages. ...........................................................................38 21.2 Contractor’s Disclaimer of Damages. ....................................................................38 21.3 Exceptions to Contractor’s Disclaimer of Damages. .............................................38 TERMINATION. ...............................................................................................................39 22.1 Termination for Contractor’s Material Breach. .....................................................39 22.2 Termination for Rejection of Deliverables or New Services. ................................39 22.3 Termination for Conflict of Interest. ......................................................................39 22.4 Termination for DSHS’s Nonpayment. .................................................................39 22.5 Termination Remedies. ..........................................................................................39 22.6 Termination for Convenience. ...............................................................................40 22.7 Termination for Withdrawal of Authority. ............................................................40 22.8 Termination for Non-allocation of Funds. .............................................................40 22.9 Termination and Expiration Procedure. .................................................................41 GENERAL CONDITIONS. ..............................................................................................42 23.1 Anti-Trust Violations. ............................................................................................42 23.2 Assignment. ...........................................................................................................42 23.3 Authority. ...............................................................................................................43 23.4 Binding Effect. .......................................................................................................43 23.5 Claims. ...................................................................................................................43 23.6 Compliance With Civil Rights Laws. ....................................................................43 23.7 Conflicts Between Documents; Order of Precedence. ...........................................43 23.8 Conflicts of Interest................................................................................................44 23.9 Counterparts. ..........................................................................................................44 23.10 Covenant Against Contingent Fees. .......................................................................44 23.11 Cooperation of Parties............................................................................................45 23.12 Debarment and Suspension. ...................................................................................45 23.13 Entire Agreement; Acknowledgement of Understanding. .....................................45 23.14 Force Majeure. .......................................................................................................45 23.15 Governing Law. .....................................................................................................45 23.16 Headings. ...............................................................................................................45 23.17 Independent Status of Contractor...........................................................................45 23.18 Legal and Regulatory Compliance.........................................................................46 23.19 Licensing Standards. ..............................................................................................46 23.20 Lobbying Activities. ..............................................................................................46 23.21 Modifications and Amendments. ...........................................................................46 23.22 Non-waiver. ...........................................................................................................46 23.23 Notice of Delay. .....................................................................................................46 23.24 Notices. ..................................................................................................................47 23.25 Publicity. ................................................................................................................47 23.26 Remedies. ...............................................................................................................48 23.27 Severability. ...........................................................................................................48 23.28 Sovereign Immunity...............................................................................................48 iv

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23.29 Subcontractors........................................................................................................48 23.30 Subpoena. ...............................................................................................................49 23.31 Survival. .................................................................................................................49 23.32 Waiver. ...................................................................................................................49 EXHIBIT A. CHARGES, PAYMENTS, KEY STAFF, AND DELIVERABLES .........................1 EXHIBIT B. PERFORMANCE STANDARDS, LIQUIDATED DAMAGES AND ESCALATION PROCEDURE............................................................................................1 EXHIBIT C. REVISIONS TO THE RESPONSE ...........................................................................1 EXHIBIT D. LETTER OF CREDIT ...............................................................................................1

v 1/29/2015

WASHINGTON TELECOMMUNICATIONS RELAY SERVICES CONTRACT

This Washington Telecommunications Relay Services Contract (the “Contract”) is entered into as of the __ day of _______, 2015 (the “Effective Date”), by and between the State of Washington, acting by and through the Department of Social and Health Services, an agency of Washington State government (“DSHS”), and ______________, a [State of incorporation] [corporation/limited liability partnership/other] (“Contractor,” as defined further below). RECITALS DSHS issued Request for Proposals _____ (“RFP”), which was dated_______, to solicit proposals for the provision of Telecommunications Relay Services (“TRS”) for Washington residents who are deaf, hard of hearing, deaf-blind, and/or speech impaired, and which is incorporated into the Contract by this reference; Contractor submitted a proposal, which was dated ________, in response to the RFP (the “Response”, as defined further below), and which is incorporated into the Contract by this reference; DSHS evaluated the Response and identified Contractor as the apparently successful contractor for its TRS; Contractor desires to enter into an agreement with DSHS to provide TRS for the State of Washington; and DSHS and Contractor have agreed that the terms and conditions of this Contract shall govern Contractor’s provision of TRS and associated services. Therefore, in consideration of the foregoing premises and the mutual promises and covenants as set forth below, the parties agree as follows: 1. Definitions. The following terms as used throughout this Contract shall have the meanings as set forth below. 1.1 “Acceptance”: A Notice from DSHS to Contractor that a Deliverable or Service has conformed to its applicable Acceptance Criteria in accordance with the process described in Section 7.3. 1.2 “Acceptance Criteria”: The Specifications against which each Deliverable shall be evaluated in accordance with Section 7.3 and the Performance Standards, warranties and other requirements described in this Contract, DEDs, and any subsequent amendments and Change Orders, and DSHS’s satisfaction for Services which are not subsumed in a Deliverable. 1.3 “Acceptance Tests”: The tests or reviews that are performed by DSHS to determine there are no Deficiencies in the Services or Deliverables and that must be satisfied

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before Acceptance can occur as set forth in Section 7.3, including without limitation User Acceptance Tests on the WATRS and testing the Operational Readiness of the WATRS. 1.4 “Annual Outreach Work Plan”: The Deliverable(s) that will be produced by Contractor each year and that will list Deliverable(s) to be produced during the subsequent year. 1.5

"BAFO(s)": Contractor's best and final offer(s) in response to the RFP.

1.6 “Certification”: FCC’s written certification that Contractor meets the FCC’s statutory requirements pursuant to the Telecommunications Act of 1996, 47 U.S.C. § 225, as amended, and 47 C.F.R. § 64.601, et seq. 1.7 “Change Order”: A written form, in response to a Change Request, that is mutually agreed to in writing by DSHS and Contractor, that modifies, deletes or adds to the Deliverables or Services, in whole or in part, and that is made in accordance with the terms of Section 15. 1.8 “Change Request”: A written form used to modify, delete or add to the Deliverables or Services, in whole or in part, made in accordance with the terms of Section 15. 1.9 “Charges”: The price per minute for each Service, a fixed price for specific Deliverables, and other charges as described in Exhibit A and any subsequent written amendments or Change Orders. 1.10 “Confidential Information”: Various trade secrets and information of each party that either Contractor or DSHS desires to protect against unrestricted disclosure including without limitation DSHS non-publicly available Data, nonpublic Specifications, the Contractor’s Software, State security data, any nonpublic information or documentation concerning either party’s business or future products or plans that are learned by the other party during the performance of this Contract, and information that is designated as confidential by the disclosing party and, subject to Section 19.1.2, that may be exempt from disclosure to the public or other unauthorized persons under either chapter 42.56 RCW or other State or federal statutes. The following are hereby designated DSHS Confidential Information: WATRS caller User and DSHS employee personal information, including but not limited to names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver’s license numbers, medical data, and law enforcement records, data about usage or calling patterns of the WATRS by Users, and such other Confidential Information as is described in this definition. 1.11 “Confirmation”: DSHS’s receipt of notice and full supporting and written documentation (including without limitation test results) from Contractor that Contractor has, as applicable: completed or pre-tested through Contractor Testing a Deliverable in accordance with DSHS’s Acceptance Criteria or pretested the WATRS through Contractor Testing for compliance with the Specifications; and confirmed the Deliverable, including but not limited to the WATRS, is ready for applicable Acceptance Tests.

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1.12 “Contractor”: The entity performing Services pursuant to this Contract, including the Contractor’s owners, members, officers, directors, partners, employees, and/or agents, unless otherwise stated in this Contract. For purposes of any permitted subcontract, “Contractor” includes any Subcontractor and its owners, members, officers, directors, partners, employees, and/or agents. 1.13 “Relay Program Manager”: The individual chosen by Contractor with management responsibilities for Contractor, as described in Section 4.2. Also referred to as the Relay Program Manager in the RFP. 1.14 “Contractor Technology”: Intellectual property owned by Contractor prior to the Effective Date or developed and owned by Contractor outside the scope of this Contract (including modifications, enhancements or improvements thereto), including: Contractor’s proprietary methodologies, project management and other tools, deliverable examples, procedures, processes, techniques, data models, templates, general purpose consulting and software tools, utilities, and routines; the Proprietary Software; and Contractor’s Proprietary Information. 1.15 “Contractor Testing”: Testing that is performed on the Deliverables and Services, in whole or in part, and including but not limited to the WATRS, by Contractor so that Contractor can provide Confirmation of the readiness of the Deliverables and Services, in whole or in part, for Acceptance Tests. 1.16 “Conversion”: The Services performed for converting historical and other Data for Processing by the Software and Services as described in the RFP, the Response, and the Conversion Plan Deliverable. 1.17

“Converted Data”: The Data which has been successfully converted by

Contractor. 1.18 “Corrective Action Plan”: The detailed written plan required by DSHS to correct or resolve a Deficiency or breach by Contractor or event causing the assessment of a liquidated damage against Contractor. 1.19 “Custom Software”: Software, including without limitation interfaces, designed, developed or produced by Contractor under the Contract, but excluding Contractor Software. 1.20 “Cutover”: The event(s) that occurs after Acceptance of WATRS when DSHS decides to put WATRS, in whole or in part, into Production. 1.21 “Data”: DSHS’s and Contractor’s records, files, forms, data and other documents, including but not limited to Converted Data, if any. 1.22

“Date Warranty”: The warranty provided in Section 12.3.

1.23

“day(s)” or “Day(s)”: Calendar day(s), unless otherwise indicated.

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1.24 “DED(s)”: Deliverable Expectation Documents that describe Acceptance Criteria for each Deliverable and Service subject to Acceptance Tests. Each DED is a Deliverable. 1.25 “Deficiency”: A failure of a Service or Deliverable or an omission, defect or deficiency in a Service or Deliverable, which causes it not to conform to its Specifications, or a failure to conform to reasonable commercial or industry standards for appearance, quality, functionality, or format. 1.26 “Deliverables”: Contractor’s products and services which are related to the provision of the WATRS and which are produced and/or prepared for DSHS (either independently or in concert with DSHS or third parties) during the course of Contractor’s performance under this Contract, including without limitation Deliverables which are described in Exhibit A and in the RFP and Response, the Outreach Plan, the WATRS in whole or in part, Enhancements, work produced under the Work Plan and Change Orders including but not limited to Custom Software, and Reports, as well as all designs, structures, and models developed in the course of rendering the Services and incorporated into such Deliverables. 1.27 “Delivery Date(s)”: The dates described in the Work Plan for the delivery of the Deliverables and Services to DSHS. 1.28

“Dispute Resolution”: The process for resolving disputes as described

in Section 14. 1.29 “Documentation”: Any and all service and operations reports, technical and User manuals used in conjunction with the WATRS and/or Deliverables, in whole and in part, including without limitation manuals provided by licensors of any Custom Software and Third-Party Software. 1.30 “Downtime”: The time during which the Contractor is not delivering the WATRS in accordance with the Specifications. Downtime begins when Contractor notifies DSHS that the WATRS at any point in the Contractor’s Network fails to be fully Operational. Downtime continues until Contractor determines the WATRS has been returned to full Operational status. 1.31

“DRB”: Dispute Resolution Board.

1.32 “DSHS”: The Washington State Department of Social and Health Services, any division, section, office, unit or other entity thereof or any of the officers or other officials lawfully representing DSHS. 1.33

“Effective Date”: The date of execution of the Contract by DSHS.

1.34 “Enhancements”: All updates, upgrades, additions, and changes to, and future releases for the WATRS in whole or in part, including without limitation updated versions of the WATRS technical features and changes to the Software and Services as described in Section 13.5.

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1.35 “Equipment”: Including but not limited to: the computer hardware used for providing the WATRS following execution of this Contract or Deliverables made pursuant thereto, all operating system software for use with the Equipment, and Facilities, Services and Deliverables as listed in the RFP, Response, any amendments or Change Orders and/or Exhibit B. 1.36 “Facilities”: The telecommunications lines, trunks, cables, fibers and other media used for voice, data, video, and fax transmissions. 1.37

“FCC”: The Federal Communications Commission

1.38 “Federal Financial Participation”: The Federal government’s share of an expenditure incurred by Contractor under the Contract as directed to RLSA for provider reimbursement, in accordance with FCC rules and regulations. 1.39 “Holdback”: The payment amounts held back by DSHS from each Deliverable’s Charges, as described in Section 3.14. 1.40 “Implementation”: The process for making the WATRS fully operational. Implementation shall be completed when Contractor has completed the Implementation Services according to the Implementation Plan. 1.41 “Implementation Plan”: A plan prepared by Contractor as a Deliverable that details the transition from design and development of a Deliverable, Service, or Enhancement for DSHS in accordance with Specifications. 1.42 “Key Staff”: Contractor’s key Staff listed in as such in Exhibit A of this Contract and is identified as the Relay Program Manager 1.43 “Letter of Credit”: A letter of credit securing Contractor’s performance of its Contract obligations and other potential liabilities to DSHS from the Effective Date until the end of the WATRS Warranty Period, as described in Section 16 and in Exhibit D. 1.44 “Maintenance”: WATRS maintenance services which will be performed by Contractor following Acceptance of the WATRS and which are described as such in the RFP and Response and in Section 13 below. 1.45 “Network”: An integrated system designed to connect voice, data, video and fax devices for the purpose of transmitting information, including without limitation terminal equipment, transmission lines, switching equipment, a LAN or WAN, and other Facilities and Equipment. 1.46 “New Service”: A Service that is added by Contractor after the Effective Date, that is an Enhancement to a Service or that have or will have a fiscal, technical or other discernible impact or effect on DSHS or its Users. 1.47 “Notice”: A written document given by a party to the other in accordance with Section 23.24. 5 1/29/2015

1.48

“ODHH”: The DSHS Office of the Deaf and Hard of Hearing.

1.49 “ODHH TRS Contract Administrator”: The person designated by DSHS or ODHH to be responsible for day-to-day management of DSHS resources, associated financial and contractual matters regarding the Contract, including but not limited to, the person to whom DSHS signature authority has been delegated in writing for the Contract and monitoring the status of Contractor’s performance under the Contract. The term includes, except as otherwise provided herein, an authorized representative of the ODHH TRS Contract Administrator acting within the limits of his/her authority. 1.50

“OFM”: The Washington State Office of Financial Management.

1.51 “Operational”: The condition when the WATRS is totally functional in accordance with Contract Specifications and usable for its purposes in the daily operations of providing the WATRS. 1.52 “Operational Readiness”: Full functionality of the WATRS as described in the RFP and Response. 1.53 “Operations”: Services which will be performed by Contractor which are described in RFP and the Response and Exhibit B, Performance Standards, as they relate to the provision of the WATRS. 1.54 “Outreach Plan”: The plan that is described in Exhibit A, the RFP and the Response and that shall be produced annually by Contractor for DSHS. 1.55 “Performance Standards”: The standards to which the WATRS and other Services provided by Contractor shall perform as required by this Contract and any succeeding amendments thereto, as described in the RFP, Exhibit B, and as otherwise agreed to by the parties in writing. 1.56 “Production”: Actual use of the Services by DSHS in its regular business operations, after Cutover. 1.57 “Property”: All DSHS Equipment, DSHS Confidential Information, DSHS Proprietary Information, Deliverables and other DSHS real and personal property. 1.58 “Proprietary Information”: (i) with respect to Contractor, the Contractor Technology; (ii) with respect to DSHS, any information that DSHS has a legal obligation to protect from unauthorized public disclosure; and (iii) information that either party clearly identifies as its proprietary information excluding, any part of the Proprietary Information which: (a) is or becomes publicly available through no act or failure of the other party unless such party’s act or failure is a breach of a confidentiality obligation applicable to the information; (b) was or is rightfully acquired by the other party from a source other than the disclosing party prior to receipt from the disclosing party; (c) becomes independently available to the other party as a matter of right; (d) was previously known and rightfully acquired at the time received from the other party; (e) is developed by one party independently of any disclosures made by the other party of such information; or (f) is disclosed by a party pursuant to 6 1/29/2015

subpoena or other legal process and which as a result becomes lawfully obtainable by the general public. 1.59 “Proprietary Software”: All computer programs which were developed and owned by Contractor or Subcontractors prior to the Effective Date or which are developed during the term by Contractor Staff in performing work that is not exclusively for this Contract and any modifications thereof and derivative works based thereon, and the documentation used to describe, maintain and use such Proprietary Software. 1.60 “RCW”: The Revised Code of Washington. All references in this Contract to RCW chapters or sections shall include any successor, amended, or replacement statute. Pertinent RCW chapters can be accessed at http;/apps.leg.wa.gov/rcw/. 1.61 “Relay Program Manager”: The individual chosen by Contractor with management responsibilities for Contractor, as described in Section 4.2. 1.62 “RLSA”: Rolka Loube Saltzer Associates, acting in its FCC authorized capacity as Interstate TRS Funds Administrator. 1.63 “Report(s)”: Documents provided by Contractor to DSHS regarding the WATRS activities, events and Deliverables provided. 1.64 “Response”: Contractor’s response to the RFP, dated ____________, as amended including by Exhibit C, BAFOs (if any), and any subsequent information provided by Contractor pursuant to this Contract. Also referred to as the Proposal in the RFP. 1.65 “Schedule”: The dates described in the Work Plan for deadlines for performance of Services and other events and activities. 1.66 “Self Help Code”: Any back door, time bomb, drop dead device, or other software routine designed to disable a computer program automatically with the passage of time or under the positive control of a person other than a licensee of the Software. Self Help Code does not include software routines in a computer program, if any, designed to permit an owner of the computer program (or other person acting by authority of the owner) to obtain access to a licensee’s computer system(s) (e.g., remote access via modem) solely for purposes of Maintenance or technical support. 1.67 “Services”: The tasks and services to be performed and provided by Contractor as described in the RFP, the Response, the other parts of the Contract, and Change Orders, including without limitation the WATRS, New Services, Implementation Services, project management, testing, production and delivery of the Services and Deliverables (including but not limited to Enhancements), Training, Warranty Services, Operations and Maintenance. 1.68 “Site(s)”: The location(s) for the DSHS or Contractor Equipment, Software, Data, and shall include the location of any reports requested for audit or review by DSHS.

