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INTEGRATED WEB PAYMENT SOLUTION

REQUEST FOR PROPOSALS

DECEMBER 1, 2005

Proposal number:RFP IT205

Proposal due:4:30PM Pacific Time

January 17, 2006

Submit Responses to:The Evergreen State College

Attn: Purchasing Office RFP IT2052700 Evergreen Pkwy NW

Olympia, WA 98505

TABLE OF CONTENTS

PAGE

Vendor’s RFP Checklist.............................................................................2

Schedule of Events.....................................................................................4

Section 1: Project Overview and Instructions.........................................51.0 Project Overview....................................................................................................51.1 Contract Term........................................................................................................51.2 Single Point of Contact...........................................................................................51.3 Required Review....................................................................................................51.4 Mandatory Pre-Proposal Telephone Conference Call...........................................61.5 General Requirements...........................................................................................61.6 Submitting a Proposal............................................................................................71.7 Cost of Preparing a Proposal.................................................................................7

Section 2: RFP Standard Information......................................................82.0 Authority.................................................................................................................82.1 Vendor Competition...............................................................................................82.2 Receipt of Proposals and Public Inspection...........................................................82.3 Classification and Evaluation of Proposals............................................................92.4 Evergreen’s Rights Reserved..............................................................................102.5 Vendor Debriefing Conference.............................................................................112.6 Vendor Protests...................................................................................................11

Section 3: Scope of Project.....................................................................143.0 Purpose and Overview.........................................................................................143.1 Background..........................................................................................................153.2 Technical System Requirements.........................................................................153.3 Regulatory Compliance Requirements................................................................183.4 Administrative Tool Requirements.......................................................................183.5 Functionality Requirements..................................................................................193.6 Training Requirements.........................................................................................213.7 Maintenance and Support Requirements.............................................................223.8 Scalability and Extendibility Requirements..........................................................223.9 Eligibility of Other Institutions to Purchase...........................................................223.10 Additional Information..........................................................................................22

Section 4: Vendor Qualifications............................................................244.0 Evergreen’s Right to Investigate and Reject........................................................244.1 Vendor Informational Requirements....................................................................24

Section 5: Cost Proposal.........................................................................255.0 Cost Proposal.......................................................................................................255.1 Cost Proposal Detail............................................................................................255.2 Consultant Rates for Consulting Services............................................................26

Section 6: Evaluation Criteria.................................................................276.0 Evaluation Criteria................................................................................................27

Appendix A - Standard and Special Terms and Conditions..................30

Appendix B - Contract..............................................................................43

RFP IT205 Integrated Web-Payment Solution – The Evergreen State College, Page 1

VENDOR’S RFP CHECKLIST

The 10 Most Critical Things to Keep in Mind When Responding to an RFP for the Evergreen State College

1. _______ Read the entire document. Note critical items such as: mandatory requirements; supplies/services required; submittal dates; number of copies required for submittal; funding amount and source; contract requirements (i.e., contract performance security, insurance requirements, performance and/or reporting requirements, etc.).

2. _______ Note the procurement officer's name, address, phone numbers and e-mail address. This is the only person you are allowed to communicate with regarding the RFP and is an excellent source of information for any questions you may have.

3. _______ Attend the pre-proposal conference if one is offered. These conferences provide an opportunity to ask clarifying questions, obtain a better understanding of the project, or to notify Evergreen of any ambiguities, inconsistencies, or errors in the RFP.

4. _______ Take advantage of the “question and answer” period. Submit your questions to the procurement officer by the due date listed in the Schedule of Events and view the answers given in the formal “addenda” issued for the RFP. All addenda issued for an RFP are posted on Evergreen’s website and will include all questions asked and answered concerning the RFP.

5. _______ Follow the format required in the RFP when preparing your response. Provide point-by-point responses to all sections in a clear and concise manner.

6. _______ Provide complete answers/descriptions. Read and answer all questions and requirements. Don’t assume Evergreen or the evaluation committee will know what your company capabilities are or what items/services you can provide, even if you have previously contracted with Evergreen. This proposal is evaluated based solely on the information and materials provided in your response.

7. _______ Use the forms provided, i.e., cover page, sample budget form, certification forms, etc.

8. _______ Check Evergreen’s website for RFP addendum. Before submitting your response, check Evergreen’s website at http://www.evergreen.edu/support/rfp/IT205/ to see whether any addendum were issued for the RFP. If so, you must submit a signed cover sheet for each addendum issued along with your RFP response.

9. _______ Review and read the RFP document again to make sure that you have addressed all requirements. Your original response and the requested copies must be identical and be complete. The copies are provided to the evaluation committee members and will be used to score your response.


http://www.evergreen.edu/support/rfp/IT205/

10. _______ Submit your response on time. Note all the dates and times listed in the Schedule of Events and within the document, and be sure to submit all required items on time. Late proposal responses are never accepted.

This checklist is provided for assistance only and should not be submitted with Vendor’s Response.


SCHEDULE OF EVENTS

EVENT .................................................................................................DATE

RFP Issue Date.....................................................................................................12/05/2005

Mandatory Pre-Proposal Telephone Conference Call...................1:00pm Pacific Time 12/12/2005

Deadline for Receipt of Written Questions.................9:00a.m. Pacific Time 12/19/2005

Posting of Written Answers to Evergreen’s Website ...................4:30pm Pacific Time 12/22/2005

RFP Response Due Date...............................................4:30pm Pacific Time 01/17/2006

Evaluation Committee Meeting...........................................Approximately 01/18-24/2006

Notification of Product Demonstrations (if necessary)...........Approximately 01/25/2006

Product Demonstrations (if necessary)..........................Approximately 01/31-02/03/2006

Notice of Intent to Award....................................................................................02/07/2006

Implementation and Testing in TEST Environment..........................................04/01/2006

Go Live..................................................................................................................04/30/2006


SECTION 1: PROJECT OVERVIEW AND INSTRUCTIONS

1.0 PROJECT OVERVIEW

The Evergreen State College (Evergreen), a State of Washington College, is seeking a contractor to provide a comprehensive and fully integrated multi-user electronic Web-payment system solution, to include installation, configuration, training, and maintenance, which will allow real-time authorization of secure credit card and debit card payments via the Internet and enable electronic check (E-check) payments via the internet. The proposed system must also be fully integrated with Evergreen’s SunGard SCT Banner administrative information system. This system must be hosted on the Vendor’s system and accessed via a web link from Evergreen’s Web Site. All credit card, debit card, and electronic check transactions are to be entered and processed at the Vendor’s web site with interaction with student accounts in Banner occurring in real time. A more complete description of the services sought for this project is provided in Section 3, Scope of Project. Proposals submitted in response to this solicitation must comply with the instructions and procedures contained herein.

1.1 CONTRACT TERM

The contract term is for a period beginning approximately March 1, 2006, and ending June 30, 2009. Renewals of the contract, by mutual agreement of both parties, may be made for additional two-year periods, or any interval that is advantageous to Evergreen, not to exceed a total of fifteen years, at the option of Evergreen.

1.2 SINGLE POINT OF CONTACT

From the date this Request for Proposal (RFP) is issued until a contract is awarded and signed, Vendors are not allowed to communicate with any Evergreen staff or officials regarding this procurement, except at the direction of Marshall Robinson, the IT Buyer in charge of the solicitation. Any unauthorized contact may disqualify the Vendor from further consideration. Contact information for the single point of contact is as follows:

Marshall Robinson C.P.M.Information Technology BuyerThe Evergreen State College

Room L14022700 Evergreen Pkwy NW

Olympia, WA 98505360-867-5068 Voice360-867-6660 Fax

[email protected]

1.3 REQUIRED REVIEW

1.3.1 Review RFP. Vendors should carefully review the instructions, mandatory requirements, specifications, standard terms and conditions, and contract set out in this RFP and promptly notify the IT Buyer identified above in writing or via e-mail of any ambiguity, inconsistency, unduly restrictive specifications, or error which they discover upon examination of this RFP. This should include any terms or requirements within the RFP that either preclude the Vendor from responding to the RFP or add unnecessary cost. This notification must be


mailto:[email protected]

accompanied by an explanation and suggested modification and be received by the deadline for receipt of written or e-mailed inquiries set forth below. Evergreen will make any final determination of changes to the RFP.

1.3.2 Form of Questions. Vendors with questions or requiring clarification or interpretation of any section within this RFP must address these questions in writing, preferably via e-mail, to the IT Buyer referenced above on or before 9:00a.m. Pacific Time, Monday, December 19, 2005. Each question must provide clear reference to the section, page, and item in question. Questions received after the deadline may not be considered.

1.3.3 Evergreen’s Answers. Evergreen will provide an official written answer by 4:30pm Pacific Time Thursday, December 22, 2005, to all questions received by 9:00a.m. Pacific Time, Monday, December 19, 2005. Evergreen’s response will be by formal written addendum. Any other form of interpretation, correction, or change to this RFP will not be binding upon Evergreen. Any formal written addendum will be posted on Evergreen’s website alongside the posting of the RFP at http://www.evergreen.edu/support/rfp/IT205/ Vendors must sign and return any addendum with their RFP response.

1.4 MANDATORY PRE-PROPOSAL TELEPHONE CONFERENCE CALL

A mandatory Pre-Proposal Telephone Conference Call will be conducted on Monday, December 12, 2005, at 1p.m. Pacific Time. Vendors may request a waiver of this mandatory requirement by contacting the IT Buyer 24 hours in advance. Vendors may use this opportunity to ask clarifying questions or obtain a better understanding of the project or to notify Evergreen of any ambiguity, inconsistency, or error, which they may discover upon examination of this RFP. All responses to questions at the Pre-Proposal Conference will be oral and in no way binding on Evergreen. To participate in the conference call (877) 816-2133 and enter the conference guest number 31154 as directed.

1.5 GENERAL REQUIREMENTS

1.5.1 Acceptance of Standard and Special Terms and Conditions/Contract. By submitting a response to this RFP, Vendor agrees to acceptance of the standard and special terms and conditions and contract as set out in this RFP and Appendices. Much of the language included in the standard and special terms and conditions and contract reflects requirements of Washington law. Requests for additions or exceptions to the standard or special terms and conditions, contract terms, including any necessary licenses, or any added provisions must be received by the IT Buyer referenced above by the date/time for receipt of written/e-mailed questions and must be accompanied by an explanation of why the exception is being sought and what specific effect it will have on the Vendor’s ability to respond to the RFP or perform the contract. Evergreen reserves the right to address non-material requests for exceptions with the highest scoring Vendor during contract negotiation. Any material exceptions requested and granted to the standard or special terms and conditions and contract language will be addressed in any formal written addendum issued for this RFP and will apply to all Vendors submitting a response to this RFP. Evergreen will make any final determination of changes to the standard and/or special terms and conditions and/or contract.

1.5.2 Resulting Contract. This RFP and any addenda, the Vendor’s RFP response, including any amendments, a best and final offer, and any clarification question responses shall be included in any resulting contract. Evergreen’s contract, attached as Appendix B, contains the contract terms and conditions which will form the basis of any contract between Evergreen


http://www.evergreen.edu/support/rfp/IT205/

and the awarded Vendor. In the event of a dispute as to the duties and responsibilities of the parties under this contract, the contract, along with any attachments prepared by Evergreen, will govern in the same order of precedence as listed in the contract.

1.5.3 Mandatory Requirements. To be eligible for consideration, a Vendor must meet all mandatory requirements. RFP responses that do not meet all mandatory requirements listed in this RFP will be deemed non-responsive.

1.5.4 Understanding of Specifications and Requirements. By submitting a response to this RFP, Vendor agrees to an understanding of and compliance with the specifications and requirements described in this RFP.

1.5.5 Prime Contractor/Subcontractors . The awarded Vendor will be the prime contractor if a contract is awarded and shall be responsible, in total, for all work of any subcontractors. All subcontractors, if any, must be listed in the proposal. Evergreen reserves the right to approve all subcontractors. The Contractor shall be responsible to Evergreen for the acts and omissions of all subcontractors or agents and of persons directly or indirectly employed by such subcontractors, and for the acts and omissions of persons employed directly by the Contractor. Further, nothing contained within this document or any contract documents created as a result of any contract awards derived from this RFP shall create any contractual relationships between any subcontractor and Evergreen.

1.5.6 Vendor’s Signature. The proposal must be signed in ink by an individual authorized to legally bind the business submitting the proposal. The Vendor’s signature on a proposal in response to this RFP guarantees that the offer has been established without collusion and without effort to preclude Evergreen from obtaining the best possible supply or service. Proof of authority of the person signing the RFP response must be furnished upon request.

1.5.7 Offer in Effect for 120 Days. A proposal may not be modified, withdrawn or canceled by the Vendor for a 120-day period following the deadline for proposal submission as defined in the Schedule of Events, or receipt of best and final offer, if required, and Vendor so agrees in submitting the proposal.

1.6 SUBMITTING A PROPOSAL

1.6.1 Organization of Proposal. Vendors must organize their proposal into sections that follow the format of this RFP, with tabs separating each section. A point-by-point response to all numbered sections, subsections, and appendices is required. If no explanation or clarification is required in the Vendor’s response to a specific subsection, the Vendor shall indicate so in the point-by-point response or utilize a blanket response for the entire section with the following statement:

“(Vendor’s Name)” understands and will comply.

1.6.2 Failure to Comply with Instructions. Vendors failing to comply with these instructions will be deemed non-responsive. Evergreen may also choose, at it’s sole option, to not evaluate, may deem non-responsive, and/or may disqualify from further consideration any proposals that are difficult to understand, are difficult to read, or are missing any requested information.

1.6.3 Multiple Proposals. Vendors may, at their option, submit multiple proposals, in which case each proposal shall be evaluated as a separate document.


1.6.4 Copies Required and Deadline for Receipt of Proposals. Vendors must submit one (1) original proposal and four (4) copies to Evergreen. Proposals MUST BE SEALED AND LABELED on the outside of the package to clearly indicate that they are in response to RFP IT205. Proposals must be received at Evergreen’s Purchasing Office prior to 4:30 p.m., Pacific Time, Tuesday, January 17, 2006.

Send Proposals to:

The Evergreen State CollegeAttn: Purchasing Office RFP IT2052700 Evergreen Pkwy NWOlympia, WA 98505

1.6.5 Late Proposals. Regardless of cause, late proposals will not be accepted and will automatically be disqualified from further consideration. It shall be the Vendor’s sole risk to assure delivery at the Purchasing Office by the designated time. Late proposals will not be opened and may be returned to the Vendor at the expense of the Vendor or destroyed if requested.

1.7 COST OF PREPARING A PROPOSAL

1.7.1 Evergreen Not Responsible for Preparation Costs. The costs for developing and delivering responses to this RFP and any subsequent presentations of the proposal as requested by Evergreen are entirely the responsibility of the Vendor. Evergreen is not liable for any expense incurred by the Vendor in the preparation and presentation of their proposal or any other costs incurred by the Vendor prior to execution of a contract.

1.7.2 All Timely Submitted Materials Become Evergreen Property. All materials submitted in response to this RFP become the property of Evergreen and are to be appended to any formal documentation, which would further define or expand any contractual relationship between Evergreen and Vendor resulting from this RFP process.

SECTION 2: RFP STANDARD INFORMATION

2.0 AUTHORITY

This RFP is issued under the authority of Chapter 43.105 RCW. The RFP process is a procurement option allowing the award to be based on stated evaluation criteria. The RFP states the relative importance of all evaluation criteria. No other evaluation criteria, other than as outlined in the RFP, will be used.

2.1 VENDOR COMPETITION

Evergreen encourages free and open competition among Vendors. Whenever possible, Evergreen will design specifications, proposal requests, and conditions to accomplish this objective, consistent with the necessity to satisfy Evergreen’s need to procure technically sound, cost-effective services and supplies.


2.2 RECEIPT OF PROPOSALS AND PUBLIC INSPECTION

2.2.1 Public Information. All information received in response to this RFP, including copyrighted material, is deemed public information and will be made available for public viewing and copying upon completion of the RFP process. Any documents or information which the vendor believes is exempt from public disclosure pursuant to Chapter 42.17.310 RCW shall be clearly identified by vendor and placed in a separate envelope marked with proposal number, vendor's name, and the words "proprietary data" along with a statement of the basis for such claim of exemption. Evergreen's sole responsibility shall be limited to maintaining the above data in a secure area and to notify vendor of any request(s) for disclosure within a period of five (5) years from date of award. Failure to so label such materials or failure to provide a timely response after notice of request for public disclosure has been given shall be deemed a waiver by the vendor of any claim that such materials are, in fact, so exempt. An assertion by a vendor that an entire volume of its proposal is exempt from disclosure will not be honored.

2.2.2 Procurement Officer Review of Proposals. Upon opening the proposals received in response to this RFP, the procurement officer in charge of the solicitation will review the proposals and separate out any information that meets the referenced exceptions in Section 2.2.1 above, providing the following conditions have been met:

Confidential information is clearly marked and separated from the rest of the proposal. The proposal does not contain confidential material in the cost or price section.

Information separated out under this process will be available for review only by the procurement officer, the evaluation committee members, and limited other designees. Vendors must be prepared to pay all legal costs and fees associated with defending a claim for confidentiality in the event of a “right to know” (open records) request from another party.

2.3 CLASSIFICATION AND EVALUATION OF PROPOSALS

2.3.1 Initial Classification of Proposals as Responsive or Nonresponsive. All proposals will initially be classified as either “responsive” or “nonresponsive”. Proposals may be found nonresponsive any time during the evaluation process or contract negotiation if any of the required information is not provided; the submitted price is found to be excessive or inadequate as measured by criteria stated in the RFP; or the proposal is not within the plans and specifications described and required in the RFP. If a proposal is found to be nonresponsive, it will not be considered further.

2.3.2 Determination of Responsibility. The procurement officer will determine whether a Vendor has met the standards of responsibility. Such a determination may be made at any time during the evaluation process and through contract negotiation if information surfaces that would result in a determination of nonresponsibility. If a Vendor is found nonresponsible, the determination must be in writing, made a part of the procurement file and mailed to the affected Vendor.

2.3.3 Evaluation of Proposals. The evaluation committee will evaluate the remaining proposals and recommend whether to award the contract to the highest scoring Vendor or, if necessary, to seek discussion/negotiation or a best and final offer in order to determine the highest scoring Vendor. All responsive proposals will be evaluated based on stated evaluation criteria. In scoring against stated criteria, Evergreen may consider such factors as accepted industry standards and a comparative evaluation of all other qualified RFP responses in terms


of differing price, quality, and contractual factors. These scores will be used to determine the most advantageous offering to Evergreen.

2.3.4 Completeness of Proposals. Selection and award will be based on the Vendor’s proposal and other items outlined in this RFP. Submitted responses may not include references to information located elsewhere, such as Internet websites or libraries, unless specifically requested. Information or materials presented by Vendors outside the formal response or subsequent discussion/negotiation or “best and final offer,” if requested, will not be considered, will have no bearing on any award, and may result in the Vendor being disqualified from further consideration.

2.3.5 Opportunity for Discussion/Negotiation and/or Oral Presentation/Product Demonstration. After receipt of all proposals and prior to the determination of the award, Evergreen may initiate discussions with one or more Vendors should clarification or negotiation be deemed necessary. Vendors may also be required to make an oral presentation and/or product demonstration to clarify their RFP response or to further define their offer. In either case, Vendors should be prepared to send qualified personnel to Evergreen to discuss technical and contractual aspects of the proposal. Oral presentations and product demonstrations, if requested, shall be at the Vendor’s expense.

2.3.6 Best and Final Offer. If additional information is required to make a final decision, Vendors may be contacted asking that they submit their “best and final offer,” which must include any and all discussed and/or negotiated changes. Evergreen reserves the right to request a “best and final offer” for this RFP, if any, based on price/cost alone.

2.3.7 Evaluation Committee Recommendation for Contract Award. The evaluation committee will provide a recommendation for contract award to the IT Buyer.

2.3.8 Notice of Intent to Award. Upon concurrence with the evaluation committee’s recommendation for contract award, the IT Buyer will issue a “Notice of Intent to Award” to all vendors who responded naming the highest scoring Vendor and Evergreen’s intent to start contract negotiations. Receipt of the “Notice of Intent to Award” does not constitute a contract and no work may begin until a contract signed by all parties is in place.