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1.69 “Software”: All software used or provided by Contractor for performing the Services, including but not limited to Proprietary Software, Custom Software, and ThirdParty Software. Enhancements provided by Contractor prior to completion of the Contract term and during Maintenance shall be included as part of the Software. 1.70 “Specifications”: The technical and other specifications that define the requirements and that are used for Acceptance Criteria, as described in: (i) the RFP; (ii) the Response; (iii) subsequent Deliverables which have received Acceptance; (iv) the Performance Standards; (v) the Documentation; and (vi) all applicable State and federal policies, laws, regulations, and usability standards, e.g., the American Disabilities Act (ADA), Older Americans Act, and the Rehabilitation Act, Section 508, Subpart B, Section 1194.21, et seq., and the requirements of the Internet Guidelines and Standards as defined in the DSHS NetGuide and in the Rehabilitation Act, Section 508, Subpart B, Section 1194.22. The Specifications are, by this reference, made a part of this Contract, as though completely set forth herein. 1.71 “Staff”: Contractor’s employees, Subcontractors and their employees, contractors, and agents who shall provide the Services on behalf of Contractor, including but not limited to communications assistants. 1.72 “State”: The State of Washington, including without limitation DSHS and all of the State’s other agencies. 1.73 “Subcontractor”: A person, partnership, or company, not in the employment of or owned by Contractor, which is performing Services or providing Deliverables under this Contract and which has a separate contract with or on behalf of Contractor. 1.74 “Third-Party Software”: Software and documentation that are (a) developed by third parties, (b) generally distributed for commercial use, (c) not specifically designed or developed for DSHS, including without limitation operating system software, tools, utilities, and commercial-off-the-shelf software, and (d) supplied by Contractor for use with the Deliverables and Services pursuant to this Contract. 1.75 “Training”: Any Training Deliverable or Service to be provided by Contractor to DSHS. 1.76 “Unauthorized Code”: Any virus, Trojan horse, worm or other software routines or equipment components designed to permit unauthorized access to disable, erase, or otherwise harm Software, Equipment, or Data or to perform any other such actions. 1.77 “Uptime”: The time that the WATRS is Operational, as measured 24-hours a day, Monday through Sunday, on a monthly basis. Uptime shall be as described in Exhibit B, except for mutually agreed upon scheduled Maintenance activities. 1.78 “User Acceptance Tests”: Any type of Acceptance Test identified by DSHS or agreed upon between the parties to determine the functionality and compliance of Services and Deliverables provided by Contractor for Acceptance by DSHS.

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1.79 “User(s)”: Parties who will have use of and access to the WATRS, including but not limited to DSHS staff. 1.80 “Warranty Period(s)”: The one year period(s) following Acceptance of each Service, Acceptance of each Deliverable, and Cutover of WATRS during which Contractor shall provide Warranty Services, subject to extensions for Deficiency correction periods. 1.81 “Warranty Services”: The Services to be provided to DSHS by Contractor during the Warranty Period(s) as described in Section 13. 1.82 “WATRS”: The Washington Telecommunications Relay Service. This term shall refer, without limitation, to the complete collection of all Staff and Services, integrated and functioning together in accordance with the applicable Specifications and utilizing the Contractor’s Equipment and Software. 1.83 “Work Plan”: The overall plan of activities for the delivery of Services and Deliverables, and the delineation of tasks, activities and events to be performed and Deliverables to be produced with regard thereto, as provided in accordance with this Contract and Section 7.2. 2. Term. The term shall begin on the Effective Date, and Contractor shall perform TRS Services beginning at 12:01 a.m., Pacific Time, on July 1, 2015 and continue performing Services for five years thereafter. DSHS reserves the right to extend the term for up to two more years in its sole discretion. 3.

Financial Matters.

3.1 Charges. Except as otherwise provided herein and subject to DSHS’s receipt of a correct invoice, to performance by Contractor of its obligations, and to DSHS’s exercise of its rights and remedies, DSHS shall pay Contractor the Charges for the Services and Deliverables which are described in Exhibit A within 30 days of receipt of such an invoice for Services which were provided and Deliverables which have received Acceptance in the previous month. 3.2 No Increases. Contractor shall not increase the Charges without the prior written consent to such increases by DSHS. 3.3 Transportation and Insurance Charges. The costs associated with transportation, delivery and insurance for each Deliverable, if any, shall be paid for pursuant to the terms of this Contract. Otherwise, such costs shall be paid for by Contractor. 3.4 Taxes. DSHS shall pay Contractor for any sales or use taxes imposed on the Services and/or Deliverables if DSHS receives an invoice from Contractor for such taxes that are applicable. Contractor must pay all other applicable taxes including, but not limited to, the Washington Business and Occupation Tax, taxes based on Contractor’s income, gross receipts or revenue, or personal property taxes levied or assessed on Contractor’s personal property to which DSHS does not hold title. Contractor shall complete registration with the Washington State

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Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract. 3.5 Contractor Expenses. Contractor shall pay Contractor’s out-of-pocket expenses incurred in connection with providing the Services and shall be responsible for payment of all expenses related to salaries, benefits, employment taxes, insurance, travel and per diem for its Staff. 3.6 Invoices. Contractor shall submit correct monthly invoices to the ODHH TRS Contract Administrator for all Charges and other amounts to be paid by DSHS hereunder. All invoices submitted must meet with the approval of the ODHH TRS Contract Administrator or his or her designee(s) prior to payment. Contractor shall only submit invoices for Services or Deliverables as permitted by this Contract. Incorrect or incomplete invoices will be returned by DSHS to Contractor for correction and reissue. The Contract number must appear on all invoices, bills of lading, packages, and billing correspondence relating to this Contract. Invoices must reference this Contract and provide detailed information and in a format as requested by DSHS, including without limitation: 3.6.1

Contractor name, address, telephone number and federal tax

identification number; 3.6.2 An itemization of each Deliverable for which payment is sought, and the Acceptance date triggering payment, if applicable; 3.6.3

Applicable Charges;

3.6.4

Delivery Date(s) of Service delivery and/or Deliverables, as

applicable; 3.6.5 such costs, if applicable;

3.7

Any other project-related costs with a detailed, itemization of

3.6.6

Sales or use taxes, if applicable;

3.6.7

Credits and liquidated damages, if any; and

3.6.8

Total amount due.

Funding.

3.7.1 The parties acknowledge and agree that this Contract is dependent upon the availability of federal and State funding. If funding to make payments in accordance with the provisions of this Contract is not forthcoming from the federal government and/or the State for the terms of this Contract, or is not allocated or allotted to DSHS by the federal government and/or the State for periodic payment pursuant thereto in the current or any future fiscal period, then the obligations of DSHS to make payments after the effective date of such non-allocation or non-funding, as provided in the Notice, will cease and terminate.

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3.7.2 If funding, to make payments in accordance with the provisions of this Contract, is delayed or is reduced from the federal government and/or the State for the terms of this Contract, or is not allocated or allotted in full to DSHS by the federal government and/or the State for periodic payment pursuant thereto in the current or any future fiscal period, then the obligations of DSHS to make payments will be delayed or be reduced accordingly or DSHS shall have the right to terminate the Contract as provided in Section 22.6. If such funding is reduced, DSHS in its sole discretion shall determine which aspects of the Contract shall proceed and which Services shall be performed, with Contractor’s Charges for such Services and Charges for associated Deliverables determined in accordance with those in the Response. In these situations, DSHS will pay Contractor for Services and Deliverables in accordance with the terms of Section 22.6.3 and Section 22.8. Any obligation to pay by DSHS will not extend beyond the end of DSHS’s then-current funding period, except as otherwise provided in Section 22.6 and Section 22.8. 3.7.3 Contractor expressly agrees that no penalty or damages shall be applied to, or shall accrue to, DSHS in the event that the necessary funding to pay under the terms of this Contract is not available, not allocated, not allotted, delayed or reduced. 3.7.4 To the extent DSHS knows of the pending unavailability of federal and/or State funding, DSHS shall use its best efforts to inform Contractor and offer to meet with the Contractor to discuss the possible ramifications to such lack of funding. 3.8 Most Favored Customer. Contractor agrees all the prices, terms, rates, warranties, and benefits granted by Contractor for Deliverables or Services are comparable to or better than the terms, prices, warranties and benefits, being offered by Contractor to any present customer meeting substantially similar qualifications or requirements as DSHS. Except as otherwise herein provided, if Contractor shall, during the term of this Contract, enter into arrangements with any other customer that meets substantially similar qualifications or requirements as DSHS to provide greater benefits or more favorable terms for Deliverables or Services, Contractor shall be obligated to provide the same to DSHS. 3.9 Overpayments to Contractor. Contractor shall promptly, but in all cases credit DSHS the full amount of any erroneous payment or overpayment upon the invoice immediately following Notice of an erroneous payment or overpayment to which Contractor is not entitled. If Contractor fails to make such a timely credit, DSHS may charge Contractor one percent (1%) per month on the amount due until paid in full. 3.10 Advance Payments Prohibited. No advance payment shall be made for goods or Services furnished by Contractor pursuant to this Contract. 3.11 Credits. Any credits due DSHS under this Contract may be applied against Contractor’s invoices with appropriate information attached, upon giving of notice required herein, if any, by DSHS to Contractor. 3.12 Interest. Undisputed amounts remaining unpaid after 30 days following their due date will accrue interest and shall be paid to Contractor as provided in RCW 39.76.010.

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3.13 Billing Limitations. DSHS shall not pay any claims for payment for Services submitted more than 12 months after the calendar month in which the Services were performed unless such failure to submit the claim to DSHS by Contractor is due to the fault of DSHS, nor shall DSHS pay for Services performed under this Contract if the Contractor has charged or will charge the state of Washington or any other party for the same Services. 3.14 Holdback. DSHS shall retain a Holdback of 10% of the Charges for each Deliverable which has received Acceptance and for which DSHS has agreed to pay Charges in a Change Order. If applicable, DSHS will pay Contractor the Holdback within 30 days following receipt by DSHS of an invoice which is issued in accordance with the terms of this Contract following Acceptance of the WATRS. 4.

Project Management. 4.1

Reports and Meetings.

4.1.1 Contractor shall produce the Reports described in Exhibit A and the parties shall participate in person in meetings such as described in its Response and as may be agreed upon between the parties, except when such meetings may be conducted by telephone conference call, videoconference, and/or web conference in DSHS’s sole discretion. All Reports shall be produced in formats approved by DSHS and delivered in accordance with the terms of this Contract. 4.1.2 The Relay Program Manager and other necessary Key Staff shall attend meetings with the ODHH TRS Contract Administrator and other members of DSHS during the term of this Contract. These meetings shall follow a preset agenda jointly prepared by the Relay Program Manager and ODHH TRS Contract Administrator, but will also allow both Contractor and DSHS to discuss other issues that may concern either party. Every month, written call detail Reports shall be provided by Contractor to DSHS as described in RFP, Attachment E. Contractor’s proposed format and level of detail for the status Reports shall be subject to DSHS’s approval. 4.1.3 The Relay Program Manager or a designee shall attend, at a minimum, quarterly account and work plan review meetings with the ODHH TRS Contract Administrator and at other times as agreed upon by the parties. 4.1.4 As requested by DSHS, the Relay Program Manager shall both prepare and assist the ODHH TRS Contract Administrator in preparing special Reports and presentations related to the provision of the WATRS for DSHS. The Relay Program Manager and other Key Staff shall also provide or produce such Reports or information as are requested by the ODHH TRS Contract Administrator. 4.2

Relay Program Manager.

4.2.1 Contractor shall assign to the Contract a Relay Program Manager of a management level sufficient to assure timely responses from all Contractor personnel. The Relay Program Manager shall be responsible for acting as a liaison between the Contractor and the ODHH TRS Contract Administrator. 12 1/29/2015

4.2.2 Contractor represents and warrants that the Relay Program Manager shall be fully qualified to perform the tasks required of that position under this Contract. The Relay Program Manager shall function as Contractor’s authorized representative for all management and administrative matters not inconsistent with the provisions contained herein. The Relay Program Manager shall be able to make binding decisions pursuant to this Contract for Contractor and approve Change Orders for Contractor. 4.2.3 The Relay Program Manager shall not be changed from the person proposed in the Response, except as provided in Section 4.3.1. If the Relay Program Manager is removed or replaced, Contractor will promptly provide Notice to DSHS and submit a resume prior to his or her beginning work as Relay Program Manager assigned to this Contract. 4.2.4 A written commitment by the Relay Program Manager and persons designated by him or her in writing for this purpose, within the scope of this Contract, shall be binding upon Contractor. 4.3

Contractor Staff.

4.3.1 Except in the case of a leave of absence, sickness, death, or termination of employment, Key Staff shall not be changed during the Project from the people who were described in the Response and after Cutover of the Services without the prior written approval of DSHS until completion of their assigned tasks, as described in the Work Plan or the end of first year of Maintenance for the Services if such tasks are not so described in the Work Plan. Such changes to Key Staff as permitted herein may be made pursuant to written letters that are approved by DSHS. 4.3.2 During the term of the Contract, DSHS reserves the right to submit to Contractor a notice of disapproval or notice requesting the removal or reassignment of any Contractor or Subcontractor Staff assigned to this Contract found unacceptable by DSHS, subject to DSHS’s compliance with applicable laws and regulations. Contractor shall provide DSHS, upon request by DSHS, with a resume of any member of its Key Staff assigned to or proposed to be assigned to any aspect of the performance of this Contract. 4.3.3 All Key Staff proposed by Contractor as replacements for other Key Staff shall have comparable or greater skills for performing the activities as performed by the Key Staff being replaced. The Relay Program Manager proposed by Contractor as a replacement shall have comparable or greater skills for performing the activities as the Relay Program Manager being replaced. 4.3.4 Contractor assumes sole and full responsibility for its acts and the acts of its personnel. Contractor understands and agrees that DSHS does not assume liability for the actions of Contractor’s Subcontractors or agents. Contractor agrees that it has no right to indemnification or contribution from DSHS for any judgments rendered against Contractor, its Subcontractors or agents. 4.3.5 Contractor agrees that any claim on behalf of any person arising out of employment or alleged employment by Contractor (including, but not limited to, claims of discrimination against Contractor, its officers, or its agents) are the sole responsibility 13 1/29/2015

of Contractor and are not the responsibility of DSHS. Contractor will indemnify and hold DSHS harmless from any and all such claims asserted against DSHS. DSHS 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. If principles of governmental or public law are involved, however, the State may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of Contractor without Contractor’s written consent. Any person who alleges a claim arising out of employment or alleged employment by Contractor will not be entitled to any compensation, rights, or benefits from DSHS (including, but not limited to, tenure rights, medical and hospital care, sick and annual/vacation leave, severance pay, or retirement benefits). 4.4 ODHH TRS Contract Administrator. The Relay Program Manager’s primary point of contact in matters of contract performance and management shall be the ODHH TRS Contract Administrator. The ODHH TRS Contract Administrator or his or her designee or successor will manage this Contract on behalf of DSHS and will be the principal point of contact for the Contractor concerning Contractor’s performance under this Contract. 4.5 Employment of State Personnel. Contractor shall not knowingly hire on a full-time, part-time, or other basis during the period of this Contract any managerial, professional or technical personnel of DSHS that are or have been at any time during the term of this Contract in the employ of DSHS, except regularly retired employees, without the written consent of DSHS. Further, Contractor shall not knowingly engage on this Contract on a full-time, part-time, or other basis during the period of this Contract any retired employee who has not been retired for at least one year, without the prior written consent of DSHS. 4.6 Reference and Background Checks. Due to the confidential nature of the information and materials which will be accessible to Contractor, DSHS shall have the right to conduct reference checks and background checks on Contractor staff to be used to provide the Services. DSHS reserves the right in its sole discretion to reject any proposed staff as a result of information produced by such reference checks, background checks, or additional sources of information. In addition, Contractor shall conduct its own reference and background checks on Staff or their substitutes by position to be used to provide the Services, subject to Contractor providing to DSHS the questions asked during such checks and other information about the checks as requested by DSHS, and to those questions and this information satisfying DSHS’s requirements. Contractor further agrees to cooperate fully with DSHS in completion of these requirements. 4.7

Records Retention and Access Requirements.