2.3.9 Contract Negotiation. Upon issuance of the “Notice of Intent to Award,” IT Buyer and/or Evergreen representatives may begin contract negotiation with the responsive and responsible Vendor whose proposal achieves the highest score and is, therefore, the most advantageous to Evergreen. If contract negotiation is unsuccessful or the highest scoring Vendor fails to provide necessary documents or information in a timely manner, or fails to negotiate in good faith, Evergreen may terminate negotiations and begin negotiations with the next highest scoring Vendor.

2.3.10 Contract Award. Contract award, if any, will be made to the highest scoring Vendor who provides all required documents and successfully completes contract negotiation. A formal contract utilizing the Contract attached as Appendix B and incorporating the Standard and Special Terms and Conditions attached as Appendix A will be executed by all parties.

2.4 EVERGREEN’S RIGHTS RESERVED

While Evergreen has every intention to award a contract as a result of this RFP, issuance of the RFP in no way constitutes a commitment by Evergreen to award and execute a contract. Upon a determination such actions would be in its best interest, Evergreen, in its sole discretion, reserves the right to:


Amend, reissue, cancel or terminate this RFP; Reject any or all proposals received in response to this RFP; Waive any undesirable, inconsequential, or inconsistent provisions of this RFP which would

not have significant impact on any proposal; Not award if it is in the best interest of Evergreen not to proceed with contract execution; or If awarded, terminate any contract if Evergreen determines adequate funds are not

available.

2.5 Vendor Debriefing Vendors of unsuccessful proposals may, within three (3) business days of the announcement of the Successful Vendor, request a meeting for debriefing and discussion of their proposals. The request must be submitted via email to the IT Buyer and received within three (3) business days of the announcement.

Comparisons between proposals or evaluations of other vendor’s proposals will not be allowed. Evergreen will attempt to respond to questions and concerns in this debriefing.

2.6 Vendor Protests

Resolution of Complaints and Protests

ComplaintsA complaint may be made before a vendor responds to a solicitation document if the vendor believes that the document unduly constrains competition or contains inadequate or improper criteria. The written complaint must be made to Evergreen before the due date of the solicitation response. Evergreen solicitation process may, however, continue.

Evergreen must immediately forward a copy of the complaint to the policy and planning unit of the Department of Information Services (DIS). Evergreen must also reply to the vendor with a proposed solution and advise DIS of its reply. If the vendor rejects Evergreen’s proposed solution, DIS may direct modification of solicitation requirements or the schedule, direct withdrawal of the solicitation, or may take other steps that it finds appropriate. The DIS decision is final; no further administrative appeal is available.

Protests

Grounds For ProtestProtests may be made after Evergreen announces the apparently successful vendor and after the protesting vendor has had a debriefing conference with Evergreen. Protests may be made on only these grounds:

Arithmetic errors were made in computing the score. Evergreen failed to follow procedures established in the solicitation document,

the IT Investment Policy, the IT Investment Standards, or applicable state or federal laws or regulations.

There was bias, discrimination, or conflict of interest on the part of an evaluator.

Protest ProcessA Protest is initially made to Evergreen. The protest letter must be signed by a person authorized to bind the vendor to a contractual relationship. Evergreen must receive the written protest within five business days after the debriefing conference and must, in turn, immediately


notify DIS of receipt of the protest. It must also postpone further steps in the acquisition process until the protest has been resolved.

Protests must be delivered in writing within five (5) business days after the debriefing conference to:

The Evergreen State CollegeAttn: Kathleen HaskettPurchasing Manager L11252700 Evergreen Parkway NWOlympia, WA 98505

Individuals not involved in the protested acquisition will objectively review the written protest material submitted by the vendor and all other relevant facts known to Evergreen. Evergreen must deliver its written decision to the protesting vendor within five business days after receiving the protest, unless more time is needed. The protesting vendor will be notified if additional time is necessary.

If the protesting vendor is not satisfied with Evergreen’s decision, it may appeal. Appeal is made to DIS unless the acquisition requires Information Services Board (ISB) approval. The ISB appeal process is discussed below, after discussion of the DIS appeal process.

Written notice of appeal to DIS must be received by DIS within five business days after the vendor receives notification of Evergreen's decision.

In conducting its review, DIS will consider all available relevant facts. DIS will resolve the appeal in one of the following ways:

Find that the protest lacks merit and upholding Evergreen's action. Find only technical or harmless errors in Evergreen's acquisition process,

determining Evergreen to be in substantial compliance, and rejecting the protest; or

Find merit in the protest and provide options to Evergreen, including: Correcting errors and reevaluating all proposals; Reissuing the solicitation document; or Making other findings and determining other courses of action as appropriate.

DIS will issue a written decision within five business days after receipt of the notice of appeal, unless more time is needed. The protesting vendor will be notified if additional time is necessary. DIS’ determination is final; no further administrative appeal is available.

If a protest arises from an acquisition that requires ISB approval, the vendor may appeal to the Chair of the ISB if it is not satisfied with Evergreen’s decision. Written notice of appeal must be received by the Chair of the ISB within five business days after the vendor received notification of Evergreen’s decision. The protesting vendor does not first appeal to DIS. The Chair of the ISB will establish procedures to resolve the appeal. The resulting decision is final; no further administrative appeal is available.

Form and ContentA written protest must contain the facts and arguments upon which the protest is based and must be signed by a person authorized to bind the vendor to a contractual relationship. At a minimum, this must include:


The name of the protesting vendor, its mailing address and phone number, and the name of the individual responsible for submission of the protest.

Information about the acquisition and the acquisition method and name of the issuing agency.

Specific and complete statement of the agency action(s) protested. Specific reference to the grounds for the protest. Description of the relief or corrective action requested. A copy of the issuing agency's written decision on the protest, for appeals to the

ISB or to DIS.


SECTION 3: SCOPE OF PROJECT

3.0 PURPOSE AND OVERVIEW

The Evergreen State College is seeking a Vendor to provide a turn key comprehensive and fully integrated multi-user electronic payment system solution, hosted by the Vendor, which will allow real time authorization of secure credit card and debit card payments and processing of electronic check (E-check) payments that are fully integrated with the SunGard SCT Banner (currently Version 7.X) Web for student applications in real time.

The proposed system shall consist of the necessary web sites, interfaces and credit card clearinghouse communications, using Evergreen Merchant numbers, for the purpose of:

Providing secure web information and transaction access for students and their designee to make payment on account balances resulting from tuition, fees, housing, and other charges, as well as make pre-payment of certain charges, with all credit card, debit card and E-check transactions entered and processed on the Vendor’s web site and data passing electronically in real time to the student’s account in US Dollars; and

The future option of providing web-payment functionality for other business unit web applications including but not limited to conference services, bookstore, etc.

The system must have proven production interfaces with the SunGard SCT Banner Administration Information System (“Banner AIS”) currently hosted on a common College-supported network running on Hewlett Packard Open VMS V7.3

System functionality must include the ability to accept any payment, including pre-payment, on student accounts receivable balances, via credit card, debit card, or E-check with real time authorization of the credit card, debit card and E-check processing and real time update to the Evergreen Banner AIS.

Web payment is new functionality for Evergreen’s tuition, fees and housing collections, although many credit card payments are currently processed manually, via mail, telephone, or fax. Certain other areas of Evergreen use third-party processors to provide web payment functionality. While it is the intention that all Evergreen web credit card payments eventually use the solution sought in this Request for Proposal, Evergreen in no way guarantees that the volume of credit card transactions currently processed via credit card (web or otherwise) will translate to an equal volume of web credit card transactions using the proposed solution.

It is estimated that the web-payment solution for basic tuition, fees and housing will be implemented across the Evergreen campuses, at the earliest, in April, 2006.

3.0.1 Project Goals Vendor should provide statements indicating that the Vendor understands the project goals.

3.0.1.1 Provide secure credit card, debit card, and E-check payment services for student tuition and fees over the web.

3.0.1.2 Provide a convenient method of payment for students and parents.3.0.1.3 Provide a credit card, debit card, and E-check payment system on the web

for student tuition and fees that will look and feel like the existing Evergreen web presence.


3.0.1.4 The new system shall be fully integrated with SunGard SCT Banner functionality, i.e. self-service.

3.0.1.5 Provide a seamless interface with SunGard SCT Banner Suite using non-proprietary technology to transmit data in batch and real time modes.

3.0.1.6 Receive added value from the successful Vendor in exchange for marketing and showcasing the selected product.

3.0.2 Project Objectives Vendor should provide statements indicating understanding of the project objectives.

3.0.2.1 Acceptance of, at a minimum, Visa and MasterCard credit card, debit card, and E-check payments over the web.

3.0.2.2 Vendor provides a permanent, functional interface with SunGard SCT Banner for payment transactions.

3.0.2.3 Provide other business units on campus the ability to accept credit card, debit card, and E-check payments with unique customizable user interfaces.

3.0.2.4 Develop a plan to manage future interface upgrades needed for SunGard SCT Banner software/hardware upgrades.

3.0.2.5 Vendor assumes all risks associated with credit card, debit card, and E-check processing.

3.0.2.6 All credit and debit card payments are entered and processed at the Vendor’s web site using Evergreen Merchant Numbers and a Bank of America and Vital approved credit card processor (e.g. CyberSource, Verisign, Vital Check, etc.) and gateway (e.g. Vital). All E-check payments are entered and processed at the Vendor’s web site using Evergreen’s ID and ACH payment gateway to be determined later.

3.1 BACKGROUND

As part of the Washington Higher Education System, Evergreen consists of instructional campuses located in Olympia and Tacoma, Washington. It operates its administrative systems using a single instance of SunGard SCT Banner product (currently version 7.X) and utilizes the General, Finance, Accounts Receivable, Admissions, Alumni, Student and Financial Aid modules.

During Fiscal Year 2004 (July 2003 to June 2004), Evergreen campuses had a total of 4,300 students enrolled and over $18 million was processed in payments for tuition and fees on students’ accounts. Credit card payments accounted for approximately $11 million (over 12,000 transactions) using credit card processing terminals. It is envisaged that providing the ability to make payments electronically via the web will offer students better service and create efficiencies across the institution. Evergreen in no way guarantees that this transaction level will translate to an equal Web-based transaction level.

VENDOR MUST CONFIRM ITS UNDERSTANDING OF AND PROVIDE A DETAILED DESCRIPTION OF HOW THE REQUIREMENTS CONTAINED

IN SECTIONS 3.2 THROUGH 3.8 BELOW WILL BE MET.

3.2 TECHNICAL SYSTEM REQUIREMENTS 3.2.1 Vendor Hosted Server Based Solution . Vendor must provide a Vendor hosted

(Application Service Provided “ASP”) server-based solution providing web-based access to clients. The new system must support browser based access via the internet and must be


capable of operating through the Evergreen TCP/IP network backbone. Vendor must provide a detailed description and printed specifications for its solution. The description must include any third party product dependencies, open software licenses and restrictions. Evergreen’s existing hardware, connectivity and software is the platform and environment that is available to operate the Vendor’s solution. Any deviation required by Vendor’s solution must be specifically identified and the costs specified in Section 5 – Cost Proposal.

3.2.2 Integration with the SunGard SCT Banner Product . Vendor must provide integration with the SunGard SCT Banner Product for all areas requiring set up or infrastructure data. The Evergreen Banner AIS executes on a Hewlett Packard Open VMS (currently V7.3) operating system and uses Oracle relational database management system (currently v9.2). Web applications use Oracle Application Server 10gAS V9.04. The Vendor's solution must be able to run on any hardware, operating system and database platforms certified for use by SunGard SCT for use with the SCT Banner system.

3.2.3 Proven Product. Vendor's product must be a proven product in higher education institutions using the SunGard SCT Banner product. Interface processing provided by the Vendor must conform to the SunGard SCT programming conventions and utilize the SunGard SCT approved application program interfaces (API’s) to interface vendor’s solution with current production version of Banner. The Contractor must maintain these interfaces so as to conform to new releases of Banner and Banner’s API’s as they evolve over time.

3.2.4 Testing of Software Releases. Contractor must test software releases against new releases of the Banner product at no additional charge on a regular basis and within a reasonable time period (generally 45 days) of a Banner version release or upgrade from SunGard SCT.

3.2.5 Redundant Hot Sites for Hosting of the Payment Processing Services. Contractor will provide redundant hot sites for hosting of the payment processing services and assure seamless failover should processing services be interrupted or unavailable at the primary site. Failover is to occur with no loss of service to the institution.

3.2.6 Hours of Service. Contractor must provide services to customers 24 hours per day, 7 days per week with the exception for pre-announced periods for necessary system maintenance. Such pre-announced maintenance periods shall not occur during the prime processing periods of Monday through Friday, during the hours of 6 a.m. to 10 p.m., Pacific Time. Contractor acknowledges that during certain periods of the calendar year students will be paying for classes, and that it is of great importance to Evergreen that the services be available to users at all times during Evergreen payment periods. Contractor agrees that the services shall be a 24-hour, 7-day-a-week service and shall be up and operating and available to users 99.95% or better of the time over a period of 30 consecutive days inclusive of planned pre-announced downtime for necessary system maintenance. Failure to provide such service may be deemed a material breach in the contract.

3.2.7 Process Multiple Simultaneous Users. Vendor's system must be able to process multiple simultaneous users at all times, and provide uninterrupted service of significant volume during peak times—including weekends--during payment periods occurring at the beginning of each Quarter.

3.2.8 Elapsed Response Time. Response times greater than 5 seconds are treated as failure and count against the expectation for 99.95% availability described in section 3.2.7.


3.2.9 Security. Vendor certifies that it will offer, at a minimum, the following security and authorization for access to the application:

a. Secure Server. All online financial transactions using the vendor’s payment-processing infrastructure are conducted through a secure server using 128-bit encrypted Secure Socket Layer (SSL) connection. This technology ensures secure data transmission and uses a standard public-and-private key encryption system that encrypts the customer’s submission of private financial data before it leaves their web browser. The data remains encrypted throughout transmission until it is safely received within the confines of the SSL at the vendor's hosted site where it is decrypted and processed. This SSL connection will exist between Customer and Contractor as well as Contractor and Evergreen. The system must provide secure method(s) for transmitting credit card, debit card, E-check and/or bank account information.

b. Secure Administrative Interface. Vendor shall provide a secure administrative interface conducted through a secure server using 128-bit encrypted Secure Socket Layer (SSL) connection or equivalent (e.g. VPN, PGP). The interface will allow authenticated access and log the activity of individual Evergreen personnel to access any or all portions of the log and transaction data for auditing and accounting purposes.

3.2.10 Transaction Data Integration. Contractor must ensure that the transaction data that is integrated into the Banner product must support automated interchange of information among other campus systems at user-specified intervals to support financial transactions (e.g. Residential Management Systems, etc.).

3.2.11 Maintenance and Support Plan/Infrastructure. Vendor's system must supply maintenance and support for all interfaces required for solution’s interface with SunGard SCT Banner.

3.2.12 Implementation Plan. Vendor must have an implementation plan for delivery of the system. Vendor must provide detailed information on how the implementation of the system will be delivered including, but not limited to:

1. A project plan, 2. An implementation schedule, which incorporates the entire scope of

Evergreen’s desired services, 3. A summary of proposed tasks, activities due dates and deliverables,4. Testing support,5. Evergreen staff and resources required.

3.2.13 Installation and Configuration Challenges. Vendor must describe the most challenging aspects of the installation and configuration of the interfaces for Evergreen.

3.2.14 Ongoing Evergreen Technical Resources. Vendor must describe the on-going Evergreen technical resources (DBA, Administrators, security maintenance, etc.) with typical job descriptions, required to support the product.

3.2.15 Integrated Web Interface. Vendor's system must have an integrated web interface, and must be accessible from locations within or outside the campus network.

3.2.16 Additional Software Auto-Load. Vendor must ensure that additional software needed (plug-ins, etc.) will be auto-loaded to the client stations.


3.2.17 Browser Requirements. Vendor must provide a list of Browser requirements needed to access the Vendor’s system.

3.3 REGULATORY COMPLIANCE REQUIREMENTS

3.3.1 Compliance with State and Federal Law. Vendor's system must meet the requirements and protect the confidentiality of personal and financial information as required by the Family Educational Rights and Privacy Act (FERPA) and the Gramm-Leach-Bliley Act (GLB) and other applicable Federal and State legislation and guidance. The system must have the ability to provide Privacy Statements indicating “rules” in compliance with VISA and MasterCard regulations such as refund policy, method/timing of charges, etc and Washington State Executive Order 00-03.

3.3.2 Security Breach Procedures. In the event of an accidental or unintentional security breach and/or data exposure Contractor will inform Evergreen within twenty-four (24) hours and allow Evergreen to communicate as appropriate.

3.3.3 Compliance with Information Security Programs. Vendor’s system must comply with various information security programs such as, the Payment Card Industry Data Security Standard and the NACHA requirements and guidelines for risk management. Vendor must provide details of how its system complies with these requirements.

3.3.4 Audit/Accounting Control. Vendor’s system must have strong internal accounting control processes and must meet the applicable requirements for American Institute of Certified Public Accountants (AICPA), Public Company Accounting Oversight Board (PCAOB), Securities and Exchange Commission (SEC), Sarbanes-Oxley, etc. and have annual external audits and compliance reviews that would allow Evergreen to rely on the integrity of these internal control systems. Since the Contractor would be a “service organization” as defined in the AICPA’s Statement on Auditing Standards for Attestation Engagements Number 70 (SAS 70) “Reports on the Processing of Transactions by Service Organizations”, the Contractor must provide, upon request, to Evergreen or Evergreen’s external auditors, such audit reports prepared by the Contractor’s independent external auditors to meet the requirements of SAS 70, and as subsequently amended by other SASs. Such audit reports must be provided at no additional cost to Evergreen.

3.4 ADMINISTRATIVE TOOL REQUIREMENTS

3.4.1 Reconciliation Reports. Contractor must provide reconciliation reports for both ACH transactions and credit/debit card transactions including, but not limited to:

1. Pending items2. Batch summary payment types and proof that payments have been successfully

deposited to bank account3. Detailed reports to support summary report (detailed reports of application to

student accounts must agree to or be reconciled with reports of amounts deposited in bank accounts)

4. Separate listing of returned items5. Automated process to update Banner AR for returned items6. Convenient ad hoc reporting as part of systems configuration7. Capability to run reports using various parameters


In addition to confirming its understanding and providing a detailed description of how this requirement will be met, Vendor must supply examples of reports used for reconciliation and reporting purposes and describe in detail the reporting software components and any limitations (including necessity of purchasing third party software).

3.4.2 Reports Available Online. Contractor must ensure that the Reports described in section 3.4.1 will be available online for up to one year after the end of the month that the transaction occurs.

3.4.3 Report Reconciliation. If summary reports do not agree with detail reports, or if the detailed reports of application to student accounts do not agree to reports of amounts deposited to the bank, the Contractor will provide assistance in reconciling via toll free telephone Monday – Friday, 9:00a.m. – 5:00p.m. Pacific Time.

3.4.4 Report Customization. Vendor's system should provide customization of existing reports or the ability to create new reports by system users or Evergreen IT staff.

Vendor must confirm that customization is possible or, if it is not possible, describe add-on services provided by it or others that are required to produce such reports as desired.

3.4.5 Ability to Void Transactions. Vendor must describe the capability for staff to void transactions prior to settlement and whether the void can carry through to reverse payment on Banner AR.

3.4.6 User ID's and Passwords. Vendor's system must incorporate unique user ID’s and passwords for secured access providing flexible and customizable role based security down to field level including graduated levels of access (e.g. read-only, read/write, etc.). Vendor's system must also provide the ability to restrict user access for menu items, screens and fields by group, user or function.

3.4.7 Audit Trail of Transactions. Vendor's system must maintain an audit trail of transactions (e.g., amount paid, charges selected for payment, payment information) by date-time stamp, patron ID, and interactive user ID.

In addition to confirming its understanding and providing a detailed description of how this requirement will be met, Vendor must describe in detail which modules/functionality provides auditing support.