4.7.1 Contractor shall agree to the conditions of all applicable DSHS, State and federal regulations, which are incorporated herein by this reference, regarding retention and access requirements relating to all financial and programmatic records, supporting documents, statistical records, and other records pertaining to Services and Deliverables provided pursuant to this Contract. In addition, Contractor shall agree to the following terms regarding retention of records and access for DSHS, State and federal government officials.

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4.7.2 Contractor and its Subcontractors shall maintain books, records, documents and other evidence which sufficiently and properly reflects the accuracy of amounts billed to DSHS during the performance of this Contract and shall retain all such records for six years after the expiration or termination of this Contract. Records involving matters in litigation related to this Contract shall be kept for one year following the termination of litigation, including all appeals if the litigation has not terminated within six years from the date of expiration or termination of this Contract. 4.7.3 All such records shall be subject at reasonable times and upon prior Notice to examination, inspection, copying, or audit by personnel so authorized by the ODHH TRS Contract Administrator and/or DSHS, State and federal officials so authorized by law, rule, regulation or contract, when applicable. During the term of this Contract, Contractor shall provide electronic copies in formats reasonably requested by DSHS of these records to the extent commercially practicable. However, access to these records will be provided at Contractor’s ______ offices, at no cost to DSHS or at a location mutually agreed upon in writing by the parties if the volumes of records are determined by the parties to be commercially impracticable to provide as electronic copies. During the six-year period after this Contract term or one year term following litigation, access to these items will be at no cost to DSHS. Contractor shall be responsible for any audit exceptions or disallowed costs incurred by Contractor or any of its Subcontractors. 4.7.4 The records retention and review requirements of this Section shall be included by Contractor in any of its subcontracts with Subcontractors. DSHS’s personnel shall be accompanied by Contractor personnel at all times during any examination, inspection, review or audit. Contractor shall make no charges for services rendered in connection with an audit requested by DSHS. 4.7.5 Contractor shall provide right of access to its relay call center facilities to DSHS, or any of DSHS’s officers or to any other authorized agent or official of the State of Washington or the federal government, at all reasonable times given advance Notice of at least 24 hours, in order to monitor and evaluate performance, compliance and/or quality assurance under this Contract. Such monitoring shall not interfere in the normal and daily performance of the Contractor’s service. 4.7.6 As part of this Contract, Contractor shall provide, upon DSHS’s request, a copy of those portions of Contractor’s and its Subcontractors’ internal performance audit reports relating to the Services and Deliverables provided to DSHS under this Contract. 4.8 Accounting Requirements. Contractor shall establish and maintain an accounting system with procedures and practices in accordance with generally accepted accounting principles. The accounting system shall maintain records pertaining to the Services and all other costs and expenditures made under this Contract, and the costs properly applicable to the Contract shall be readily ascertainable therefrom. 4.9 Supplemental Contracts. DSHS may undertake or award supplemental contracts for work related to this Contract, or any portion thereof. Contractor shall cooperate 15 1/29/2015

with such other contractors and DSHS in all such cases where such cooperation does not cause a conflict of interest or sharing of Contractor Confidential Information, unless the DSHS contractor executes a nondisclosure agreement which shall protect Contractor Confidential Information. Contractor shall ensure that all Subcontractors shall abide by this provision. It is understood and agreed by the parties hereto that Contractor shall not be responsible for the acts or failures to act of any such other contractors or for any delays which may be caused by any such other contractors, except that Contractor shall be responsible for delays of, or acts or failures to act of, such other contractors to the extent such delays, or acts or failures to act are caused by or due to the fault of Contractor. 4.10 Audit Reports. Contractor shall provide, upon DSHS’s request, a copy of those portions of Contractor’s and its Subcontractors’ internal audit reports relating to the Services provided to DSHS under this Contract. On the Effective Date, Contractor shall provide DSHS with a copy of its most recent SSAE 16 audit report which covers internal controls. Thereafter, Contractor shall regularly (no less than annually) undergo SSAE 16 audits and shall provide DSHS with a copy of each such audit within 60 days of its completion. . 5.

Services and Resources.

5.1 Performance. Contractor shall perform the Services and Deliverables as described and required by this Contract and all subsequent Contract amendments, including but not limited to, any such Enhancements to Services and Deliverables implemented by Contractor to achieve the objectives described in this Contract. Contractor shall have responsibility for managing the Project in accordance with the requirements of the Contract. 5.2 Necessary Resources. DSHS shall provide resources and personnel as described in this Contract. Contractor shall provide the personnel and all other materials and resources necessary for the performance of the Services and provision of Deliverables. Charges shall be reduced to the extent that DSHS performs obligations which are described in the Contract as being performed by Contractor in accordance with Section 14. 5.3 Ownership. Title to all Property furnished by DSHS shall remain in DSHS. Title to all Property purchased by Contractor, for which Contractor has been directly reimbursed by DSHS under this Contract, shall pass to and vest in DSHS unless otherwise provided. 5.4 Use of Property. Any Property furnished to Contractor by DSHS shall, unless otherwise provided herein, or approved in writing by the ODHH TRS Contract Administrator, be used only for the performance of its obligations under and subject to the terms of this Contract. 5.5 Damage to Property. Contractor shall protect and be responsible for any loss, destruction, or damage to Property which results from or is caused by Contractor’s willful misconduct or negligent acts or omissions or from the failure on the part of Contractor to maintain and administer that Property in accordance with the terms of the Contract. Notwithstanding anything to the contrary herein, Contractor shall be liable to DSHS for any damages resulting from damage to Property, which damages result from or are caused by 16 1/29/2015

Contractor’s acts or omissions. Contractor shall ensure that the Property is returned to DSHS in like condition to that in which it was furnished to Contractor, reasonable wear and tear excepted. Contractor shall repair or make good any such damage, destruction or loss at any DSHS Property, and shall do so without requesting contribution from DSHS. 5.6 Notice of Damage. Upon the loss of, destruction of, or damage to any of the Property, Contractor shall notify the ODHH TRS Contract Administrator thereof and shall take all reasonable steps to protect that Property from further damage. 5.7 Surrender of Property. Contractor shall surrender to DSHS all Property upon the earliest of expiration or termination of this Contract. 5.8 DSHS Property and Facility. DSHS will provide Contractor access to and use of the DSHS Equipment for development, testing and implementation of any Services or Deliverables as described in Exhibit B requiring the use of DSHS Equipment and other Property. Contractor’s use of the DSHS Equipment shall be subject to DSHS’s security, administrative and other requirements. 6. Equipment. The parties acknowledge and agree that Contractor shall provide Equipment as may be needed for the provision of TRS at its own expense at Contractor’s site(s) in accordance with the RFP, Response and any other provision(s) of this Contract. 7.

Services and Deliverables. 7.1

General.

7.1.1 Contractor shall provide the Services and Deliverables as described in the RFP, the Response, the Work Plan, DEDs, and other parts of this Contract, and as shall be mutually agreed upon in writing between Contractor and DSHS. Contractor shall utilize the RFP Specifications, the Response, the Deliverables for which DSHS has previously granted Acceptance, DEDs, Contractor’s professional knowledge, and this Contract as the basis of subsequent Services and Deliverables. Contractor shall retain backup copies in writing and on electronic media pertaining to Service Data and Deliverables until 180 days after termination or expiration of this Contract, unless otherwise required by this Contract and shall provide DSHS on its request with a copy thereof until that time. 7.1.2 All Services and Deliverables shall be subject to DSHS’s review or Acceptance, including without limitation New Services and Deliverables which are provided pursuant to Change Orders. DSHS’s review or Acceptance of Services and Deliverables shall be in accordance with the time frames and terms therefor set forth in this Contract or in the Work Plan. Contractor shall provide DSHS the opportunity to perform Acceptance tests before any such Service is made available for use by DSHS or Users. Contractor shall provide DSHS with sufficient advance Notice prior to the implementation of New Services so as to enable DSHS to review and provide comments or Acceptance pursuant to the terms of Section 7.3.1. 7.2

Work Plan.

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7.2.1 The Work Plan shall provide detailed information, including but not limited to Services, Deliverables, reporting schedule(s), tasks and task dependencies, identification of resource requirements, and Payment Schedule. The Work Plan shall be inclusive of the mutual expectations and work to be performed by DSHS and Contractor in order to provide the Services and Deliverables in accordance with the terms of the Contract. DSHS shall control and maintain the Work Plan. Contractor shall produce the Work Plan not later than 30 days after the Effective Date of the Contract. The agreed-upon Work Plan shall be incorporated into this Contract by reference upon its Acceptance. In the event of failure of DSHS to give its Acceptance thereof within 45 days of the Effective Date, DSHS may invoke its right to immediately terminate this Contract. 7.2.2 The Contractor shall adhere to the Work Plan or its associated Schedule. The Schedule in the Work Plan shall not change as a result of time required by Contractor to correct Deficiencies, unless otherwise agreed beforehand in writing by DSHS. However, the Schedule may, in DSHS’s discretion, be extended on a day-to-day basis to the extent that DSHS’s review of a Service or Deliverable and review of corrections of Deficiencies in accordance with the Acceptance process is longer than described in the Schedule. 7.2.3 Contractor shall provide updates to the Work Plan monthly, as described in the RFP and Response, in Exhibit B, and as otherwise necessary throughout the term of this Contract to accurately reflect the status of activities, tasks, events, Services, Deliverables and projected Schedule(s) for such activities, tasks, events, Services and Deliverables. Any such update changes must be agreed upon by DSHS. However, unless otherwise specifically agreed to in writing, DSHS’s agreement on a change to the Work Plan shall not relieve Contractor of liability for liquidated damages and other damages arising from such failures to perform its obligations as required herein. Contractor shall provide updated copies of its detailed Work Plans in a manner accessible and usable by DSHS. 7.3

Acceptance Process.

7.3.1 Contractor shall invite DSHS with sufficient advance Notice to participate in the development process for New Services by providing input and comment during the design and development stages of the New Service about the functionality and acceptance criteria for the New Services, and Contractor shall take into account DSHS’s comments and feedback while the New Service is being developed and after it has been implemented. Contractor shall provide DSHS with results or reports which are produced from its internal testing and from testing using such acceptance criteria prior to and after implementing such New Services for the State. 7.3.2 Upon delivery of a Service or Deliverable receipt of Confirmation from Contractor that the Service or Deliverable meets applicable Specifications, DSHS will, with Contractor’s assistance and in accordance with the Work Plan, review or perform Acceptance Tests on the Service or Deliverable, as applicable, to determine whether there is conformation to such Specifications. DSHS will provide Acceptance for a Service or Deliverable if it has no Deficiencies. However, if a Deficiency is found, DSHS will notify Contractor in an e-mail or other document of Deficiencies used as the grounds for DSHS’s decision not to give Acceptance. Contractor shall correct Deficiencies at no cost to DSHS and 18 1/29/2015

DSHS which will review or perform Acceptance Tests to verify whether the Service or Deliverable lacks Deficiencies and in writing shall either give its Acceptance or reject it following such review or Acceptance Tests. Contractor’s times for correcting Deficiencies and DSHS’s review thereof shall be in accordance with the timeframes set in the Work Plan, or, if time periods for correcting Deficiencies by Contractor and reviewing and retesting the corrected Services or Deliverables are not in the Work Plan, each such time period shall be ten business days. 7.3.3 If Contractor is unable to correct all Deficiencies within the number of days described in the Work Plan following the scheduled Acceptance Date, or if no such date is in the Work Plan, DSHS may, within 30 days from such scheduled Acceptance Date, at its sole option: (a) continue reviewing or performing Acceptance Tests on the Deliverable or Service and require Contractor to continue until Deficiencies are corrected or eliminated; (b) request Contractor to provide, at its expense, a replacement Deliverable or Service for further review or Acceptance Tests; (c) set-off from the Charges to the extent DSHS determines the Deficiencies for the Service or Deliverable have not been corrected and provide Acceptance for the applicable Service or Deliverable; or (d) after completion of the process set forth in this Section 7.3 and providing Notice of default to Contractor, terminate this Contract in whole or in part as described in Section 22.2. 7.3.4 After Acceptance of a Deliverable or Service, DSHS shall, with input from Contractor, determine whether the Deliverable or Service, if applicable, is ready for Cutover. Contractor shall put the Deliverable or Service into Production after DSHS gives Contractor Notice that the Deliverable or Service is ready for Cutover. 7.4 Protection From Damage. Contractor shall continuously protect all Deliverables and backups therefor prior to their receipt by DSHS and while in Contractor’s possession or control from damage, destruction or loss resulting from or caused by the acts or omissions of Contractor in connection with the Deliverables. Contractor shall ship all Deliverables purchased pursuant to this Contract, FOB DSHS’s destination. The method of shipment shall be consistent with the nature of the goods and hazards of transportation. During the period Deliverables are in transit and in possession of Contractor, its subcontractors and carriers prior to their receipt by DSHS, Contractor and its insurers, if any, shall relieve DSHS of responsibility for all risks of loss or damage thereto, unless such loss or damage are caused by the negligence or misconduct of DSHS. After DSHS is in receipt of a Deliverable, the risk of loss or damage shall be borne by DSHS, except loss or damage attributable to Contractor’s acts or omissions. 7.5 Delivery. Contractor shall provide to DSHS Services and Deliverables pursuant to this Contract on or before the applicable Service or Delivery Dates. All such Services and Deliverables made pursuant to this Contract must be complete. Contractor shall deliver hard copy and electronic versions, when required, of the Deliverables in formats agreed to by the parties. 7.6 Interpretation of Deliverables. In the event of a contradiction, conflict, ambiguity or inconsistency in or between Deliverables and other documents comprising this Contract, including without limitation, a Deliverable that has already received Acceptance from 19 1/29/2015

the ODHH TRS Contract Administrator, the RFP, the Response, and any future amendments to this Contract, any such contradiction, conflict, ambiguity or inconsistency shall be resolved in accordance with DSHS’s reasonable judgment and in favor of the latest DSHS-approved Deliverable except in the case where a previous documented requirement is inadvertently omitted or not addressed directly in a subsequent Deliverable. No requirements can be omitted from the Specifications or a DED for a Service or Deliverable without the written consent of the ODHH TRS Contract Administrator. 7.7 Representation. By submitting a Deliverable or delivering a Service, Contractor represents and warrants that, to the best of its knowledge, it has performed the associated tasks in a manner that will, in concert with other tasks, meet the Specifications and objectives stated or referred to in this Contract. By unconditionally giving Acceptance for a Deliverable or New Service, DSHS represents only that it has reviewed the Deliverable or New Service and detected no Deficiencies of sufficient gravity to defeat or substantially threaten the attainment of those objectives and to warrant the withholding of Acceptance for the work completed. 7.8

Source Code.

7.8.1 Contractor shall provide DSHS with a copy of the Custom Software Source Code and updated associated technical Documentation for the Custom Software: (i) upon Acceptance of the WATRS; (ii) when Contractor delivers or implements an Enhancement to the WATRS during the term; (iii) as described in the Work Plan; and (iv) at other times during the Project and Maintenance Services as requested by DSHS. 7.8.2 Contractor shall provide such Source Code and Documentation at no additional cost on magnetic media in a format acceptable to DSHS. 7.9 Knowledge Transfer. Contractor shall demonstrate and provide information to staff designated by DSHS about the functions and operations of all such New Services and Deliverables in accordance with the RFP Specifications, Contractor’s Response, subsequent amendments, other parts of the Contract, and as otherwise agreed to by the parties. DSHS agrees that such demonstrations and information shall not be unreasonable in terms of scope of training and time obligations on the part of Contractor. 8.

Licenses.

8.1 Grants. Contractor hereby grants to DSHS a nonexclusive, perpetual license to use, demonstrate, modify and prepare derivative works based on, and reproduce the Software, which Contractor provides to DSHS for DSHS’s specific internal purposes. In addition, Contractor hereby grants DSHS a nonexclusive license during the term and as provided in Section 22.9.3.2 (a) to use and access the Contractor Technology, Deliverables and Services, in whole or in part, for supporting the internal operations of DSHS, and (b) grant Users the right to use and access the Services, in whole or in part. 8.2 Term. The licenses hereunder are granted as of the date of delivery of the Contractor Technology and Services and continue until termination or expiration of the Contract, subject to Section 22.9.3.2. 20 1/29/2015

8.3 Title. Contractor and its suppliers hold all right, title and interest in the Contractor Technology and other Software. 8.4 Documentation. Contractor shall provide two sets of Documentation required for submittal for use in electronic format compatible with Microsoft Corporation’s then-generally available Office products and written format in accordance with the terms of this Contract. There shall be no additional charge for the Documentation or updates thereto, in whatever form provided. Contractor’s Documentation shall be comprehensive, well structured, and indexed for easy reference. If Contractor maintains its technical, Maintenance and installation documentation on a web site, Contractor may fulfill the obligations set forth in this section by providing DSHS access to its web-based Documentation information. Contractor may also provide such information on CD-ROM. Contractor grants DSHS a nonexclusive, perpetual, non-terminable, irrevocable right to use, make derivative works based upon, modify, and reproduce the Documentation furnished pursuant to this Section at no additional charge. 8.5 Copies. DSHS will reproduce and include the copyright and other proprietary notices and product identifications provided by Contractor on such copies, in whole or in part, or on any form of the Software and its Documentation. DSHS will maintain records of all copies it makes of the Proprietary Software. 8.6 Restrictions. Except as otherwise permitted in this Contract, DSHS agrees not to: otherwise copy, display, transfer, adapt, modify, reverse engineer, decompile, disassemble, or distribute to any third party or lease the Software or any copy of it. 8.7 Replacement Equipment. DSHS shall be entitled to exercise its rights to Software on the Equipment or any replacement equipment used by DSHS, and with any replacement Software chosen by DSHS without payment of additional Charges or other amounts.

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9. DSHS Ownership. DSHS shall own all right, title and interest in and to DSHS Confidential Information, DSHS’s intellectual property, the DSHS Equipment and Deliverables provided by Contractor. Title to all Deliverables provided by Contractor to DSHS shall pass to and vest in DSHS upon Acceptance of the applicable Deliverable, unless otherwise provided in the Contract. Contractor shall take all actions necessary and transfer ownership of such Deliverables to DSHS upon their Acceptance. As between the parties, all products of the Services, including without limitation Custom Software (except for the Contractor Technology, which for the purposes of this Section of the Contract shall not be owned by DSHS) and data, shall be deemed works made for hire of DSHS for all purposes of copyright law, and copyright shall belong solely to DSHS. Contractor hereby assigns all right, title and interest in and to such work to DSHS. Contractor shall, at the expense of DSHS, assist DSHS or its nominees to obtain copyrights, trademarks, or patents for all such works in the United States and any other countries. Contractor agrees to execute all papers and to give all facts known to it necessary to secure United States or foreign country copyrights and patents in and to such works. Contractor agrees to and hereby, to the extent permissible, waives all legal and equitable rights relating to the work, including without limitation any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use or subsequent modifications. 10.

Implementation and Training.

10.1 Service and Features Implementation Timelines. Contractor shall complete Services and features implementation according to timelines agreed upon between DSHS and Contractor based on the RFP and Response, all applicable Exhibits to this Contract, the Work Plan, Change Orders, and any subsequent amendments agreed upon between the parties pursuant to this Contract. 10.2 Service and Features Training. Contractor shall provide Users with necessary Training in a timely fashion so as to be able to effectively test or utilize Software and Services prior to Contractor’s provision of such Software and Services. DSHS and Contractor shall agree in writing upon Training timelines. 11.

Federal Certification.

11.1 Primary Objective. DSHS and Contractor agree that maintaining FCC Certification by DSHS and Contractor pursuant to 47 C.F.R. § 64.605, as applicable, is a primary objective of this Contract. 11.2 Contractor agrees:

Contractor Obligations. Pursuant to achieving this objective, 11.2.1

To perform Services and provide Deliverables as described in

this Contract; 11.2.2 To ensure that the WATRS meets the requirements of the FCC, including all regulations that are published and that are incorporated by reference in this Contract or associated Change Orders, as of the time of application for Certification;

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11.2.3 To ensure the WATRS meets any other State and Federal law requirements which may be enacted, including regulations or other guidelines, and that are incorporated by reference in this Contract or associated Change Orders, as of the time of application for Certification; 11.2.4 To provide on a timely basis, all information, Data, forms, service modifications, documentation, correspondence, consultation, and assistance in Training as needed to assist DSHS in obtaining and maintaining Certification; 11.2.5 To address the means of implementing program regulations which may be required following the application for and during Certification, DSHS and Contractor shall expressly agree on the approach and cost, if any, of implementing these program regulations, which will be in the form of a Contract amendment, or in accordance with Section 15 (Change Orders); and 11.2.6 At no additional charge to DSHS, to complete, test, and implement the changes required to bring DSHS into compliance with and be eligible for Certification should the FCC determine that the WATRS will not receive Certification. 12.

Warranties. 12.1

Deliverables and Services.

12.1.1 Contractor represents and warrants that each Deliverable and Service, including without limitation the WATRS, shall meet DSHS, FCC and other applicable Specifications as provided herein following its Acceptance by DSHS. Contractor shall in accordance with Exhibit B repair or replace each of the Services and Deliverables that does not meet DSHS, FCC and other applicable Specifications as provided herein at no additional charge. 12.1.2

Contractor represents and warrants that:

12.1.2.1 It shall perform all Services required pursuant to this Contract in a professional manner, with high quality; 12.1.2.2 It shall give highest priority to the performance of Services; 12.1.2.3 Time shall be of the essence in connection with performance of the Services thereto; and 12.1.2.4 Contractor shall immediately correct Services which are not in compliance with such representations and warranties at no cost to DSHS. 12.2

Date/Time Compliance Warranty.

12.2.1 Contractor warrants that the WATRS and associated Deliverables and all data-related output or results produced by the Services or Deliverables: (i) shall not have a life expectancy limited by date or time format; (ii) shall correctly record, 23 1/29/2015

store, process, and present calendar dates; (iii) shall lose no functionality, data integrity, or performance with respect to any date; and (iv) shall be interoperable with other software used by DSHS that may deliver date records from the Software, or interact with date records of the Software. 12.2.2 Contractor shall immediately repair or replace each of the Deliverables and WATRS in breach of such representations and warranties at no additional charge to DSHS. 12.3 Unauthorized Code and Self Help Code. Contractor warrants to DSHS that the WATRS, Deliverables, and Contractor Technology provided to DSHS, under this Contract contain or shall contain no Unauthorized Code or Self Help Code. Contractor shall, in accordance with times in Exhibit B, repair or replace each of the WATRS, Deliverables, or Contractor Technology in breach of such warranty at no additional charge to DSHS. 12.4 Power and Authority. Contractor represents and warrants that it has the full power and authority to grant to DSHS the rights described in this Contract without violating any rights of any third party and that there is currently no actual or threatened suit by any such third party based on an alleged violation of such rights by Contractor. Contractor further represents and warrants that the person executing this Contract for Contractor has actual authority to bind Contractor to each and every term, condition and obligation to this Contract, and that all requirements of Contractor have been fulfilled to provide such actual authority. 12.5 Registration. Contractor represents and warrants that it shall comply with all applicable local, State, and federal licensing, accreditation and registration requirements and standards necessary in the performance of the Services, including without limitation the provisions of RCW 19.02. 12.6 Written Commitments. Contractor represents and warrants that a written commitment within the scope of this Contract by Contractor includes (i) a written offer within the scope of this Contract presented to DSHS shall be binding upon Contractor; and (ii) any written warranty or representation made by the Contractor or its Account Manager in any Deliverables. 12.7

Authorization. Contractor represents and warrants that:

12.7.1 Contractor is a [name of state of incorporation] Corporation, validly existing and in good standing under the laws of its state of incorporation and has all requisite corporate power and authority to execute, deliver and perform its obligations under this Contract; 12.7.2 The execution, delivery and performance of this Contract has been duly authorized by Contractor and no approval, authorization or consent of any governmental or regulatory agency is required to be obtained in order for Contractor to enter into this Contract and perform its obligations thereunder;

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12.7.3 Contractor is duly authorized to conduct business in and is in good standing in each jurisdiction in which Contractor will conduct business in connection with this Contract; and 12.7.4 Contractor has obtained all licenses, certifications, permits, and authorizations necessary to perform the Services under this Contract and currently is in good standing with all regulatory agencies that regulate any or all aspects of Contractor’s provision of telecommunications relay services. Contractor will maintain all required certifications, licenses, permits, and authorizations during the term of this Contract at its own expense. 12.8

Ability to Perform. Contractor represents and warrants that:

12.8.1 Contractor has the financial stability to carry out at least six months of Services, including Operations during any period of this Contract without reimbursement for the Services or expenses; 12.8.2 Contractor has the financial resources to fund the capital expenditures required under the Contract without advances by DSHS or assignment of any payments by DSHS to a financing source; 12.8.3 Each Subcontractor providing a substantial amount of the Services under this Contract has the financial resources to carry out its duties under this Contract; and 12.8.4 Contractor’s methods of accounting are consistent with generally accepted accounting principles and are capable of segregating costs by phase, stage, segment, or cost objective in order to support Change Order accounting. 12.9 DISCLAIMERS. WARRANTIES EXPRESSLY MADE IN THIS CONTRACT ARE CONTRACTOR’S ONLY WARRANTIES CONCERNING THE SERVICES, DELIVERABLES AND ANY WORK PRODUCT, AND ARE MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE OR MERCHANTABILITY. 13.

Warranty Services and Operations and Maintenance Services.

13.1 General Responsibilities. During the Warranty Periods, Contractor shall provide Services as described in this Section 13 as the Warranty Services at no cost and following the Warranty Periods as Maintenance Services at Charges described in Exhibit A. Contractor’s Service responsibilities shall include but not be limited to the following in operating and maintaining the WATRS: 13.1.1 Promptly repair in accordance with Exhibit B or replace the WATRS or Deliverable, or any portion thereof, that has Deficiencies; 13.1.2 and terms of this Contract;

Maintain the WATRS in accordance with the Specifications

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13.1.3 Upon request by DSHS, correct any Service or Deliverable that fails to meet the requirements of this Contract at no additional cost; 13.1.4 Provide these Services 24-hours a day, Monday through Sunday, unless otherwise agreed to by the parties in writing; and 13.1.5 Coordinate with DSHS all tasks related to correcting Deficiencies connected with the WATRS, other Services and other Deliverables. 13.2 Emergency Inquiry and Assistance. Contractor shall from Monday through Sunday, 6:00 a.m. – 7:00 p.m., Pacific Time, within the times described in Exhibit B of receiving an inquiry from DSHS related to the provision of WATRS, respond to the inquiry with the following, as applicable: 13.2.1 Responses to questions relating to the WATRS, including without limitation isolating problems to the Services, Data or Equipment; 13.2.2 The development, on a best efforts basis, of a temporary solution to or an emergency bypass of a Deficiency; 13.2.3 Corrections and repairs of errors, problems or Deficiencies with the WATRS, to the extent technically feasible; and 13.2.4

Clarification of Documentation.

13.3 Additional Assistance. Contractor shall provide a plan to resolve Deficiencies no later than time periods described in Exhibit C after Notice by DSHS to Contractor of such Deficiency or problems. 13.4 Database. Within 15 days of the Effective Date and the end of each calendar quarter thereafter, Contractor shall maintain and make available online to DSHS a database of all Change Requests, Deficiencies, other problems reported by DSHS under Section 13.2 or known to Contractor in the Software and Services used for WATRS. The database shall include, as a minimum, the following: 13.4.1

Date and time Contractor was notified or an inquiry is made;

13.4.2

Date and time of inquiry response;

13.4.3

Time spent for resolution of Deficiencies;

13.4.4

Description of Deficiencies;

13.4.5

Description of severity level of Deficiencies, e.g., emergency;

13.4.6

Description of Deficiency resolution; and

13.4.7

Date of resolution.

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13.5

Enhancements.

13.5.1 Contractor shall provide DSHS with WATRS with all Enhancements and associated Documentation that are provided as general releases to the Software and Services used for WATRS, in whole or in part as part of this Contract and the Charges. Such Documentation shall be adequate to inform DSHS of the problems and Deficiencies resolved including any significant differences resulting from the release which are known by Contractor. Contractor will provide its Certification that each such Enhancement general release has been tested and performs according to the Specifications before the Enhancement is implemented into WATRS. Contractor agrees to correct corrupted Data and Deficiencies that may result from any Deficiency introduced by the Enhancement. 13.5.2 In addition, Contractor shall produce such Enhancements as DSHS requests at an additional charge in accordance with the Change Order process described herein. Enhancements to correct any Deficiency shall be provided to DSHS at no additional cost and without the need for additional Change Orders. 13.6 Performance Standard Measurement. Contractor shall maintain the WATRS, in whole and in part, to meet the Performance Standards. Contractor will conduct tests for measuring and certifying the achievement of the Performance Standards. Contractor must implement all testing, measurement and monitoring tools and procedures required to measure and report Contractor’s performance of the Services and the WATRS against the applicable Performance Standards. Such testing, measurement and monitoring must permit reporting at a level of detail sufficient to verify compliance with the Performance Standards, and will be subject to audit by DSHS. Contractor will provide DSHS with information and access to all information or work product produced by such tools and procedures upon request for purposes of verification. 13.7 Continuous Improvement. Contractor must on an ongoing basis, as part of its total quality management process, identify, report to DSHS, and implement ways to improve performance of the Services and identify and apply techniques and tools from other Contractor installations that would benefit DSHS either operationally or financially. Implementation of such improved techniques and tools is subject to the Change Order process described herein. 14.

Dispute Resolution.

14.1 Good Faith Efforts. The parties shall attempt in good faith to promptly resolve any dispute, controversy or claim arising out of or relating to this Contract through negotiations between senior management of the parties and their designees. If the dispute cannot be resolved within 15 days of initiating such negotiations or such other time period mutually agreed to by the parties in writing, either party may terminate the dispute resolution negotiations. 14.2 Continued Performance. Contractor and DSHS agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this Contract, and the parties will have the right to exercise their rights and remedies during the dispute resolution process. 27 1/29/2015

15.

Changes. 15.1

Changing Government Programs and Services.

15.1.1 The parties acknowledge that government programs and services supported by this Contract will be subject to continuous change during the term of this Contract. Except as provided in this Section 15, Contractor has provided for or will provide for adequate resources to reasonably accommodate such changes, subject to the Change Order process of this Section 15. 15.1.2 The Parties also acknowledge that Contractor was selected, in part, because of its expertise, experience, and knowledge concerning applicable Federal and/or State laws, regulations, policies, or guidelines that affect the performance of the Services and the WATRS. 15.2 Identifying Changes. In keeping with DSHS’s reliance on Contractor’s knowledge, experience and expertise, Contractor will be responsible for identifying changes in applicable federal or State legislative enactments and regulations and the impact of such changes on the performance of the Services or Deliverables or DSHS’s use of the Services or Deliverables. Contractor must timely notify DSHS of such changes and must work with DSHS to identify the impact of such changes on how DSHS uses the Services or Deliverables. 15.3 Noncompliance. Contractor will be responsible for and indemnify, defend and hold harmless DSHS against any fines, penalties, sanctions, or disallowances which are imposed on the State or Contractor by the FCC and which DSHS determines were caused by Contractor, including but not limited to fines, penalties, sanctions, or disallowances arising from any noncompliance with the laws, regulations, policies and guidelines that affect the Services or Deliverables that are to be provided or that have been provided by Contractor, its Subcontractors or their agents. 15.4 Notice From DSHS. In the ordinary course of business, if DSHS becomes aware of any material changes in applicable law, regulation, policy, or guidelines affecting this Contract, DSHS will use its best efforts to notify Contractor of the changes. 15.5 Issuance of Change Requests. DSHS may, at any time by a written Change Request, request changes within the scope of this Contract. Such changes may include, without limitation, revisions to Deliverables or Services. 15.6 Contractor Response to Changes and Change Requests. Contractor shall respond in writing within 20 days of Changes and Change requests, advising DSHS of any cost and impacts. When there is a cost impact, i.e., increase or decrease in Charges or Charges, Contractor shall advise DSHS in writing of the increase or decrease involved, including a price summary needed to effect this change, which price summary shall include information about operations, access and engineering, and marketing (as applicable). 15.7 Agreement on Change Order. The Contractor and ODHH TRS Contract Administrator shall negotiate in good faith and in a timely manner as to the Charges to DSHS affected by Changes and Change Requests and the impact on the Schedule of any Change 28 1/29/2015

or Change Request. If the parties reach an agreement on a Change Order for Services or Deliverables in writing, and the Change Order is executed by authorized representatives of the parties, the terms of this Contract shall be modified accordingly. The parties will execute a formal contract amendment for any Change Order that increases or decreases the Charges to DSHS pursuant thereto. Nonfinancial Change Orders may be approved in writing by the ODHH TRS Contract Administrator. However, all other Change Orders must be executed by the authorized contracting representative of DSHS or the ODHH TRS Contract Administrator. Contractor will incorporate all Change Orders affecting the Services and Deliverables into a revised and updated Services and Deliverables Work Plan, and shall provide the ODHH TRS Contract Administrator with a copy thereof within 30 days of the execution of any Change Order. In no event shall the Charges be increased nor shall the Schedule be extended in a Change Order to correct Deficiencies, errors or omissions by Contractor. 15.8 Disagreement. If federal or state laws, rules, regulations, policies or guidelines are adopted, promulgated, judicially interpreted or changed, the effect of which is to alter the ability of either party to fulfill its obligations under this Contract, the parties will promptly negotiate in good faith appropriate modifications or alterations to the Contract and any appropriate Change Orders. If DSHS submits to Contractor a Change Request to comply with such laws, rules, regulations, policies or guidelines and if the parties are unable to reach an agreement in writing within 15 days of Contractor’s response to such a Change Request, the ODHH TRS Contract Administrator may make a determination of the revised price and Schedule, and Contractor shall proceed with the work according to such price and Schedule which shall be included in the resulting Change Order, subject to Contractor’s right to appeal the ODHH TRS Contract Administrator’s determination of the price and/or Schedule to the dispute resolution process under Section 14. Nothing in this Section 15.8 shall in any manner excuse Contractor from proceeding diligently with the Contract as changed by the Change Order. 15.9 Termination. If Contractor fails or refuses to perform its Services pursuant to a Change Order, Contractor shall be in material breach of this Contract, and DSHS shall have the right to terminate the Contract for such a breach in accordance with Section 22.1. 15.10 Contractor Submission of Change Request. Contractor may also submit a Change Request to DSHS to propose changes that should be made within the scope of this Contract. Any such Change Request shall include a price summary and Schedule impacts. DSHS will attempt to respond to such Change Requests from Contractor within 20 days of receipt. If the parties reach an agreement on a Change Order in writing, and the Change Order is executed by authorized representatives of the Parties, the terms of this Contract shall be modified accordingly. If the parties are unable to reach an agreement in writing on a Change Request submitted by Contractor, the ODHH TRS Contract Administrator will be deemed to have rejected the requested Change Request. 16.