3.4.8 Secure Methods/Logins. Vendor's system must provide secure methods and logins for web payments.

3.5 FUNCTIONALITY REQUIREMENTS

3.5.1 Full Integration with the SunGard SCT Banner Web for Student Application. Vendor must provide a comprehensive and fully integrated multi-user electronic payment system which will allow real time authorization of secure credit card and debit card payments that are fully integrated with the SunGard SCT Banner (currently Version 7.X) Web for Student applications. Vendor must provide a comprehensive and fully integrated multi-user electronic payment system which will allow E-check payments that are fully integrated with the SunGard SCT Banner (currently Version 7.X) Web for Student applications.

3.5.2 Examples of Customer Interaction. Vendor must supply examples of customer


interaction with the proposed solution in hard copy format.

3.5.3 System Functionality and Checks and Balances. Vendor must describe the system functionality for payment of student accounts receivable balances and describe the checks and balances in place to ensure accurate transmission of payments and application to individual student accounts including, but not limited to how tuition and fee payments are applied to the student's account after payment is made. Vendor must describe how refunds, including partial or late (e.g. 6 month old) refunds, are handled. Vendor must describe procedures and the process for E-checks including returned items.

3.5.4 Online Payment Capability . Vendor must describe how the online payment capability supports installment payments and/or division of payment and whether installment capability integrates with the Banner deferred installment capability.

3.5.5 System Controls. Vendor must discuss the availability of system controls to prevent erroneous payments (greater than a specified dollar amount, less than a specified dollar amount, amount different than the amount due, etc.).

3.5.6 Real-Time Authorization. Vendor must describe the system functionality for enabling secure, reliable, real-time authorization of major credit cards including but not limited to Visa and MasterCard, including bank cards, private label cards, check cards, and non-PIN debit cards with real time authorization.

3.5.7 Additional ID Checking. In addition to the cardholder name, credit card number and expiry date, the Vendor's system will provide additional identification checking i.e. 3 or 4 numeric digit security number from the back of credit cards (e.g. CVV2 (Visa), CVC2 (MasterCard)), and/or billing address verification service, to achieve lowest possible transaction charges and minimize credit card fraud. Vendor must describe how “no match or partial match” address verifications are handled.

3.5.8 Method of Update and Interface with Evergreen Banner AIS. Vendor must describe the proposed method of update and interface with the Evergreen Banner AIS.

3.5.9 Payment Capabilities. It is desirable that the Vendor's system provide payment capabilities for multiple departments within the college whereby departments are restricted to their own data and have reporting capabilities for only their department. Each department should have the capability for processing their own returns and credits including refunding to the original credit card/bank account.

Describe the system functionality that provides the ability to utilize the system and clearinghouse communications to facilitate online payments for departments and/or business units of Evergreen other than the student accounts area (for example, application fee, sales on-line to register for conferences, purchase publications, etc).

3.5.10 Credit/Debit Card Acceptance. Vendor must provide a list of credit/debit cards accepted.

3.5.11 Manage Multiple Merchant ID's. Vendor must describe how the proposed system provides the ability to manage multiple merchant ID’s.

3.5.12 Direct Interface with State-Approved Vendor. Vendor's system must interface directly with current Evergreen vendor for processing (currently Bank of America and Vital for credit card payments).


In addition to confirming your understanding and describing your method of compliance with this requirement, Vendor must also list all the clearinghouses for which the software is certified in the event that the State of Washington or Evergreen changes vendors.

3.5.13 Rejected or Declined Payments. Vendor must describe what information the customer will receive if their credit/debit card or ACH debit were declined, how the customer will be informed, how the customer receives this information and what information Evergreen will receive for such declined transactions.

3.5.14 Third Party Authorization Process. Vendor must describe how third parties (e.g. parents, sponsors) may be authorized by the student to make payments to accounts; whether its system allows one party to apply payments to multiple accounts and multiple parties to apply payments to a single account; and describe the security of the third party payer function, including confirming that the third party payer may only view data to which access has been granted.

3.5.15 Customer Profiles. Vendor must describe its system’s ability to allow customers to create and edit their account profile, and choose whether to save a credit/debit card or bank account number in the System and describe what is included in an account profile and what is editable by the customer. Such credit/debit card or bank account number must not be stored on Evergreen’s servers.

3.5.16 Convenience Fee Charge. It is desirable that the Vendor's system have the ability to charge a convenience fee to the customer with real-time or batch update to the Evergreen Banner AIS with a separate line item notification for such fees.

3.5.17 Customizable Web Interface. Vendor's system must provide customizable web interface to allow for “branding” initiatives within the respective campuses or departments.

3.6 TRAINING REQUIREMENTS

3.6.1 Training for IT Staff/End Users. Contractor must perform training for IT support staff as well as functional end users at the Evergreen campuses, including training for upgrades, to be included within the proposed setup and/or installation cost. Vendor must also list any fees/costs for training after the initial setup and training has been done (e.g. train new employees).

In addition to confirming its understanding, Vendor must describe how it will achieve this including, but not limited to: (1) method of training; (2) a training schedule and typical timeline for Evergreen IT support staff and functional users, and (3) a summary of proposed tasks, activities due dates and deliverables.

3.6.2 Provide Manuals. Contractor must provide current on-line or hard copy manuals that contain straightforward (plain-language) and graphical step-by-step instructions on use of the system.

In addition to confirming its understanding, Vendor must specify whether these manuals are electronic or hard copy format, and provide a sample with its RFP response.


3.7 MAINTENANCE AND SUPPORT REQUIREMENTS

3.7.1 Maintenance and Support System. Vendor must provide a robust and resilient system for the electronic payment solution that will be exempt from single points of failure, and that will provide essential redundant system and redundant network access such as hot-mirrored sites or hot fail-over sites to prevent service outages due to maintenance, loss of utilities including power and network as a result of a man-made or natural disaster. Evergreen expects services to be 100% available during critical times identified by Evergreen. Vendor shall provide a toll free telephone help desk to be staffed during critical hours from 8 a.m. to 8 p.m. Pacific Time Monday through Friday for use by our clients to report any problems in processing Web payments. Evergreen expects a 7X24 toll free telephone support to provide technical assistance for problem identification and resolution.

3.7.2 Maintenance/Support Information. Vendor must provide data regarding the following:

1. Average response time to help desk calls.2. Number of clients supported.3. Number of customers using services.4. Length of time that the system has been distributed in a production

environment. 5. Implementation procedures for each interface upgrade/update release.6. How often (monthly average) does the system use redundancy to maintain

services?7. What is the average down time?

3.8 SCALABILITY AND EXTENDIBILITY REQUIREMENTS

3.8.1 Scalability and Extendibility. Vendor must provide detailed information regarding products, modules and services that will extend the usability and value of its e-payment solution, including but not limited to:

1. E-billing,2. Payment plan management,3. Electronic disbursements 4. Cashiering5. Shopping cart functionality

3.9 Eligibility of Other Institutions to Purchase Discuss your willingness to include other Washington Institutions of Public Higher Education (WIPHE) in this process. Provide information regarding any incentive discounts or additional services that would be offered should a second institution commit to using a contract that results from this RFP within the first year of the contract. Also explain any escalating benefits that may accrue to the WIPHE members as the number of institutions using the resulting contract increases.

Indicate the number of months or years by which a WIPHE institution may exercise an option to obtain these services in accordance with your proposal and any resulting contract. The terms of this opportunity will be made part of any resulting agreement.

3.10 ADDITIONAL INFORMATION

Vendor is invited to provide additional information that may assist Evergreen in its selection process.


SECTION 4: VENDOR QUALIFICATIONS

4.0 EVERGREEN’S RIGHT TO INVESTIGATE AND REJECT

Evergreen may make such investigations as deemed necessary to determine the ability of the Vendor to provide the supplies and/or perform the services specified. Evergreen reserves the right to reject any proposal if the evidence submitted by, or investigation of, the Vendor fails to satisfy Evergreen that the Vendor is properly qualified to carry out the obligations of the contract. This includes Evergreen’s ability to reject the proposal based on negative references.

4.1 VENDOR INFORMATIONAL REQUIREMENTS

In determining the capabilities of a Vendor to perform the services specified herein, the following informational requirements must be met by the Vendor. The response “(Vendor’s Name) understands and will comply” may not be appropriate for this section. (Note: Each item must be thoroughly addressed. Vendors taking exception to any requirements listed in this section may be found non-responsive or be subject to point deductions.)

4.1.1 References. Vendor shall provide a minimum of five references that are using services of the type proposed in this RFP at least one (1) of which must have been installed in the past two (2) years. The references should include colleges and/or universities of a similar profile to Evergreen where the Vendor has successfully completed an implementation of a comprehensive multi-user electronic payment system which will allow real time authorization of secure credit card and E-check payments to be made via the internet, and which is fully integrated with the SCT Banner administrative information system. At a minimum, the Vendor shall provide the company name, the location where the services were provided, contact person(s), customer’s telephone number, a complete description of the service type, dates the services were provided. These references may be contacted to verify Vendor’s ability to perform the contract. Evergreen reserves the right to use any information or additional references deemed necessary to establish the ability of the Vendor to perform the conditions of the contract. Negative references or references that are not available may be grounds for proposal disqualification.

4.1.2 Resumes/Company Profile and Experience.

a. Years of Experience. Vendor shall specify how long the individual/company submitting the proposal has been in the business of providing services similar to those requested in this RFP and under what company name(s).

b. Staff Qualifications. A resume or summary of qualifications, work experience, education, skills, etc., which emphasizes previous experience in this area should be provided for all key personnel who will be involved with any aspects of the contract.

4.1.3 Vendor Financial Stability. Vendors shall demonstrate their financial stability to supply and support the services specified by: (1) providing financial statements, preferably audited, for the three consecutive years immediately preceding the issuance of this RFP, (2) providing copies of any quarterly financial statements that have been prepared since the end of the period reported by its most recent annual report; and providing the most recent service organization audit report, prepared in compliance with Statement on Auditing Standard Number 70.


SECTION 5: COST PROPOSAL

5.0 COST/FEE PROPOSAL (500 points)

Vendors must submit a fixed price cost proposal based on the cost categories identified below. Cost proposals must be all-inclusive, including any travel or related expenses. Evergreen will not consider per-transaction fees or fees based on the dollar level of transactions processed, but rather fixed periodic fees only.