Letter of Credit.

16.1 Value. The Letter of Credit shall secure the performance of Contractor, including without limitation performance of the Services in accordance with the Work Plan and providing Deliverables in accordance with the Specifications, and shall secure any damages, cost or expenses resulting from Contractor’s default in performance hereunder or liability caused by 29 1/29/2015

Contractor. Contractor may satisfy the obligation to provide a Letter of Credit through provision of one or more Letters of Credit on behalf of Contractor or from various sources. 16.2 Payments. The Letter of Credit shall become payable to DSHS for any outstanding damage assessments made by DSHS against Contractor. An amount up to the full amounts of the Letter of Credit may also be applied to Contractor’s liability for any administrative costs and/or excess costs incurred by DSHS in obtaining similar Software, Deliverables, other products and Services to replace those terminated as a result of Contractor’s breach. DSHS may seek other remedies in addition to this stated liability. It is understood and agreed that the form of the Letter of Credit shall be substantially similar to the form in Exhibit D. 16.3 Review and Acceptance by DSHS. Prior to acceptance of the Letter of Credit, the DSHS reserves the right to review and give its acceptance of the Letter of Credit. Both the initial expense and the annual premiums on the Letter of Credit shall be paid by Contractor. Failure to provide an acceptance Letter of Credit shall be a material breach of this Contract. 17.

Additional Rights and Remedies.

17.1 Liquidated Damages. The parties agree that any delay or failure by Contractor to timely perform its obligations under in the Work Plan and in accordance with the Performance Standards may interfere with the proper and timely delivery of the WATRS, to the loss and damage of DSHS. Further, DSHS will incur major costs to maintain the functions that would have otherwise been performed by Contractor. The parties understand and agree that the following Sections and Exhibit B describe the liquidated damages Contractor shall pay to DSHS as a result of nonperformance hereunder by Contractor. This Section refers to the dates in the Work Plan, the dates and times in Exhibit B, and other dates as agreed to by the parties under this Contract. 17.1.1 The parties acknowledge and agree that Contractor could incur liquidated damages for more than one failure to perform of a Service or Deliverable if Contractor fails to timely perform its obligations by each date. 17.1.2 The assessment of liquidated damages shall not constitute a waiver or release of any other remedy DSHS may have under this Contract for Contractor’s breach of this Contract, including without limitation, DSHS’s right to terminate this Contract, and DSHS shall be entitled in its discretion to recover actual damages caused by Contractor’s failure to perform its obligations under this Contract. However, DSHS will reduce such actual damages by the amounts of liquidated damages received for the same events causing the actual damages. 17.1.3 Amounts due DSHS as liquidated damages may be deducted by DSHS from any money payable to Contractor under this Contract, or, if any liquidated damages remain on termination, DSHS may bill Contractor as a separate item therefor and Contractor shall promptly make such payments. 17.2 Withholding Payments. If Contractor fails to satisfy Contractor’s obligations hereunder and fails to correct such failures within ten business days after receiving 30 1/29/2015

proper Notice of such failure, DSHS shall have the right to withhold any and all payments due hereunder. DSHS may withhold any and all such payments due hereunder to Contractor, as aforesaid, without penalty or work stoppage by Contractor, until such failure to perform is cured. 17.3 Reductions in Payments Due. Amounts due DSHS by Contractor, including but not limited to liquidated or other damages, or claims for damages, may be deducted or set-off by DSHS from any money payable to Contractor pursuant to this Contract. 17.4 Substitute. If, in the reasonable judgment of DSHS, a default by Contractor is not so substantial as to require termination, reasonable efforts to induce Contractor to cure the default are unavailing, Contractor fails to cure such default within 30 days of receipt of Notice from DSHS, and the default is capable of being cured by DSHS or by another resource without unduly interfering with continued performance by Contractor, DSHS may, without prejudice to any other remedy it may have, provide or procure the Deliverables or Services reasonably necessary to cure the default , in which event Contractor shall reimburse DSHS for the reasonable cost of the Deliverables or Services in default. In addition, Contractor must cooperate with DSHS in allowing DSHS to cure the default. 17.5 Performance Standards. If any Service or Deliverable fails to meet its Performance Standards during the term and while Contractor is providing Operations or Maintenance Services, Contractor shall modify, reconfigure, upgrade or replace system or WATRSS components, including but not limited to Software and Equipment at no additional cost to DSHS in order to provide a solution that complies with such Performance Standards. 17.6 Suspension for Convenience. DSHS shall have the right at any time to order the Services or Deliverables of Contractor, which are not mandated by the FCC, fully or partially stopped for its own convenience for up to 45 consecutive days. Contractor will receive Notice of the reasons for such an order. Contractor shall have the right to submit claims in accordance with the terms of Section 23.5, as a result of stop work orders issued under this Section. 17.7 Right to Assurance. If DSHS, in good faith, has reason to believe that Contractor does not intend to, or is unable to perform or has refused to perform or continue performing all material obligations under this Contract, DSHS may demand in writing that Contractor give a written assurance of intent to perform. Failure by Contractor to provide written assurance within the number of days specified in the demand (in no event less than five business days) may, at DSHS's option, be the basis for terminating this Contract under the terms and conditions or other rights and remedies available by law or provided by this Contract. 17.8 Corrective Action Plans. DSHS Request for Corrective Action Plan. DSHS may require Contractor to submit to DSHS a Corrective Action Plan to correct or resolve a specific event or events causing the finding of a Deficiency or breach or prior to assessment of a liquidated damage. 17.8.2 Scope of the Corrective Action Plan. The Corrective Action Plan required by DSHS under this Section must provide:

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17.8.2.1 Contractor’s detailed explanation of the cause or reasons for the cited Deficiency or breach; 17.8.2.2 Contractor’s assessment or diagnosis of the cause of the cited Deficiency or breach; and 17.8.2.3 Contractor’s specific proposal to cure or resolve the Deficiency or breach. 17.8.3 Submission and Approval of Corrective Action Plan. The Corrective Action Plan must be submitted within ten Business Days following the request for the Corrective Action Plan by DSHS or another date acceptable to DSHS. The Corrective Action Plan shall be subject to the written approval by DSHS. 17.8.4 Contractor Responsibility for Performance. Notwithstanding Contractor’s submission and DSHS’s acceptance of a Corrective Action Plan, Contractor remains responsible for achieving all Performance Standards and compliance with all other obligations under this Contract. Further, DSHS’s acceptance of a Corrective Action Plan under this Section shall not: 17.8.4.1 Excuse Contractor’s prior performance; 17.8.4.2 Relieve Contractor of its duty to comply with performance standards; or 17.8.4.3 Prohibit DSHS from assessing additional remedies or pursuing other appropriate remedies for continued substandard performance. 18.

Insurance.

18.1 Liability and Auto Insurance. Contractor shall, at its sole cost and expense, obtain, and, during the term of this Contract, maintain, in full force and effect, the insurance coverage described in this Section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the State of Washington and having a rating of A-, Class VII or better, in the most recently published edition of Best’s Reports. Contractor shall include DSHS, its boards, agencies, contractors, offices, employees, agents and volunteers as additional insureds in Contractor’s liability insurance policy obtained hereunder. If Contractor fails to buy and maintain the insurance coverage described in this Section 18, DSHS may terminate this Contract under Section 22.1 (Termination for Contractor’s Material Breach). The minimum acceptable limits shall be as indicated below: 18.1.1 Commercial General Liability covering the risks of bodily injury (including death), property damage and personal injury, including coverage for contractual liability, with a limit of not less than $1 million per occurrence/$2 million general aggregate; 18.1.2 Business Automobile Liability (owned, hired, or non-owned) covering the risks of bodily injury (including death) and property damage, including coverage for contractual liability, with a limit of not less than $1 million per accident; 32 1/29/2015

18.1.3 Employers Liability insurance covering the risks of Contractor’s employees’ bodily injury by accident or disease with limits of not less than $1 million per accident for bodily injury by accident and $1 million per employee for bodily injury by disease; 18.1.4 Umbrella policy providing excess limits over the primary policies in an amount not less than $3 million; 18.1.5 Crime Coverage of not less than $5 million single limit per occurrence, which shall at a minimum cover occurrences falling in the following categories: Computer Fraud; Forgery; Money and Securities; and Employee Dishonesty; and 18.1.6 Cyber-security insurance that includes but is not limited to coverage for first-party costs and third-party claims from: (i) failure to protect data, including unauthorized disclosure, use or access, (ii) security failure or privacy breach, (iii) failure to disclose such breaches as required by law, regulation or contract, (iv) notifications, public relations, credit monitoring, postage, advertising, and other services to assist in managing and mitigating a cyber-incident, (v) interruptions of business operations, (vi) network security failure, (vii) cyber-extortion, (viii) cyber-terrorism, (ix) communications and media liability (e.g., infringement of copyright, title, slogan, trademark, trade name, trade dress, service mark or service name in the policyholder's covered material), (x) EFT, computer, and electronic transmissions fraud and theft, and (xi) other cyber-liability and cyber-crime expenses. 18.2 Worker’s Compensation Coverage. Prior to performing Services under this Contract, Contractor shall provide or purchase worker's compensation coverage for its employees, as may be required of an "employer" as defined in Title 51 RCW, and shall maintain full compliance with Title 51 RCW during the course of this Contract. Should Contractor fail to secure insurance coverage or fail to pay premiums on behalf of its employees, DSHS may deduct the amount of premiums and any penalties owing from the amounts payable to Contractor under this Contract and transmit the same to the responsible State agency. DSHS will not be responsible for payment of premiums or for any other claim or benefit for Contractor, or any Subcontractor or employee of Contractor, which might arise under applicable laws during the performance of duties and Services under this Contract. 18.3 Subcontractors. Contractor shall include all Subcontractors as insured under all required insurance policies, or shall furnish separate certificates of insurance and endorsements for each Subcontractor. Subcontractor(s) shall 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. 18.4 Premiums. Premiums on all insurance policies shall be paid by Contractor or its Subcontractors. Such liability insurance policies provided for DSHS pursuant to this Section shall expressly provide therein that DSHS be named as additional insured, and that it shall not be revoked by the insurer until 10 days’ Notice of intended revocation thereof shall have first been given to DSHS by such insurer.

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18.5 Cancellation. Contractor’s insurance policies shall not be canceled or reduced below contract requirements until 30 days’ written Notice has been given to DSHS Office of Administrative Resources, Insurance Services Section at the address specified in Section 18.6 and Contractor has replacement insurance polic(ies) in place that satisfy the requirements set forth in this Section 18. 18.6 Insurance Documents. Contractor shall furnish to DSHS copies of certificates of all required insurance within 30 calendar days of the Effective Date, and copies of renewal certificates of all required insurance within 30 days after the renewal date. The Contractor shall submit the certificates of coverage to the ODHH TRS Contract Administrator at an address designated in writing by DSHS. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this Section and shall be executed by a duly authorized representative of each insurer. The Certificate of Insurance for each required policy shall reference the DSHS Contract Number for the Contract. Failure to provide these documents shall be grounds for immediate termination or suspension of this Contract by DSHS for material breach. Contractor is not required to submit to DSHS copies of Certificates of Insurance for personal automobile insurance required of the Contractor’s employees and volunteers under this Contract. 18.7 Increased Coverage. DSHS is to be notified by Contractor immediately if any aggregate insurance limit as required in this Contract is exceeded. In such event, additional coverage must be purchased to meet requirements. 18.8 Cross-Liability. All insurance provided by Contractor under this Contract shall be primary as to any other insurance or self-insurance programs afforded to or maintained by the State and shall include a severability of interests (cross-liability) provision. 18.9 General. By requiring insurance, the State of Washington and DSHS do not represent that the coverage and limits specified will be adequate to protect the Contractor. Such coverage and limits shall not be construed to relieve the Contractor from liability in excess of the required coverage and limits and shall not limit the Contractor’s liability under the indemnities and reimbursements granted to the State and DSHS in this Contract. 18.10 Subrogation. Contractor agrees to waive all rights of subrogation against DSHS, its boards, agencies, departments, officers, employees, agents, and volunteers for losses arising from services performed by Contractor under this Contract. 18.11 Extended Coverage. For Professional Liability Errors and Omissions coverage under Section 18.1.5, Contractor shall continue such coverage for at least five years beyond the expiration or termination of this Contract. The Retroactive Date must be shown and must be before the Effective Date or the beginning of work on the Contract, whichever is earlier. If coverage is canceled or non-renewed, and not replaced with another claims made policy form with a Retroactive Date prior to the Effective Date, Contractor must purchase “extended reporting” coverage for a minimum of five years after expiration or termination of the Contract, whichever is earlier.

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18.12 Employees and Volunteers. Insurance required of Contractor under the Contract shall include coverage for the acts and omissions of Contractor’s employees and volunteers. 19.

Confidential Information and Proprietary Information. 19.1

Protection Obligations.

19.1.1 Access and Protection. During the term of the Contract, Contractor and DSHS will have access to and become acquainted with each party’s Confidential Information and Proprietary Information. Except for disclosure pursuant to Section 19.1.2, DSHS and Contractor, and each of their officers, employees and agents, shall, subject to State laws and regulations and in accordance with this Section 19.1.1, maintain (a) all Confidential Information of the other party in strict confidence, and (b) all Proprietary Information in the same manner as it protects the confidentiality of its own proprietary information of like kind, but in no event with less than reasonable care. Neither party will at any time use, publish, reproduce or disclose any Confidential Information or Proprietary Information, except to authorized employees, contractors and agents requiring such information under confidentiality requirements no less restrictive than this Section 19.1.1, as authorized in writing by the other party, as otherwise specifically permitted herein, or to perform its obligations as authorized hereunder. Both parties shall take all steps necessary, including without limitation oral and written instructions to all staff to safeguard, in accordance with applicable federal and State law and regulation and this Section 19.1.1, the other party’s Confidential Information and Proprietary Information against unauthorized disclosure, reproduction, publication or use, and to satisfy their obligations under this Contract. Except for disclosures pursuant to Section 19.1.2 below, each party agrees that prior to disclosing any Proprietary Information or Confidential Information of the other party to any third party, it will obtain from that third party a written acknowledgment that such third party will be bound by the same terms as specified in this Section 19.1.1 with respect to the Proprietary Information and Confidential Information. In addition to the requirements expressly stated in this Section 19.1.1, Contractor and its Subcontractors will comply with any policy, rule, or reasonable requirement of DSHS that relates to the safeguarding or disclosure of information relating to the Services performed by Contractor under this Contract, including without limitation the terms of the Response. 19.1.2 Public Record. Notwithstanding the above, Contractor acknowledges that DSHS is subject to Chapter 42.56 RCW, and that this Contract shall be a public record as defined in Chapter 42.56 RCW. Any specific information that is claimed by Contractor to be Proprietary Information or Confidential Information must be clearly identified as such by Contractor. To the extent consistent with Chapter 42.56 RCW, DSHS will maintain the confidentiality of all such information marked Proprietary Information or Confidential Information. If a request is made to view Contractor’s Proprietary Information or Confidential Information, DSHS will notify Contractor of the request and of the date that any such 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, DSHS will release the identified requested information on the date specified.

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19.1.3 Security Requirements. Each party, and its officers, employees, subcontractors and agents shall at all times comply with all security standards, practices, and procedures which are equal to or exceed those of DSHS (which security standards, practices, and procedures of DSHS shall have been provided to Contractor in writing) and which the other party may establish from time-to-time, with respect to information and materials which come into each party’s possession and to which such party gains access under this Contract. Such information and materials include without limitation all Proprietary Information and Confidential Information. 19.2 Audit. DSHS reserves the right to monitor, audit or investigate Contractor’s use of DSHS Confidential Information collected, used, or acquired by Contractor under this Contract. Such monitoring, auditing or investigative activities may include without limitation the WATRS performance reporting and billing databases. 19.3 Return. Subject to record retention laws and to DSHS’s rights under Section 8.1, each party shall promptly return to the disclosing party, on termination or expiration, all of the disclosing party’s Confidential Information and Proprietary Information, including copies thereof. 19.4

Unauthorized Disclosures or Uses.