SERVICES* First Year Second Year Third YearLicense or subscription fee

$ $ $Annual Maintenance and Support Costs

$ $ $Installation/Implementation/ConsultationNote: total project cost

No Charge No Charge

Training and Training Materials (includes for new upgrades/updates to system or interfaces)

No Charge No Charge

Ongoing training costs as needed (e.g. new employees, etc) and unit (e.g. per day, hour, etc)

Costs Sub-Total $ $ $

Other Costs – such as those identified in Section 3.2.1 $ $ $

TOTAL COST $ $ $

GRAND TOTAL COST $

OPTIONS

Annual license or subscription cost per additional business unit, merchant number, etc added

$ $ $

Installation/implementation/Consultation for any additional business units, merchant numbers, etc. added

$ No charge No charge

Training and Training Materials for additional business units, merchant numbers, etc. added

$ No Charge No Charge

5.1 COST PROPOSAL DETAIL

Vendor must provide explanation and documentation for each identified cost category to support the summarized costs listed above and provide details of cost estimates regarding products, modules and services that will extend the usability and value of the chosen E-payment solution as described in Section 3.8, as well as any other costs or fees Evergreen may incur that are not listed above, including projected license or subscription fees, maintenance and support fees for potential contract terms years 4-15. Costs or fees not disclosed above will not be accepted. Vendor is also asked to provide costs for adding additional business units in the future.


*Please use additional sheets as necessary to fully explain the costs and inclusions therein for each item above.

5.2 CONSULTANT RATES FOR CONSULTING SERVICES

The Vendor shall propose rates for individuals for consulting services to support a resulting contract, excluding travel expenses by Consultant Category. These rates will not be evaluated as part of the Cost Proposal, but will be carried over into the contract for the highest scoring Vendor. Evergreen will reimburse the Contractor for approved travel expenses incurred in performance of the resultant contract, in accordance with actual costs incurred, subject to Washington State travel policy. Contractor will be held to the costs proposed above for the duration of the contract. Exceptions may be granted for extenuating circumstances on a case-by-case basis.

Consultant Category Hourly Rate Daily Rate


SECTION 6: EVALUATION CRITERIA

6.0 EVALUATION CRITERIA

The evaluation committee will review and evaluate the offers according to the following criteria based on a maximum possible total number of 2,470 points. The Scope of Project, Resumes/Company Profile and Experience, and Product Demonstration portions of the offer will be evaluated based on the following Scoring Guide, while the Cost Proposal will be evaluated based on the formula set forth below. The References and Financial Stability portions of the offer will be evaluated on a pass/fail basis.

Any response that receives one or more “fails” for any individual evaluation category under the main evaluation categories, will receive no points for that main evaluation category

Category Section of RFPPoint Value

A. Project Goals 3.0.110

B. Project Objectives 3.0.210

C. TECHNICAL SYSTEM REQUIREMENTS400a. Vendor Hosted Server Based Solution 3.2.1b. Integration with the SunGard SCT Banner Product 3.2.2c. Proven Product 3.2.3d. Testing of Software Releases 3.2.4e. Redundant Hot Sites for Hosting of the Payment 3.2.5

Processing Servicesf. Hours of Service 3.2.6g. Process Multiple Simultaneous Users 3.2.7h. Elapsed Response Time 3.2.8i. Security

1. Secure Server 3.2.9 a.2. Secure Administrative Interface. 3.2.9 b.

j. Transaction Data Integration 3.2.10k Maintenance and Support Plan/Infrastructure 3.2.11l. Implementation Plan 3.2.12m. Installation and Configuration Challenges 3.2.13n. Ongoing Evergreen Technical Resources 3.2.14o. Integrated Web Interface 3.2.15p. Additional Software Auto-Load 3.2.16q. Browser Requirements 3.2.17

D. REGULATORY COMPLIANCE REQUIREMENTS150a. Compliance with State and Federal Law 3.3.1b. Security Breach Procedures 3.3.2c. Compliance with Information Security Programs 3.3.3d. Audit/Accounting Control 3.3.4


E. ADMINISTRATIVE TOOL REQUIREMENTS250a. Reconciliation Reports 3.4.1b. Reports Available Online 3.4.2c. Report Reconciliation 3.4.3d. Report Customization 3.4.4e. Ability to Void Transactions 3.4.5f. User ID's and Passwords 3.4.6g. Audit Trail of Transactions 3.4.7h. Secure Methods/Logins 3.4.8

F. FUNCTIONALITY REQUIREMENTS400a. Full Integration with the SunGard SCT Banner Web 3.5.1

for Student Applicationb. Examples of Customer Interaction 3.5.2c. System Functionality and Checks and Balances 3.5.3d. Online Payment Capability 3.5.4e. System Controls 3.5.5f. Real-Time Authorization 3.5.6g. Additional ID Checking 3.5.7h. Method of Update and Interface with Evergreen Banner AIS 3.5.8i. Payment Capabilities 3.5.9j. Credit/Debit Card Acceptance 3.5.10k. Manage Multiple Merchant ID's 3.5.11l. Direct Interface with State-Approved Vendor 3.5.12m. Rejected or Declined Payments 3.5.13n. Third Party Authorization Process 3.5.14o. Customer Profiles 3.5.15p. Convenience Fee Charge 3.5.16q. Customizable Web Interface 3.5.17

G. TRAINING REQUIREMENTS100a. Training for IT Staff/End Users 3.6.1b. Provide Manuals 3.6.2

H. MAINTENANCE AND SUPPORT REQUIREMENTS100a. Maintenance and Support System 3.7.1b. Maintenance/Support Information 3.7.2

I. SCALABILITY AND EXTENDIBILITY REQUIREMENTS50a. Scalability and Extendibility 3.8.1

J. OTHER INFORMATION 3.1050

K. REFERENCES INCLUDED WITH VENDOR'S RESPONSE 4.1.1Pass/Fail

L. YEARS OF EXPERIENCE/APPLICABILITY OF EXPERIENCE 4.1.2 a.100

M. STAFF QUALIFICATIONS 4.1.2 b.50

N. FINANCIAL STABILITY 4.1.3Pass/Fail

O. COST PROPOSAL 5.0500


P. COST PROPOSAL DETAIL 5.1100

Cost Proposal, will be evaluated by awarding the Vendor(s) with the average cost or lower the maximum allowable points. The average cost shall be calculated by the sum of the total costs of all offers divided by the number of offers. The other proposals will receive fewer points based on the following formula:

Cost Proposals within 15% of average = full 500 pointsCost Proposals greater than 15%, but less than 30% deviation from average = 325

pointsCost Proposals greater than 30%, but less than 45% deviation from average = 150

pointsCost Proposals greater than 45% from average cost proposal = no points awarded

Q. Product Demonstration 2.3.6200


APPENDIX A: STANDARD and SPECIAL TERMS AND CONDITIONS

By submitting a response to this invitation for bid, request for proposal, limited solicitation, or acceptance of a contract, the vendor agrees to acceptance of the following Standard and Special Terms and Conditions and any other provisions that are specific to this solicitation or contract.

SPECIAL TERMS AND CONDITIONS

A. AWARD:Evergreen will make an award to a single Vendor. Award will be based upon the proposal that best meets the specified needs of and offers the most benefit to Evergreen. It is Evergreen’s sole responsibility to award a contract.

B. NON AWARDEvergreen reserves the right to not award if funds become unavailable.

C. PRICING:Pricing must be held firm for 120 calendar days after specified opening date.

D. ESTABLISHED BUSINESS:To be considered responsive, bidder must, at the time of bid opening, be an established business firm with all required licenses, bonding, facilities, equipment, and trained personnel necessary to perform the work as specified in the bid solicitation. Failure to comply with this requirement may be cause for rejection of your bid.

E. OSHA and WISHA: Vendor agrees to comply with conditions of the Federal Occupational Safety and Health Act of 1970 (OSHA) and, if manufactured or stored in the State of Washington, the Washington Industrial Safety and Health Act of 1973 (WISHA) Chapter 19.28 RCW and WAC 296-24 and the standards and regulations issued thereunder and certifies that all items furnished and purchased under this order will conform to and comply with said standards and regulations. Vendor further agrees to indemnify and hold harmless purchaser from all damages assessed against purchaser as a result of Vendor’s failure to comply with the acts and standards there under and for the failure of the items furnished under this RFP to so comply.

F. INDEMNIFICATION: Vendor shall defend, indemnify, and hold Evergreen, its officers, officials, employees, agents, and volunteers harmless from any and all claims, injuries, damages, losses, or suits, including all legal costs and attorney fees, arising out of or in connection with the performance of this agreement, but only to the extent of the Vendor’s negligence.

Evergreen’s inspection or acceptance of any of the Vendor’s work when completed shall not be grounds to avoid any of these covenants of indemnification.

IT IS FURTHER SPECIFICALLY AND EXPRESSLY UNDERSTOOD THAT THIS INDEMNIFICATION CONSTITUTES THE VENDOR’S WAIVER OF IMMUNITY UNDER INDUSTRIAL INSURANCE, TITLE 51 RCW, SOLELY FOR THE PURPOSES OF THIS


INDEMNIFICATION. THE PARTIES ACKNOWLEDGE THAT THEY HAVE MUTUALLY NEGOTIATED THIS WAIVER.

The provisions of the section shall survive the expiration or termination of this agreement.

G. PATENT AND COPYRIGHT INDEMNIFICATIONVendor, at its expense, shall defend, indemnify, and save Purchaser harmless from and against any claims against Purchaser that any Product supplied hereunder, or Purchaser’s use of the Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Vendor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by Purchaser provided that Purchaser:

1. Promptly notifies Vendor in writing of the claim, but Purchaser’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and

2. Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations.

If such claim has occurred, or in Vendor’s opinion is likely to occur, Purchaser agrees to permit Vendor, at its option and expense, either to procure for Purchaser the right to continue using the Product or to replace or modify the same so that they become non infringing and functionally equivalent. If use of the Product is enjoined by a court and Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Product and provide Purchaser a refund. In the case of Product, Vendor shall refund to Purchaser its depreciated value. No termination charges will be payable on such returned Product, and Purchaser will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of four (4) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of three hundred sixty-five (365) days per year. In the event the Product has been installed less than one (1) year, all costs associated with the initial installation paid by Purchaser shall be refunded by Vendor.