19.4.1 Contractor shall immediately report to DSHS any and all unauthorized disclosures or uses of DSHS’s Confidential Information or Proprietary Information of which it or its Staff is aware or has knowledge. Contractor acknowledges that any publication or disclosure of DSHS’s Confidential Information or Proprietary Information to others may cause immediate and irreparable harm to DSHS. If Contractor should publish or disclose such Confidential Information or Proprietary Information to others without authorization, DSHS shall immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity without requiring a cure period. 19.4.2 DSHS will immediately report to Contractor any and all unauthorized disclosures or uses of Contractor’s Confidential Information or Proprietary Information of which DSHS is aware or has knowledge. DSHS acknowledges that any publication or disclosure of Contractor’s Confidential Information or Proprietary Information to others may cause immediate and irreparable harm to Contractor. If DSHS should publish or disclose such Confidential Information or Proprietary Information to others without authorization, Contractor shall immediately be entitled to injunctive relief or any other remedies to which it is entitled under law or equity without requiring a cure period. 19.5 Nondisclosure of Other DSHS Information. The use or disclosure by Contractor of any DSHS information not necessary for, nor directly connected with, the performance of Contractor’s responsibility with respect to Services or Deliverables is prohibited, except upon the express written consent of DSHS. 19.6 Exceptions. The following information shall not be considered Confidential Information for the purposes of this Contract: information previously known when received from the other party; information freely available to the general public; information 36 1/29/2015

which now is or hereafter becomes publicly known by other than a breach hereof; information which is developed by one party independently of any disclosures made by the other party of such information; or information which is disclosed by a party pursuant to subpoena or other legal process and which as a result becomes lawfully obtainable by the general public. 19.7 Survival. The provisions of this Section shall remain in effect following the termination or expiration of this Contract. 20.

Indemnifications. 20.1

Intellectual Property.

20.1.1 Contractor shall, at its expense, defend, indemnify, and hold harmless DSHS and its employees, officers, directors, contractors and agents, and the State from and against any third-party claim or action against DSHS which is based on a claim that any Service or Deliverable or any part thereof under this Contract infringes a patent, copyright, utility model, industrial design, mask work, trademark, or other proprietary right or misappropriates a trade secret, and Contractor shall pay all losses, liabilities, damages, penalties, costs, fees (including reasonable attorneys’ fees) and expenses caused by or arising from such claim. DSHS shall promptly give Contractor notice of any such claim. DSHS 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. However, if principles of governmental or public law are involved, the State may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of Contractor without Contractor’s written consent. 20.1.2 In case the Services or Deliverables, or any one or part thereof, are in such action held to constitute an infringement or misappropriation, or the exercise of DSHS’s rights thereto is enjoined or restricted, Contractor shall, at its own expense and in the following order of priorities: (i) procure for DSHS the right to continue using the Services or Deliverables; (ii) modify the Services or Deliverables to comply with the Specifications and to not violate any intellectual property rights; (iii) or retract or retrieve any or all Services or Deliverables upon receipt of notice from DSHS and refund the Charges of each Service or Deliverable, as applicable. 20.1.3 However, Contractor shall not be liable to the extent claims of misappropriation of infringement arise from Contractor’s compliance with any designs, Specifications or written instructions of DSHS after providing written notice to DSHS of the possibility of infringement claims from third parties and Contractor could not have avoided such claims through alternative products, or from modifications made by any party other than Contractor. 20.2 General. Contractor shall, at its expense, indemnify, defend, and hold harmless DSHS, its employees, officers, directors, contractors and agents, and the State from and against any losses, liabilities, damages, penalties, costs, fees, including without limitation reasonable attorneys’ fees, and expenses from any: (i) claim or action, including without limitation for property damage, bodily injury or death, caused by or arising from the negligent acts or omissions or willful misconduct of Contractor, its officers, employees, agents, or 37 1/29/2015

Subcontractors; (ii) a breach or alleged breach of its obligations in Section 19; (iii) any claim, action, suit or judgment to the extent caused by or arising from Contractor’s failure to provide and maintain reasonable administrative, physical and technical safeguards consistent with applicable industry standards to appropriately protect the confidentiality and integrity of DSHS Data; and (iv) all costs, liabilities, fees, damages, actions and claims arising from or caused by Contractor’s violation of any FCC rules or regulations, federal penalties, fines, sanctions, or disallowances or loss of reimbursement of long distance or interstate fees by Rolka Loube Saltzer Associates or its successors. DSHS shall promptly give Contractor notice of such claim. DSHS 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. However, if principles of governmental or public law are involved, the State may participate in the defense of any such action, but no costs or expenses shall be incurred for the account of Contractor without Contractor’s written consent. 20.3 Waiver of Statutory Immunity. Contractor intentionally accepts the terms of this Section and waives any and all statutory immunity provided by the Washington State Industrial Insurance Act, RCW Title 51, with regard to all rights of the indemnities stated herein. THE TERMS OF THIS SECTION, SPECIFICALLY INCLUDING THE PRECEDING WAIVER OF IMMUNITY, SHALL BE DEEMED MUTUALLY NEGOTIATED, HAS BEEN EXPRESSLY AND SPECIFICALLY NEGOTIATED AND AGREED UPON BY THE PARTIES TO THE FULLEST EXTENT ALLOWED BY THE LAWS OF WASHINGTON APPLICABLE TO DSHS. 21.

Damages Disclaimers and Limitations.

21.1 DSHS’s Disclaimer of Damages. DSHS SHALL NOT BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS AGREEMENT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES. 21.2 Contractor’s Disclaimer of Damages. EXCEPT AS PROVIDED IN SECTION 21.3, CONTRACTOR SHALL NOT BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR BY STATUTE OR OTHERWISE, FOR ANY CLAIM RELATED TO OR ARISING UNDER THIS AGREEMENT FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, OR SPECIAL DAMAGES. 21.3 Exceptions to Contractor’s Disclaimer of Damages. CONTRACTOR’S DISCLAIMER OF DAMAGES IN SECTION 21.2, SHALL NOT APPLY TO DAMAGES, EXPENSES, COSTS, LIABILITIES, CLAIMS OR ACTIONS SUBJECT TO OR COVERED BY CONTRACTOR’S INDEMNIFICATION OBLIGATIONS AS WELL AS THOSE SPECIFIED IN THE SECTIONS TITLED TERMINATION FOR CONTRACTOR’S MATERIAL BREACH, TERMINATION FOR REJECTION OF DELIVERABLES, TERMINATION REMEDIES, LIQUIDATED DAMAGES, RECORDS RETENTION AND ACCESS REQUIREMENTS AND IN SECTION 20.1.2.

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22.

Termination.

22.1 Termination for Contractor’s Material Breach. If Contractor materially breaches this Contract, then DSHS shall give Contractor written Notice of such breach. Contractor will correct the breach within 30 days of receipt of such Notice. For purposes of this Contract, a material breach shall include but not be limited to Contractor’s failure to meet any FCC requirement in applicable rules and regulations for TRS. If the breach is not corrected, this Contract may be terminated immediately, in whole or in part, by Notice from DSHS to Contractor. The option to terminate shall be at the sole discretion of DSHS. 22.2 Termination for Rejection of Deliverables or New Services. If Contractor is unable to correct Deficiencies in a Deliverable or Service pursuant to Section 7.3, DSHS shall have the right to immediately terminate this Contract, in whole or in part, immediately or at such other time indicated in a Notice of termination without penalty or liability to DSHS, with such a termination being deemed a termination due to the material breach of Contractor hereunder, and return the Deliverable, if applicable, to Contractor, and other Deliverables in DSHS’s judgment. If DSHS terminates this Contract under this Section, Contractor shall, within 20 days thereafter, refund to DSHS all payments made to Contractor for the returned Deliverable and Services rendered therefor and other Deliverables in DSHS’s judgment, in whole or in part. 22.3 Termination for Conflict of Interest. DSHS may terminate this Contract under Section 22.1 (Termination for Contractor’s Material Breach) by Notice to Contractor if DSHS 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. 22.4 Termination for DSHS’s Nonpayment. Except to the extent DSHS is exercising its remedies and subject to the application of Section 3.7, if DSHS fails to pay Contractor undisputed, material Charges when due under the Contract and fails to make such payments within 90 days of receipt of Notice from Contractor of the failure to make such payments, Contractor may, by giving Notice to DSHS, terminate this Contract as of a date specified in the Notice of termination. Contractor shall not have the right to terminate the Contract for DSHS’s breach of the Contract except as provided in this Section. 22.5

Termination Remedies.

22.5.1 In the event of termination of this Contract by DSHS under Sections 22.1-22.3, DSHS shall, in addition to its other available remedies, have the right to procure the Services and Deliverables that are the subject of this Contract on the open market and, subject to the provisions of Section 21.2 and Section 21.3, Contractor shall be liable for all damages, including, but not limited to: (i) the cost difference for the period which would have remained in the Contract term if not for termination between the original Contract Charges for the Services and Deliverables and the replacement costs of such Services and Deliverables acquired from another vendor; and (ii) if applicable, all administrative costs related to the replacement of this Contract, such as costs of competitive bidding, mailing, advertising, applicable fees, charges or penalties, and staff time costs. 39 1/29/2015

22.5.2 If it is determined for any reason the failure to perform is not within the Contractor’s control, fault, or negligence, the termination by DSHS under Sections 22.1-22.3 shall be deemed to be a termination for convenience under Section 22.6. 22.6

Termination for Convenience.

22.6.1 In addition to its other rights to terminate, DSHS may terminate this Contract, in whole or in part for DSHS’s convenience, by 90 days’ Notice to Contractor. Invocation of Section 22.7 (Termination for Withdrawal of Authority), or Section 22.8 (Termination for Non-allocation of Funds), shall be deemed a Termination for Convenience. 22.6.2 During this 90-day period, Contractor shall wind down and cease its Services as quickly and efficiently as reasonably possible, without performing unnecessary Services or activities and by minimizing negative effects on DSHS from such winding down and cessation of Services. If this Contract is so terminated, DSHS shall be liable only for payment in accordance with the terms of this Contract for Services satisfactorily rendered prior to the effective date of termination. 22.6.3 In case of such termination for convenience, DSHS will pay to Contractor the agreed upon price, if separately stated, for Deliverables for which Acceptance has been given by DSHS, amounts for Services which were provided in accordance with the terms of the Contract prior to the date of termination. The amounts for such Deliverables will be costs actually and reasonably incurred by Contractor therefor, as based on a pro rating of the Charges in Exhibit A for Deliverables which have received Acceptance up to the point of termination, but such amounts shall be no greater than the Charges for each Deliverable based on such pro rating. By way of example but not limitation, if Contractor received Acceptance for ten out of 16 Deliverables and the total Charges for such Deliverables was $100,000, the formula for calculating Charges to be paid would be 10/16 = 62.5%, and DSHS would owe Contractor $62,500 for those ten Deliverables. 22.7 Termination for Withdrawal of Authority. In the event that the authority of DSHS and all other State agencies to perform any of its duties is withdrawn, reduced, or limited in any way after the commencement of this Contract and prior to normal completion, DSHS may terminate this Contract under Section 22.6 (Termination for Convenience), in whole or in part. This Section shall not be construed so as to permit DSHS to terminate this Contract in order to acquire similar Services from a third party. 22.8 Termination for Non-allocation of Funds. If funds are not allocated to continue this Contract in any future period as described in Section 3.7, DSHS may terminate this Contract under Section 22.6 (Termination for Convenience). DSHS will not be obligated to pay any further Charges for Services or Charges for such future period, but DSHS shall make payments for Services and Deliverables as provided in Section 22.6.3, subject to DSHS’s availability of funding therefor. DSHS agrees to notify Contractor of such non-allocation at the earliest possible time. No penalty shall accrue to DSHS in the event this Section shall be exercised.

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22.9

Termination and Expiration Procedure.

22.9.1 Upon termination or expiration of this Contract, DSHS, in addition to any other rights provided in this Contract, may require Contractor to deliver to DSHS any Property, including but not limited to Deliverables and Data, for such part of this Contract as has been terminated. 22.9.2 After receipt of a Notice of termination or expiration, as applicable, and except as otherwise directed by DSHS, Contractor shall: 22.9.2.1 Stop work under this Contract on the date, and to the extent specified, in the Notice; 22.9.2.2 Place no further orders or subcontracts for materials, Services, or facilities except as may be necessary for completion of such portion of the work under this Contract that is not terminated; 22.9.2.3 As soon as practicable, but in no event longer than 30 days after termination, terminate its orders and subcontracts related to the work which has been terminated and settle all outstanding liabilities and all claims arising out of such termination of orders and subcontracts, with the approval or ratification of DSHS to the extent required, which approval or ratification shall be final for the purpose of this Section; 22.9.2.4 Complete performance of such part of this Contract as shall not have been terminated by DSHS; 22.9.2.5 Take such action as may be necessary, or as the ODHH TRS Contract Administrator may direct, for the protection and preservation of the Property related to this Contract which is in the possession of Contractor and in which DSHS has an interest; 22.9.2.6 Transfer title to DSHS and deliver in the manner, at the times, and to the extent directed by the ODHH TRS Contract Administrator, any Property which is required to be furnished to DSHS and which has been accepted or requested by DSHS; and 22.9.2.7 Provide written certification to DSHS that Contractor has surrendered to DSHS all such Property. 22.9.3 Upon the expiration or the termination of this Contract for any reason, DSHS’s rights to Services and/or Data will be as follows: 22.9.3.1 Unless otherwise agreed to between the parties as part of a turnover plan, Contractor will provide DSHS or its designee a license to use for the State’s purposes Services and/or data at no additional charge and provide technical and professional support and maintenance at Contractor’s then-current rates. 22.9.3.2 Contractor must provide for a reasonable, mutually agreed period of time after the expiration or termination of this Agreement, of at least 180 Days, 41 1/29/2015

all reasonable transition assistance requested by DSHS, to allow for the expired or terminated portion of the Services to continue without interruption or adverse effect, and to facilitate the orderly transfer of such Services to DSHS or its designees. Notwithstanding anything contained herein to the contrary, in the event this Agreement is terminated by DSHS under Sections 22.1 – 22.3, DSHS shall have the option to continue the use and operation of the WATRS for a period of not more than 180 Days after the effective date of termination of this Agreement in order to identify and complete the transition to alternative software products and services. Such transition assistance will be deemed by the parties to be governed by the terms and conditions of this Agreement, except for those terms or conditions that do not reasonably apply to such transition assistance. Upon expiration of the Contract or Contractor’s receipt of notice of termination of the Contract by DSHS, Contractor will also in accordance with instructions provided by DSHS provide any turnover assistance Services or data necessary to enable DSHS or its designee to effectively close out the Contract and move the work to another vendor or to perform the work by itself. Within ten days of receipt of the Notice of termination or ten days prior to and again on expiration of the Contract, Contractor shall provide, in machine readable form, a then-up-to-date, usable copy of the Data in a format specified by DSHS and a copy of all documentation needed by DSHS to utilize the Data. Contractor will ensure that all consents or approvals to allow Contractor and Subcontractors to provide the assistance required following termination or expiration have been obtained, on a contingent basis, in advance and will be provided by the applicable third parties at no cost or delay to DSHS. 22.9.3.3 DSHS shall pay the Contractor for any resources utilized in performing such transition assistance at Contractor’s then-current rates. If DSHS terminates the Project or this Contract under Sections 22.1 - 22.3, then DSHS will be entitled to offset the cost of paying the Contractor for the additional resources the Contractor utilized in providing transition assistance with any damages DSHS may have otherwise accrued as a result of such termination. 22.9.3.4 As part of the turnover, within 90 days following expiration or termination of the Contract, Contractor shall transfer to DSHS or its designee applicable toll-free numbers and the customer profile database as described in the Response and as required by the FCC. 23.

General Conditions.