Vendor has no liability for any claim of infringement arising solely from:

1. Vendor’s compliance with any designs, specifications or instructions of Purchaser;

2. Modification of the Product by Purchaser or a third party without the prior knowledge and approval of Vendor; or

3. Use of the Product in a way not specified by Vendor;

unless the claim arose against Vendor’s Product independently of any of these specified actions.

H. NO SURREPTITIOUS CODE WARRANTY

Vendor warrants to Purchaser that no licensed copy of the Software provided to Purchaser contains or will contain any Self-Help Code nor any Unauthorized Code as defined below. Vendor further warrants that Vendor will not introduce, via modem or otherwise, any code or


mechanism that electronically notifies Vendor of any fact or event, or any key, node, lock, time-out, or other function, implemented by any type of means or under any circumstances, that may restrict Purchaser’s use of or access to any program, data, or equipment based on any type of limiting criteria, including frequency or duration of use for any copy of the Software provided to Purchaser under this Contract. The warranty is referred to in this Contract as the “No Surreptitious Code Warranty.”As used in this Contract, “Self-Help Code” means 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.As used in this Contract, “Unauthorized Code” means 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. The term Unauthorized Code does not include Self-Help Code.Vendor will defend Purchaser against any claim, and indemnify Purchaser against any loss or expense arising out of any breach of the No Surreptitious Code Warranty. No limitation of liability, whether contractual or statutory, shall apply to a breach of this warranty.

I. INSURANCE:

1. General Requirements: Vendor shall, at their own expense, obtain and keep in force insurance as follows until completion of the contract. Within fifteen (15) calendar days of receipt of notice of award, the Vendor shall furnish evidence in the form of a Certificate of Insurance satisfactory to Evergreen that insurance, in the following kinds and minimum amounts has been secured. Failure to provide proof of insurance, as required, will result in contract cancellation.

Proof of Insurance should be mailed to:The Evergreen State CollegeAttn: Marshall Robinson C.P.M 2700 Evergreen Parkway NWOlympia, WA 98505

Vendor 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) must comply fully with all insurance requirements stated herein. Failure of subcontractor(s) to comply with insurance requirements does not limit Vendor’s liability or responsibility.

All insurance provided in compliance with this contract shall be primary as to any other insurance or self-insurance programs afforded to or maintained by Evergreen.

2. Specific Requirements:

a) Professional Liability Errors and Omissions and Crime CoverageProfessional Liability Errors and Omissions coverage shall be not less than $1 million per occurance/$2 million general aggregate with a deductible not to exceed $25,000 and subject to the conditions below.


Crime coverage with a deductible not to exceed $1 million shall be not less than $5 million single limit per occurrence and $10 million in the aggregate which shall, at a minimum, cover instances falling in the following categories: Computer Fraud; Forgery; Money and Securities; and Employee Dishonesty. This coverage shall also be subject to the conditions below.

Vendor shall continue such coverage for six (6) years beyond the expiration or termination of this Contract, naming Evergreen as an additional insured and providing Evergreen with certificates of insurance on an annual basis;

b) Employers Liability (Stop Gap): The Vendor will at all times comply with all applicable workers’ compensation, occupational disease, and occupational health and safety laws, statutes, and regulations to the full extent applicable and will maintain Employers Liability insurance with a limit of no less than $1,000,000.00. Evergreen will not be held responsible in any way for claims filed by the Vendor or their employees for services performed under the terms of this contract.

c) Commercial General Liability Insurance: The Vendor shall at all times during the term of this contract, carry and maintain commercial general liability insurance and commercial umbrella insurance for bodily injury and property damage arising out of services provided under this contract. This insurance shall cover such claims as may be caused by any act, omission, or negligence of the Vendor or its officers, agents, representatives, assigns, or servants.

The insurance shall also cover bodily injury, including disease, illness, and death and property damage arising out of the Vendor’s premises/operations, independent contractors, products/completed operations, personal injury and advertising injury, and contractual liability (including the tort liability of another assumed in a business contract), and contain separation of insureds (cross liability) conditions.

Vendor waives all rights against Evergreen for the recovery of damages to the extent they are covered by general liability or umbrella insurance.

The limits of liability insurance shall not be less than as follows: Each Occurrence $1,000,000General Aggregate Limits(other than products-completed operations)

$2,000,000

Products-Completed Operations Limit $2,000,000Commercial Umbrella Limit $3,000,000Personal and Advertising Injury Limit $1,000,000Fire Damage Limit (any one fire) $ 50,000Medical Expense Limit (any one person) $ 5,000

d) Business Auto Policy (BAP):

In the event that services delivered pursuant to this contract involve the use of vehicles, or the transportation of clients, automobile liability insurance shall be required. The coverage provided shall protect against claims for bodily injury, including illness, disease and death; and property damage caused by an occurrence arising out of or in consequence of the performance of this service by the Vendor, subcontractor, or anyone employed by either.


Vendor shall maintain business auto liability insurance with a combined single limit not less than $1,000,000 per occurrence. The business auto liability shall include Hired and Non-Owned coverage. The commercial umbrella policy shall also include business auto liability in it’s coverage.

Vendor waives all rights against Evergreen for the recovery of damages to the extent they are covered by business auto liability or commercial umbrella liability insurance.

e) Additional Provisions : Above insurance policies (b through d) shall include the following provisions:(1) Additional Insured:

The Evergreen State College and all authorized contract users shall be named as an additional insured on all general liability, umbrella, excess, and property insurance policies. All policies shall be primary over any other valid and collectable insurance.

Notice of policy(ies) cancellation/non-renewal: For insurers subject to RCW 48.18 (Admitted and regulated by the Washington State Insurance Commissioner) a written notice shall be given to Evergreen forty-five (45) calendar days prior to cancellation or any material change to the policy(ies) as it relates to this contract.

For insurers subject to RCW 48.15 (Surplus Lines) a written notice shall be given to Evergreen twenty (20) calendar days prior to cancellation or any material change to the policy(ies) as it relates to this contract.

If cancellation on any policy is due to non-payment of premium, Evergreen shall be given a written notice ten (10) calendar days prior to cancellation.

(2) Identification:

Policy(ies) and Certificates of Insurance must reference Evergreen’s bid/contract number.

(3) Insurance Carrier Rating:

The insurance required above shall be issued by an insurance company authorized to do business within the State of Washington. Insurance is to be placed with a carrier that has a rating of A- Class VII or better in the most recently published edition of Best’s Reports. Any exception must be reviewed and approved by Evergreen’s Risk Manager, or the Risk Manager for the State of Washington, by submitting a copy of the contract and evidence of insurance before contract commencement. If an insurer is not admitted, all insurance policies and procedures for issuing the insurance policies must comply with Chapter 48.15 RCW and 284-15 WAC.

(4) Excess Coverage: The limits of all insurance required to be provided by the Vendor shall be no less than the minimum amounts specified. However, coverage in the amounts of these minimum limits shall not be


construed to relieve the Vendor from liability in excess of such limits.

J. SYSTEM ACCEPTANCE

Once the system has been completed, acceptance testing shall be performed upon the system following its cutover. This testing and verification period, if successful, shall consist of thirty (30) business days of normal traffic load with no major failures or major errors. Evergreen shall accept the installed system after a signed letter of official system certification is received, reviewed with the Vendor, and accepted in writing by Evergreen.

The beginning of the warranty period shall commence concurrent with a dated Letter of Acceptance issued by Evergreen to the Vendor. This letter will constitute Evergreen’s formal acceptance of the system.

K. DEFECTIVE OR UNAUTHORIZED WORKEvergreen reserves its right to withhold payment from the Vendor for any defective or unauthorized work. Defective or unauthorized work includes, without limitation: work and materials that do not conform to the requirements of this agreement; and extra work and materials furnished without Evergreen’s written approval. If the Vendor is unable, for any reason, to satisfactorily complete any portion of the work, Evergreen may complete the work by contract or otherwise, and the Vendor shall be liable to Evergreen for any additional costs incurred by Evergreen. “Additional costs” shall mean all reasonable costs, including legal costs and attorney fees, incurred by Evergreen beyond the maximum contract price. Evergreen further reserves its right to deduct the cost to complete the contract work, including any Additional Costs, from any and all amounts due or to become due the Vendor.

L. INDEPENDENT CONTRACTORThe parties intend that an Independent Contractor – Employer Relationship will be created by this agreement, Evergreen being interested only in the results obtained under this agreement.

M. TERMINATIONEvergreen may terminate this agreement for good cause in writing with 30 days notice to Vendor. “Good cause” shall include, without limitation, any one or more of the following events:

1. The Vendor’s refusal or failure to supply a sufficient number of properly skilled workers or proper materials for completion of the contract work.2. The Vendor’s failure to make full and prompt payment to sub-vendors or for material or labor.3. The Vendor’s failure to comply with federal, state, or local laws, rules, or regulations.4. The Vendor’s filing or bankruptcy or becoming adjudged bankrupt.5. The Vendor’s failure to comply with any terms and conditions of this agreement.6. Failure of the Vendor or its product(s) to perform as advertised and/or claimed in the response to this RFP.

If Evergreen terminates this agreement for good cause, the Vendor shall not receive any further monies due under this agreement until the contract work is completed.Evergreen reserves the right to terminate the contract for Lack of Funds. Lack of funds shall be construed to mean when Evergreen, in the judgment of its Chief Financial Officer, determines that it cannot continue the funding of its contract services without undue hardship to Evergreen.


Termination of contract services will be rendered if it is construed by Evergreen to be in its best interests for serving its students, faculty, and staff.

N. CHANGESEvergreen may issue a written change order for any change in the contract work during the performance of this agreement. If the Vendor determines, for any reason, that a change order is necessary, the Vendor must submit a written change order request to the Contract Manager of Evergreen within fourteen (14) days of the date the Vendor knew or should have known of the facts and events giving rise to the requested change. If Evergreen determines that the change increases or decreases the Vendor’s costs or time for performance, Evergreen will make an equitable adjustment. Evergreen will attempt, in good faith, to reach agreement with the Vendor on all equitable adjustments. However, if the parties are unable to agree Evergreen will determine the equitable adjustment as it deems appropriate. The Vendor shall proceed with the change order work upon receiving a written change order from Evergreen. If the Vendor fails to require a change order within the time allowed, the Vendor waives its right to make any claim or submit subsequent change order requests for that portion of the contract work.