23.1 Anti-Trust Violations. Contractor and DSHS recognize that overcharges resulting from antitrust violations are in actual economic practice usually borne by DSHS. Therefore, Contractor hereby assigns to DSHS any and all claims for such overcharges as to goods and services purchased in connection with this Contract, except as to overcharges not passed on to DSHS resulting from antitrust violations commencing after the date of the bid, quotation, or other event establishing the Charges and Changes under this Contract. 23.2 Assignment. Contractor may not assign or transfer this Contract or any of its rights hereunder, or delegate any of its duties hereunder, without the prior written consent of DSHS, provided that any permitted assignment shall not operate to relieve Contractor of any of its duties and obligations hereunder, nor shall such assignment affect any remedies available to DSHS that may arise from any breach of the provisions of this Contract or warranties made 42 1/29/2015

herein including but not limited to, rights of setoff. DSHS may assign or transfer this Contract or any of its rights hereunder, or delegate any of its duties hereunder, without the consent of Contractor. Any attempted assignment, transfer or delegation in contravention of this Section of the Contract shall be null and void. This Contract shall inure to the benefit of and be binding on the parties hereto and their permitted successors and assigns. 23.3 Authority. Neither party shall have authority to bind, obligate or commit the other party by any representation or promise without the prior written approval of the other party. 23.4 Binding Effect. Each party agrees that the Contract binds it and each of its employees, agents, independent contractors, and representatives. 23.5 Claims. Contractor must submit claims against DSHS within the earlier of six months of the date upon which Contractor knew of the existence of the claim or six months from expiration or termination of the Contract. No claims shall be allowed unless Notice of such claim has been given within the above-described time period. Such claims must be submitted to the ODHH TRS Contract Administrator or his or her designee by Contractor in the form and with the certification prescribed by the ODHH TRS Contract Administrator or his or her designee. Upon failure of Contractor to submit its claim within the time allowed, all rights to seek amounts due on account of such claims shall be waived and forever barred. Submission of such claims against DSHS shall be, except as provided in Sections 19.4.2 and 22.4, Contractor’s sole and exclusive remedy in the event that DSHS breaches this Contract. 23.6 Compliance With Civil Rights Laws. During the performance of this Contract, Contractor shall comply with all federal and applicable State nondiscrimination laws, including but not limited to: Title VII of the Civil Rights Act, 42 U.S.C. § 12101, et seq.; the Americans with Disabilities Act (ADA); and Title 49.60 RCW, Washington Law Against Discrimination. In the event of Contractor’s noncompliance or refusal to comply with any nondiscrimination law, regulation or policy, this Contract may be rescinded, canceled, or terminated in whole or in part by DSHS under Section 22.1 (Termination for Contractor’s Material Breach), and Contractor may be declared ineligible for further contracts with DSHS. 23.7 Conflicts Between Documents; Order of Precedence. In the event that there is a conflict between the documents comprising the Contract, the following order of precedence shall apply: 23.7.1

Applicable federal and State laws, regulations and policies;

23.7.2

The terms and conditions in the body of this Contract;

23.7.3

Change Orders;

23.7.4 Exhibit A (Payments and Key Staff), the payment terms and conditions contained in DSHS’s purchase documents, and any subsequent payment documents, if used;

43 1/29/2015

23.7.5

Exhibit B (Deliverables, Performance Standards and

23.7.6

Exhibit D (Letter of Credit);

23.7.7

The Specifications (except as otherwise listed below);

23.7.8

The Work Plan;

23.7.9

Other Deliverables;

23.7.10

The RFP;

23.7.11

Exhibit C (Revisions to the Response);

23.7.12

The Response; and

Liquidated Damages);

23.7.13 All Contractor publications, written materials and schedules, charts, diagrams, tables, descriptions, other written representations and any other supporting materials Contractor made available to DSHS and used to affect the sale of Deliverables and Services to DSHS. 23.8 Conflicts of Interest. Contractor, by entering into the Contract with DSHS to perform or provide work, Services or materials, has thereby covenanted that it has no direct or indirect pecuniary or proprietary interest, and that it shall not acquire any interest, which conflicts in any manner or degree with the work, Services or materials required to be performed and/or provided under the Contract and that it shall not employ any person or agent having any such interests. In the event that Contractor or its agents, employees or representatives hereafter acquires such a conflict of interest, it shall immediately disclose such interest to DSHS and take action immediately to eliminate the conflict or to withdraw from the Contract, as DSHS may require. 23.9 Counterparts. This Contract may be executed in counterparts or in duplicate originals. Each counterpart or each duplicate shall be deemed an original copy of this Contract signed by each party, for all purposes. 23.10 Covenant Against Contingent Fees. 23.10.1 Contractor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon any contract or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or a bona fide established commercial or selling agency of Contractor. 23.10.2 In the event of breach of this Section by Contractor, DSHS shall have the right to either annul this Contract without liability to DSHS, or, in DSHS’s discretion, deduct from payments due to Contractor, or otherwise recover from Contractor, the full amount of such commission, percentage, brokerage, or contingent fee.

44 1/29/2015

23.11 Cooperation of Parties. The parties agree to fully cooperate with each other in connection with the performance of their respective obligations and covenants under this Contract. 23.12 Debarment and Suspension. Contractor certifies to DSHS that it and its principals are not debarred, suspended, or otherwise excluded from or ineligible for, participation in federal or State government contracts. Contractor certifies that it shall not contract with a Subcontractor that is so debarred or suspended. Contractor shall immediately notify DSHS if, during the term of this Contract, Contractor becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency from participating in transactions. DSHS may immediately terminate this Contract by providing Contractor Notice if Contractor becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded by any federal department or agency from participating in transactions during the term hereof. 23.13 Entire Agreement; Acknowledgement of Understanding. DSHS and Contractor acknowledge that they have read the Contract and the attached Exhibits which are incorporated herein by this reference, understand them and agree to be bound by their terms and conditions. Further, DSHS and Contractor agree that the Contract and the Exhibits are the complete and exclusive statement of the Contract between the parties relating to the subject matter of the Contract and supersede all letters of intent or prior contracts, oral or written, between the parties relating to the subject matter of the Contract, except as provided in Section 12.9. 23.14 Force Majeure. Neither Contractor nor DSHS shall be liable or responsible for delays or failures in performance resulting from events beyond the reasonable control of such party and without fault or negligence of such party. Such events shall include but not be limited to acts of God, strikes, lockouts, riots, acts of war, epidemics, fire, power failures, nuclear accidents, earthquakes, unusually severe weather, acts of terrorism, or other disasters, whether or not similar to the foregoing, and acts or omissions or failure to cooperate of the other party or third parties (except Subcontractors). 23.15 Governing Law. This Contract shall be governed in all respects by the law and statutes of the State of Washington, without reference to conflict of law principles. The exclusive jurisdiction and venue of any action hereunder shall be in the State courts of Thurston County, Washington. Contractor accepts the personal jurisdiction of such courts. 23.16 Headings. The headings throughout the Contract are for reference purposes only, and the words contained therein shall in no way be held to explain, modify, amplify or aid in the interpretation, construction or meaning of the provisions of this Contract. 23.17 Independent Status of Contractor. The parties hereto, in the performance of this Contract, will be acting in their individual, corporate or governmental capacities and not as agents, employees, partners, joint venturers, 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 any purpose whatsoever. Contractor shall not make any claim of 45 1/29/2015

right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW. 23.18 Legal and Regulatory Compliance. The Services (including but not limited to the WATRS) shall comply with all applicable federal, State, and DSHS laws, regulations, codes, standards and ordinances during the term. In the event that any Services performed or the WATRS provided by Contractor are subsequently found to be in violation of such laws, regulations, codes, standards and ordinances, it shall be the sole responsibility of Contractor to bring the Services and the WATRS into compliance at no additional cost to DSHS. 23.19 Licensing Standards. Contractor shall comply with all applicable DSHS, other State, and federal licensing requirements and standards necessary in the performance of this Contract. 23.20 Lobbying Activities. Contractor shall comply with all certification and disclosure requirements prescribed by Section 319, Public Law 101-121 (31 U.S.C. § 1352) and any implementing regulations. 23.21 Modifications and Amendments. 23.21.1 No modification, amendment, alteration, addition or waiver of any Section or condition of this Contract shall be effective or binding unless it is in writing and signed by an authorized representative of Contractor and DSHS. 23.21.2 Only the individuals authorized by DSHS Contracting Officer or authorized delegate by writing (with the delegation to be made prior to action) shall have the express, implied, or apparent authority to alter, amend, modify, or waive any clause or condition of this Contract on behalf of DSHS. Furthermore, any alteration, amendment, modification, or waiver of any clause or condition of this Contract is not effective or binding until made in writing and signed by DSHS Contracting Officer or authorized delegate in writing as aforesaid and Contractor, unless otherwise provided herein. 23.21.3 Contractor shall notify DSHS of the names of individuals who have authority to bind Contractor to modifications to the Contract and of the limits of such authority at the time Contractor submits its Response and at such other times as required. 23.22 Non-waiver. Except as otherwise specifically provided herein, any failure or delay by either party to exercise or partially exercise any right, power or privilege under the Contract shall not be deemed a waiver of any such right, power, or privilege under the Contract. Any waivers granted by DSHS for breaches hereof shall not indicate a course of dealing of excusing other or subsequent breaches. Contractor agrees that DSHS’s pursuit or nonpursuit of a remedy under this Contract for Contractor’s breach of its obligations will neither constitute a waiver of any such remedies or any other remedy that DSHS may have at law or equity for any other occurrence of the same or similar breach nor estop DSHS from pursuing such remedy. 23.23 Notice of Delay. When either party has knowledge that any actual or potential situation is delaying or threatens to delay the timely performance of this Contract, that 46 1/29/2015

party shall, within five working days, give notice thereof, including all relevant information with respect thereto, to the other party. 23.24 Notices. 23.24.1 Any notice or demand or other communication required or permitted to be given under this Contract or applicable law shall be effective if and only if it is in writing, properly addressed, and either delivered in person, or by a recognized courier service, or deposited with the United States Postal Service as first-class certified mail, postage prepaid, certified mail, return receipt requested, via facsimile or by electronic mail, to the parties at the addresses and fax number, and e-mail 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: Mailing Address

Telephone: Fax: E-mail:

To DSHS at: State of Washington Department of Social and Health Services ODHH TRS Contract Administrator Mailing Address 14th and Jefferson OB-2, MS 45301 Olympia, WA 98504-5301 Telephone: 360-902-8000 Fax: 360-902-0855 E-mail: [email protected] cc: Executive Director Office of the Deaf and Hard of Hearing Department of Social and Health Services State of Washington PO Box 45301 Olympia, WA 98504-5301 23.24.2 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 Notice given as provided above. 23.25 Publicity. The award of this Contract to Contractor is not in any way an endorsement of Contractor or Contractor’s Services by DSHS and shall not be so construed by 47 1/29/2015

Contractor in any advertising or publicity materials. Contractor agrees to submit to the TRS Program Manager all advertising, sales promotion, and other publicity matters relating to this Contract wherein DSHS’s name is mentioned or language used from which the connection of DSHS’s name therewith may, in DSHS’s judgment, be inferred or implied. Contractor further agrees not to publish or use such advertising, sales promotion, or publicity matter without the prior written consent of DSHS. Contractor shall not in any way contract on behalf of or in the name of DSHS. Nor shall Contractor release any informational pamphlets, notices, press releases, research reports, or similar public notices concerning this project without obtaining the prior written approval of DSHS. 23.26 Remedies. Except for remedies designated specifically as exclusive, no remedy conferred by any of the specific provisions of the Contract is intended to be exclusive of any other remedy, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder, now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by either party shall not constitute a waiver of the right to pursue other available remedies. 23.27 Severability. If any term or condition of this Contract or the application thereof to any person(s) or circumstances is held invalid, such invalidity shall not affect other terms, conditions, or applications which can be given effect without the invalid term, condition, or application; to this end the terms and conditions of this Contract are declared severable. 23.28 Sovereign Immunity. The parties expressly agree that no provision of this Contract is in any way intended to constitute a waiver by DSHS or the State of Washington of any immunities from suit or from liability that DSHS or the State of Washington may have by operation of law. 23.29 Subcontractors. 23.29.1 Contractor may, with prior written permission from the ODHH TRS Contract Administrator, enter into subcontracts with third parties for its performance of any part of Contractor’s duties and obligations. Subject to the other provisions of this Section 23.29, DSHS expressly consents to Contractor’s use of the Subcontractors designated in its Response for the provision of the Services specified in the Response. Any such Subcontractor approval for providing a Service, a Deliverable or a Change Order may be rescinded in DSHS’s sole discretion. 23.29.2 Contractor is responsible and liable for the proper performance of and the quality of any work performed by any and all Subcontractors. In no event shall the existence of a subcontract operate to release or reduce the liability of Contractor to DSHS for any breach in the performance of Contractor’s duties. In addition, Contractor’s use of any Subcontractor shall not cause the loss of any warranty from Contractor. DSHS has the right to refuse reimbursement for obligations incurred under any subcontract that do not comply with the terms and conditions of this Contract. All subcontracts will be made in writing and copies provided to DSHS upon request. For purposes of this Contract, Contractor agrees to indemnify, defend, and hold DSHS harmless from and against any and all claims, actions, losses, liabilities, damages, costs and expenses (including reasonable attorney fees) arising out of or related to acts 48 1/29/2015

or omissions of Contractor’s Subcontractors, their agents, or employees. At DSHS’s request, Contractor shall forward copies of subcontracts and fiscal, programmatic and other material pertaining to any and all subcontracts. 23.29.3

For any Subcontractor, Contractor shall:

23.29.3.1 Be responsible for Subcontractor compliance with the Contract and the subcontract terms and conditions; and 23.29.3.2 Ensure that the Subcontractor follows DSHS’s reporting formats and procedures as specified by DSHS. 23.29.3.3 Include in the Subcontractor’s subcontract substantially similar terms as are provided in Sections 3.7, 4.5 – 4.8, 8.1, 8.2, 8.4, 9, 18, 19, 22.9.3.2, 23.12, 23.15, and 23.18 of this Contract. 23.29.4 Upon expiration or termination of this Contract for any reason, DSHS and/or the State will have the right to enter into direct agreements with any of the Subcontractors. Contractor agrees that its arrangements with Subcontractors will not prohibit or restrict such Subcontractors from entering into direct agreements with DSHS. 23.30 Subpoena. In the event that a subpoena or other legal process commenced by a third party in any way concerning the Deliverables or Services provided pursuant to this Contract is served upon Contractor or DSHS, such party agrees to notify the other party in the most expeditious fashion possible following receipt of such subpoena or other legal process. Contractor and DSHS further agree to cooperate with the other party in any lawful effort by the such other party to contest the legal validity of such subpoena or other legal process commenced by a third party as may be reasonably required and at the expense of the party to whom the legal process is directed, except as otherwise provided herein in connection with defense obligations by Contractor for DSHS. 23.31 Survival. All Services performed and Deliverables delivered pursuant to the authority of this Contract are subject to all of the terms, conditions, price discounts and rates 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 Sections 3.9, 3.11, 4.7-4.8, 7.1, 8.1, 8.2, 8.4, 9, 17.1, 17.2, 17.3, 18 - 21, 22.5, 22.6.3, 22.9, and 23, and Exhibit D shall survive the termination of this Contract. 23.32 Waiver. Waiver of any breach of any term or condition of this Contract shall not be deemed a waiver of any prior or subsequent breach. No term or condition of this Contract shall be held to be waived, modified or deleted except by a written instrument signed by the parties hereto.

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The parties hereto, having read this Contract in its entirety, including all attachments hereto do agree thereto in each and every particular. In witness thereof, the parties have set their hands hereunto as of the Effective Date. STATE OF WASHINGTON DEPARTMENT OF SOCIAL AND HEALTH SERVICES

CONTRACTOR:

By: Printed Name: Title: Date:

By: Printed Name: Title: Date:

APPROVED AS TO FORM: ATTORNEY GENERAL’S OFFICE By: Printed Name: Title: Date:

50 1/29/2015

EXHIBIT A. CHARGES, PAYMENTS, KEY STAFF, AND DELIVERABLES 1. Charges. Contractor shall charge DSHS the rates and monthly recurring Charges as indicated in the table in Section 1, Charges, of this Exhibit A. [This section is subject to the terms in the Response and negotiations] Response Section

Services

Charges

Key Staff and full-time Outreach Services Key Staff and part time Outreach Services Key Staff only Telecommunications Relay Services TRS Conversation Minutes Basis CTS Conversation Minutes Basis Deliverables [This list is subject to change based on the Deliverables in the Response and negotiations] WA Relay Annual Plan WA Relay Annual Data Report Outreach Plan (see below in Section 4) Work Plan WATRS WA Relay Website TRS Complaint Log Reports Data Report for the FCC Traffic Reports and Outreach Reports Five Year Certification Report User Surveys Advertisements Informational Mailings Taste of Technology Presentations STS Outreach HLA-WA Outreach Media Public Service Announcements Native American Outreach WA Relay Outreach Booths

A-1 1/29/2015

/min /min Not to exceed $____ per State fiscal year or as otherwise agreed to in writing between the parties

2.

Payment Schedule.

2.1 Invoices and Payment. Contractor shall have the right to issue invoices in the amounts noted above as provided in Section 3.6 of the Contract. DSHS shall pay invoices in accordance with Section 3.1 of the Contract. 2.2 RLSA Reimbursement. Contractor shall seek FCC-approved reimbursement for all calls of any type authorized to be charged for reimbursement from the FCC designated TRS fund, which is currently administered by RLSA. RLSA reimbursed minutes shall be reported to DSHS on a monthly basis for informational purposes. This obligation currently includes TRS Interstate and Captioned Telephone Interstate Services. 3.

Key Staff. Key Staff shall include the following:

Relay Program Manager 4. Outreach Plan. [This section is subject to the terms in the Response and negotiations]

1.

2.

3. 4. 5.

6. 7.

8. 9.

Outreach Plan Media Promotions (e.g., advertisements on city buses, billboards, newspapers, agency and/or organizational newsletters) Customized Washington Relay logo branded brochures for various Relay services (e.g., 711, TTY, VCO, TeleBraille, Spanish, STS) User Conferences TRS Promotional Campaign Events/Conferences/Events/Tradeshows (e.g., booth/exhibit expenses, sponsorship funds, program advertisements) Speech-to-Speech Outreach Promotional Items - booth/exhibit display stands, WashingtonRelay.com web site, Washington Relay branded giveaways (stickers, magnets, pens, key chains, etc.) Miscellaneous Outreach Expenses (e.g., interpreting, internet access, postage, travel, supplies, etc.) Total Expenditures - Not-to-Exceed

A-2 1/29/2015

Monthly Expenses

Annual Expenses

EXHIBIT B. PERFORMANCE STANDARDS, LIQUIDATED DAMAGES AND ESCALATION PROCEDURE I.

Deliverables and Liquidated Damages

1

Washington Relay Annual Plan

Contractor must develop and submit a Washington Relay Annual Plan DSHS shall assess $200 per day for each day the Washington Relay that must receive Acceptance from DSHS annually no later than January Annual Plan does not receive Acceptance as scheduled until it receives 30th of each year. Acceptance

2

Washington Relay Annual Report

Contractor must develop and submit a Washington Relay Annual Report DSHS shall assess $200 per calendar day for each day the Washington that must receive Acceptance from DSHS annually no later than January Relay Annual Report does not receive Acceptance as scheduled until it 30th of each year. receives Acceptance

3

WATRS Consumer Input Survey and Survey Results Report

Contractor must produce and distribute Consumer Survey Cards which must be approved by DSHS as proposed in Contractor’s Response and which evaluates the quality of Contractor’s Telecommunications Relay Services. Contractor shall ensure that survey responses are directed to DSHS’s mailing address. This survey shall be distributed semi-annually beginning no later than November 15, 2015.

DSHS shall assess $200 per day for each day an acceptable Customer Survey is not timely delivered. For this section, “acceptable” means that the Survey Card is designed to fairly evaluate the quality of Contractor’s Telecommunications Relay Services.

4

Deliverables

Contractor must meet the due date for Acceptance of each Deliverable, as indicated in the Work Plan. Contractor’s Status Reports will provide information on progress toward meeting these Deliverable dates.

DSHS shall assess $1,000 per day from the Deliverable Acceptance date in the Work Plan until the date each Deliverable receives Acceptance from DSHS.

5

Annual Outreach Plan

DSHS shall annually submit to Contractor no later than September 1 of Beginning in 2015, DSHS shall assess $2000 per day for each day beyond each year beginning in 2015 a Proposal for Annual Outreach Plan October 1 such Annual Relay Outreach Plan has not received Acceptance Activities. Contractor shall submit an Annual Outreach Plan no later by the Acceptance Date in the Work Plan from DSHS. than October 1, 2015 and annually thereafter. Such Annual Outreach Plan shall contain the following elements: • Timeframe and Scope of each Activity to be conducted • Budget for each Activity • Specifics of the Activity or Deliverable to be provided to or on behalf of WATRS or DSHS For the calendar year beginning in 2015, Contractor must receive

B-1 1/29/2015

Acceptance from DSHS for the Annual Outreach Plan and budget therefore no later than November 1, 2015. 6

Monthly Call Detail Reports

Contractor must provide monthly call detail reports containing such information required in RFP and Response and as may be requested by DSHS and subsequently added thereto by Contractor.

DSHS shall assess $200 per day an acceptable monthly call detail report is not timely delivered. For this section, “acceptable” means that the monthly call detail report contains such information required in RFP and Response and as may be requested by DSHS and subsequently added thereto by Contractor

7

Change Request Management

DSHS shall assess $200 per day for each day an acceptable Change Request Management status monthly report is not timely received by DSHS. For this section, “acceptable means that the Change Request management status monthly reports include the following elements: Change Request date, planned completion date, activity priority status, activity status, and actual completion date.

8

Change Request Management

As part of Contractor’s submission pursuant to Section 5, above, of Exhibit B, Contractor shall, beginning with the call detail report covering the month of November 20XX, also provide monthly status reports of WATRS Change Requests identifying the status of all outstanding WATRS Change Requests and resulting Change Orders made or agreed upon by DSHS, including those closed since the last report. The Change Request Management status monthly report will include Change Request date, planned completion date, activity priority status, activity status, and actual completion date. Comprehensive and accurate Change Orders from Contractor to all DSHS Change Requests including proposed solution, cost and time frames, must be delivered to DSHS within [30] days of receipt of a DSHS Change Request. Contractor shall promptly notify DSHS of when Contractor has received the Change Request, which shall then commence the 30 day response timeframe

9

WATRS Call Blockage Standard

WATRS shall on a daily basis meet a call blockage standard of P.01 or less.

DSHS shall assess liquidated damages as specified below, if WATRS fails to meet this Performance Standard:

DSHS shall assess $200 per day for each day an acceptable Change Order is not timely received by DSHS from Contractor. For this section, “acceptable” means that the Change Order from Contractor includes Contractor’s proposed solution, associated solution costs, and applicable timeframes to comply with Change Requests made by DSHS.

31-60 minutes

$1,000 each minute over 30

61-90 minutes

$2,000 each minute over 60

91-120 minutes $3,00 each minute over 90 121+ minutes

B-2 1/29/2015

$4,000 each minute over 120

10

Mandated FCC Contractor must ensure that all federally required compliance activities DSHS may assess up to $1,000 per day after the agreed upon due date, for Compliance and reports are produced on demand on dates required by either the FCC failure to timely provide the necessary information. or RLSA. and RLSA Reporting

11

FCC Certification

Contractor shall provide to DSHS by the date established by DSHS all DSHS shall assess $1000 a day for each day Contractor fails to meet this pertinent federally required information essential to the Application for Performance Standard and maintenance of FCC TRS certification and required to be submitted by DSHS to the FCC.

12

WATRS Acceptance

Contractor must receive Acceptance of the WATRS from DSHS no later DSHS shall assess $25,000 per day from July 1, 2015 until WATRS is than noon PST on July 1, 2015 Operational in accordance with its applicable Specifications and receives Acceptance from DSHS

13

Turnover Deliverable

14

15

Nine months prior to the end of the Contract term , Contractor must receive Acceptance for and implement a Turnover Plan covering the possible turnover of WATRS and operation activities to either the State or a successor contractor. The Turnover Plan must be a comprehensive Deliverable detailing the proposed schedule, activities, and resource requirements associated with the turnover tasks consisting of but not limited to, the transition of 800 numbers associated with WATRS and the User Call Profile Database. Average Speed Contractor must answer 85% of all calls for and about WATRS within of Answer 10 seconds. (ASA)

DSHS shall assess $1,000 per day that from the Turnover Plan does not receive Acceptance nine months prior to the end of the Contract term until the date the Turnover Plan receives Acceptance from DSHS

Compliance with Other Agreement Provisions

If the Performance Standard failure is not corrected by Contractor within the due date required by DSHS, DSHS shall assess liquidated damages of $1000 per Day after the due date until the failure is corrected in DSHS’s judgment

The RFP includes Performance Standards which are not listed in the table in Exhibit B. DSHS shall have the right to notify Contractor of its failures to meet these additional Performance Standards, request a Corrective Action Plan, designate a date by which Contractor must provide a Corrective Action Plan and designate a period of time in which the Contractor must remedy the failure to meet the Performance Standard. Contractor shall provide a Corrective Action Plan within the time period designated by DSHS, fulfill the obligations regarding Corrective Action Plans in the Agreement, and remedy the failure within the time period designated by DSHS

B-3 1/29/2015

DSHS shall assess liquidated damages of $1000 for each second that Contractor fails to meet this Performance Standard

16

WATRS Maintenance

DSHS will determine the severity level assigned to a Deficiency. Level 1 - Emergency - WATRS no longer functions. • Performance Standard for responding to Deficiency call is 30 minutes, includes acknowledging Deficiency, logging Deficiency in the Problem Report database and providing a ticket/tracking number to the caller. • Performance Standard for reporting recommended resolution and estimated fix date/time for all WATRS components is 2 clock hours. • Performance Standard for correction of Deficiency associated with WATRS component is 24 clock hours. Level 2 - Disabled, No Workaround – A business function or WATRS component does not work as required, and no acceptable workaround is available or a workaround that is acceptable to DSHS is not available. • Performance Standard for responding to Deficiency call is 30 minutes, includes acknowledging Deficiency, logging Deficiency in the Problem Report database and providing a ticket/tracking number to the caller. • Performance Standard for reporting recommended resolution and estimated fix date/time for all WATRS components is 2 clock hours. • Performance Standard for correction of Deficiency associated with WATRS component is 48 clock hours.

DSHS shall assess the liquidated damages as specified below for failure to meet each Level 1 Performance Standard time. $1000/24 hour period 0 to 72 hours beyond Performance Standard $2000/24 hour period 73 to 168 hours beyond Performance Standard $3000/24 hour period 169 to 336 hours beyond Performance Standard $4000/24 hour period > 336 hours beyond Performance Standard DSHS shall assess the liquidated damages as specified below for failure meets each Level 2 Performance Standard time. $ 800/24 hour period 0 to 72 hours beyond Performance Standard $1600/24 hour period 73 to 168 hours beyond Performance Standard $2400/24 hour period 169 to 336 hours beyond Performance Standard $3200/24 hour period > 336 hours beyond Performance Standard DSHS shall assess the liquidated damages as specified below for failure to meet each Level 3 Performance Standard time. $ 300/24 hour period 0 to 72 hours beyond Performance Standard $ 600/24 hour period 73 to 168 hours beyond Performance Standard $ 900/24 hour period 169 to 336 hours beyond Performance Standard $1200/24 hour period > 336 hours beyond Performance Standard

DSHS shall assess the liquidated damages as specified below for failure to Level 3 - Disabled, Workaround – A business function or WATRS meet each Level 4 Performance Standard time. component does not work as required, but a workaround that is $ 100/24 hour period 0 to 72 hours beyond Performance Standard acceptable to DSHS is available. $ 125/24 hour period 73 to 168 hours beyond Performance Standard • Performance Standard for responding to Deficiency call is 30 $ 150/24 hour period 169 to 336 hours beyond Performance Standard minutes, includes acknowledging Deficiency, logging Deficiency in > 336 hours beyond Performance Standard the Problem Report database and providing a ticket/tracking $ 200/24 hour period • •

number to the caller. DSHS shall assess the liquidated damages as specified below for failure to Performance Standard for reporting recommended resolution and meet each Level 5 Performance Standard time. estimated fix date/time for all system components is 2 clock hours. Performance Standard for correction of Deficiency associated with $ 50/24 hour period 0 to 72 hours beyond Performance Standard WATRS component is three business days. $ 75/24 hour period 73 to 168 hours beyond Performance Standard

B-4 1/29/2015

$ 100/24 hour period Level 4 - Minor - Non-critical, but having a negative effect on one or $ 125/24 hour period more business functions or WATRS components. • Performance Standard for responding to Deficiency call is 30 minutes, includes acknowledging Deficiency, logging Deficiency in the Problem Report database and providing a ticket/tracking number to the caller. • Performance Standard for reporting recommended resolution and estimated fix date/time for all WATRS components is 4 business days. • Performance Standard for correction of problem associated with WATRS component is 15 business days.

17

Security Management Notice and Mitigation

Level 5 - Cosmetic - Non-critical and non-impacting to one or more business functions or WATRS components. • Performance Standard for responding to Deficiency call is 30 minutes, includes acknowledging Deficiency, logging Deficiency in the Problem Report database and providing a ticket/tracking number to the caller. • Performance Standard for reporting recommended resolution and estimated fix date/time for all WATRS components is 5 business days. • Performance Standard for correction of Deficiency associated with WATRS component located at Contractor site is 30 business days. • Performance Standard for correction of Deficiency associated with WATRS component is 30 business days. Contractor shall notify the ODHH TRS Contract Administrator within Liquidated damages for non-compliance with the notification to the one hour following the identification of any potential or actual major or ODHH TRS Contract Administrator Performance Standard shall be minor incident, including any breach, any attack, or the introduction of assessed at $5,000 per Security Incident per Day. any disabling device, related to the WATRS. Liquidated damages for non-compliance with the corrective action Contractor shall take corrective action to mitigate the potential or actual mitigation of the potential or actual Security Incident Performance major or minor security incident within two hours following the Standard shall be assessed at $5,000 per Security Incident per Day. identification of each potential or actual Security Incident. All potential or actual Security Incidents identification times shall be documented within the Security Report. Contractor shall provide

B-5 1/29/2015

169 to 336 hours beyond Performance Standard > 336 hours beyond Performance Standard

Equipment or Software metrics to support the potential or actual Security Incidents identification time. Contractor shall also report the notification time of notifying the ODHH TRS Contract Administrator. Within the Security Report, Contractor shall document the correct action taken to mitigate the potential or actual Security Incidents. Contractor shall also provide Equipment or Software metrics to support the potential or actual Security Incidents correct action mitigation.

18

Security Management Report

Once an event has been confirmed to have an impact on security, the event is classified as a Security Incident Contractor shall provide a written report and assessment within 12 hours following the identification of the minor security incident regarding all actions taken concerning each identified minor security incident, including any breach, any attack, or the introduction of any disabling device, the current status, and any potential impact(s) to the ODHH TRS Contract Administrator of the security incident. Contractor shall provide a high level and summary analysis in two hours and a written report and assessment within eight hours following the identification of the major security incident regarding all actions taken concerning each identified major security incident, including any breach, any attack, or the introduction of any disabling device, the current status, and any potential impact(s) to the ODHH TRS Contract Administrator of the security incident. Contractor shall provide a written report and assessment regarding all actions taken concerning each identified security incident, including any breach, any attack, or the introduction of any disabling device, the current status, and any potential impact(s) to the ODHH TRS Contract Administrator of the security incident. Each security incident shall be categorized according to criticality as either minor or major. • For a minor security incident, which causes limited loss of Confidential Information, integrity, protection, and/or availability of the WATRS to organizational operations, organizational assets, or individuals, this report and assessment shall be provided within 12 hours following the identification of the minor security incident.

B-6 1/29/2015

For each and every occasion that the Contractor fails to meet the Security Management Report Performance Standard, as determined by the ODHH TRS Contract Administrator, Contractor shall be assessed Liquidated Damages of $500 for each hour and each fraction of an hour that this report and assessment is late.



For a major security incident, which causes serious or catastrophic loss of Confidential Information, integrity, protection, and/or availability of the Systems to organizational operations, organizational assets, or individuals, this report and assessment shall be provided within eight hours following the identification of the major security incident.

The ODHH TRS Contract Administrator, in his sole discretion, may require Contractor to update this report and assessment on an hourly or daily basis depending on criticality, status, and possible impact to DSHS.

II.

Contract Performance Escalation Procedure

Contractor’s frontline representation for the State of Washington is ______. All issues or concerns related to the Contract from DSHS should first contact_____________. In the event that __________ is not available, _________(_________ TRS Customer Relations Manager) will be next person to contact. Finally, if _________is not available, _______, ( [title]___), is the next in command. It is Contractor’s primary goal to be available to insure all concerns are addressed in a timely matter. Successors shall be named by Contractor for the contacts as needed. Contractor shall provide updated contact information for individuals identified in Contractor’s escalation procedure.

B-7 1/29/2015

EXHIBIT C. REVISIONS TO THE RESPONSE

C-1 1/29/2015

EXHIBIT D. LETTER OF CREDIT Bank ____ [Month Date], 201_ Irrevocable Letter of Credit Number: ______________ Amount: [US$_,000,000] To whom it may concern: At the request and for the account of the State of Washington Department of Social and Health Services we hereby establish our Irrevocable Letter of Credit Number ________ in your favor, available by draft(s) at sight on Bank _______, up to the aggregate sum of $_,000,000 (___ Million United States Dollars), inclusive of any banking charges effective as of today’s date and expiring on the end of the Warranty Period for WATRS as defined in Contract PSCXXXXX dated as of [Month Date], 201_. Partial drawings are permitted. Drafts drawn under this Letter of Credit must be accompanied by the following document: A Certificate signed by the ___________ to the effect that the amount drawn represents funds due and payable to you because of the following reason: Nonperformance of the Contractor [Contractor Name] pursuant to Contract PSCXXXXX dated as of [Month Date], 201_ for designing, developing, implementing, operating and maintaining the new WATRS. We hereby agree with the drawers, endorsers and holders in due course of any draft under this Letter of Credit that such drafts shall be duly honored on presentation provided that all terms and conditions of the Letter of Credit have been complied with. This Letter of Credit is subject to the Uniform Customs and Practices for Documentary Credits (1993 Revision) International Chamber of Commerce Publication Number 500, as modified from time to time. Yours faithfully, For and on behalf of Bank ________ By: ___________________________ Title: __________________________

D-1 1/29/2015

Exhibit E - Washington State TRS Conversation Minutes This information is provided to Bidders for purposes of identifying conversation minutes volume for Basic Services Pricing. It includes data for traditional TRS, CTS Services and speech to speech intrastate, interstate, international, toll-free, directory assistance, 900 services, and test call minutes.

Total Conversation Minutes TRS

CTS

Date

Minutes

Date

Minutes

July 2013

35,374

July 2013

69,288

August 2013

30,137

August 2013

68,695

September 2013

26,369

September 2013

68,738

October 2013

24,749

October 2013

63,754

November 2013

25,597

November 2013

64,575

December 2013

26,624

December 2013

69,580

January 2014

26,159

January 2014

68,252

February 2014

24,942

February 2014

61,355

March 2014

26,403

March 2014

70,635

April 2014

25,386

April 2014

67,160

May 2014

27,204

May 2014

69,787

June 2014

28,119

June 2014

63,410

Total

327,062

Total

805,231

Department of Social & Health Services RFP # 1456-527

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December 17, 2014