O. WARRANTYThe Vendor shall correct all defects in workmanship or materials within the warranty period provided by the Vendor. The Vendor shall begin to correct any defects within the time frames promised by the Vendor, beginning from the Vendor’s receipt of notice from Evergreen of the defect. If the Vendor does not promptly accomplish the corrections, Evergreen may complete the corrections and the Vendor shall pay all costs incurred by Evergreen in order to accomplish the correction.

P. MISCELLANEOUS1. Compliance with Laws Vendor shall comply with all federal, state, and local laws, rules, and regulations throughout every aspect in the performance of this agreement.2. Nondiscrimination. In the hiring of employees for the performance of work under this agreement the Vendor, its subcontractors, or any person acting on behalf of the Vendor shall not, by reason of race, religion, sexual orientation, color, sex, national origin, or the presence of any sensory, mental, or physical disability, discriminate against any person who is qualified and available to perform the work to which the employment relates.3. Work Performed at Vendor’s Risk. Vendor shall take all precautions necessary and shall be responsible for the safety of its employees, agents, and subcontractors in the performance of this agreement. All work shall be done at the Vendor’s own risk, and the Vendor shall be responsible for any loss of or damage to materials, tools, or other articles used or held for use in connection with the work.4. Non-waiver of Breach . The failure of Evergreen to insist upon strict performance of any of the terms and rights contained herein, or to exercise any option herein conferred in one or more instances, shall not be construed to be a waiver or relinquishment of those terms or rights and they shall remain in full force and effect.5. Governing Law . This agreement shall be governed and construed in accordance with the laws of the State of Washington. If any dispute arises between Evergreen and the Vendor under any of the provisions of this agreement, resolution of that dispute shall be available only through the jurisdiction, venue, and rules of the Thurston County Superior Court, Thurston County, Olympia, Washington.6. Attorney’s Fees . To the extent not consistent with RCW 39.04.240, in any claim or lawsuit for damages arising from the parties’ performance of this agreement, each party shall be responsible for payment of its own legal costs and attorney’s fees incurred in


defending or bringing such claim or lawsuit; however, nothing in this subsection shall limit the Evergreen’s right to indemnification under this agreement.7. Modification . No waiver, alteration, or modification of any of the provisions of this agreement shall be binding unless in writing and signed by a duly authorized representative of Evergreen and Vendor.8. Severability. If any one or more sections, sub-sections, or sentences of this agreement are held to be unconstitutional or invalid, that decision shall not affect the validity of the remaining portion of this agreement and the remainder shall remain in full force and effect.

Q. VOLUNTARY NUMERICAL MWBE PARTICIPATION GOALS HAVE BEEN ESTABLISHED FOR THIS BID.Minority Business Enterprises: (MBE’s): 10% and Woman’s Business Enterprises (WBE’s): 8%

These goals are voluntary, but achievement of the goals is encouraged. However, unless required by federal statutes, regulations, grants, or contract terms referenced in the contract documents, no preference will be included in the evaluation of bids/proposals, no minimum level of MWBE participation shall be required as a condition for receiving an award or completion of the contract work, and bids/proposals will not be rejected or considered non-responsive if they do not include MWBE participation. Bidders may contact OMWBE at 360-753-9693 to obtain information on certified firms for potential subcontracting arrangements.

R. RECORDS, DOCUMENTS, AND REPORTSThe Contractor shall maintain complete financial records relating to this contract and the services rendered including all books, records, documents, magnetic media, receipts, invoices and other evidence relating to this contract and performance of the services described herein, including but not limited to: accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature expended in the performance of this contract. Contractor shall retain such records for a period of six (6) years following the date of final payment. At no additional cost, these records including materials generated under the contract, shall be subject at all reasonable times to inspection, review, or audit by Evergreen, the Office of the State Auditor, and federal and state officials so authorized by law, rule, regulation, or agreement.

If any litigation, claim or audit is started before the expiration of the six (6) year period, the records shall be retained until all litigation, claims, or audit findings involving the records have been resolved.

S. IMPLEMENTATION PLAN AND TIMELINEUpon award, Evergreen and Vendor will agree on the project’s Implementation Plan and Timeline. After award of contract, Vendor will be held to meet the Timeline. Evergreen’s proposed Timeline is included in this RFP. The Timeline and Implementation Plan may be changed by mutual agreement signed by the Project Manager and Vendor’s Contracting Officer or authorized representative.

T. PAYMENT SCHEDULEWashington State law prohibits Evergreen from making payment for goods or services that have not been received. Therefore, Evergreen cannot make any advanced payments. Vendors should include a proposed payment schedule which reflects a “payment for value received” philosophy. A phased payment schedule is acceptable.


If a phased payment schedule is accepted, Evergreen will make payments only as completion of each module, as identified in the Implementation Plan, is achieved. Payment of final invoice on the final module will be made 30 days after Evergreen acceptance, i.e., following testing and successful implementation. Evergreen is responsible for authorizing payment on each module.

U. RISK OF LOSS AND SURETY BONDVendor will be responsible for full risk of loss for any funds received for payments on behalf of Evergreen until deposited to the specified Evergreen bank account(s).

In the event that the Vendor receives funds for payments on behalf of Evergreen, Vendor must provide proof of purchase of a bond from a licensed surety, A-7 or better, naming Evergreen as the beneficiary and documenting the extent of liability coverage, initially in the amount of $1 million. Such coverage shall remain in effect throughout the term of this contract and any optional years. The amount of the bond shall be reviewed periodically, no less than annually, to ensure adequate protection for Evergreen funds. Vendor will increase its liability coverage to the amount determined and provide proof of such increased insurance to Evergreen within ten (10) days of an increase. Evergreen will require the amount of the bond to be twice the highest one-day transaction dollar amount. Vendor will send monthly reports of the daily transaction dollar amounts to Evergreen.

V. PRICE ADJUSTMENTSPrice adjustments may be permitted for changes in the contractor’s cost of services. Price increases may be permitted only at the end of the current term of the contract. All instances of price adjustment require verification to the satisfaction of the contract manager. In no case may a price increase result in a higher real, or percentage, profit increase to the Contractor on the services. Price decreases are subject to implementation at any time and must be immediately conveyed to the contract manager.

Contractor must give not less than 120 calendar days advance written notice of any requested price increase to the contract manager. Any approved price changes shall be effective only at the beginning of the calendar month following the end of the full 120 calendar day notification period. The contractor must document the amount and proposed effective date of any general change in the price of services. Documentation must be supplied with the Contractor’s request for increase which will: (1) verify that the requested price increase is general in scope and not applicable just to The Evergreen State College; and (2) identify reason(s) the increase is being requested.

The Contractor must provide all services prior to the effective date of the price adjustment at the old contract prices.

TERMS AND CONDITIONS SPECIFIC TO WIPHE COOPERATIVE PURCHASES

Definitions:WIPHE: Washington Institutions of Public Higher Education who are signatories to the Interlocal Agreement for Cooperative Purchasing.

Lead Institution: The WIPHE member that has volunteered to conduct the solicitation/negotiation process on behalf of the WIPHE members (Evergreen).

Committed Participants: Those WIPHE members who respond affirmatively to the Lead Institution's request for participation, and whose estimated purchase volume will be included in


the solicitation/negotiation documents. At this time there are no committed WIPHE participants other than Evergreen.

Potential Participants: All other WIPHE member institutions who are not committed participants. Potential participants may choose to use any contract awarded, provided the contractor will accept their participation.

No Exclusivity Implied: This RFP provides no exclusive arrangements for obtaining software by any WIPHE Institution which has not specifically been identified as a committed participant. Potential Participants may purchase software through their own processes for competitive procurement or via other cooperative purchasing arrangements at their disposal.

Contract Administration:Any resulting contract with another WIPHE institution shall be administered by the lead institution, the committed participants, and the potential participants in the following manner:

The terms and conditions contained in their entirety throughout this solicitation may not be altered unless provided in writing by the lead institution.

WIPHE Institutions may, at their sole option, individually negotiate only operational provisions specific to the needs of their institution. These would include agreed arrangements for such operational provisions as delivery, installation, service, and invoicing processes. Such negotiated changes shall not be binding on any other institution. These changes may, however, bind the vendor to providing similar arrangements to the other institutions pursuant to any “Best Customer” provisions of this document.

WIPHE Institutions shall individually be responsible for their obligations to the awarded vendor pursuant to any purchase associated with this agreement. Likewise, the vendor shall be responsible for their obligations to the WIPHE Institutions pursuant to this agreement. All reasonable efforts will be made by the vendor and the WIPHE Institutions to satisfy any breach of these obligations, or, disagreements arising between the individual WIPHE Institution and the vendor. Resolution may take several forms, including cancellation of specific arrangements between the vendor and the institution. Resolutions of any nature shall not have a binding effect on any other institution.

In the event a breach or disagreement cannot be resolved between the institution(s) and the vendor, either party may notify the lead institution and request the lead institution satisfy the dispute in accordance with this agreement, including any dispute resolution process identified within.

The lead institution may at any time act on behalf of any WIPHE Institution in resolving breach of contract or to settling disputes in accordance with this agreement.

Contract Documents: The vendor shall make copies of any contract resulting from this process available in its entirety to any WIPHE Institution expressing an interest in purchasing the software and/or services. The lead institution and the vendor agree that a summary of this agreement, including a phone number by which interested agencies may contact the vendor, may be placed on a public access electronic home page, bulletin board, fax on demand network, or other form of accessible medium.


THE EVERGREEN STATE COLLEGE STANDARD TERMS AND CONDITIONS

The following terms and conditions will be made a part of the Purchase Order contract and Vendor by his acceptance of an order agrees thereto:

1. CHANGES: No alteration in any of the terms, conditions, deliver, price, quality, quantities, or specifications of this order/contract will be effective without prior written consent of the Evergreen’s Purchasing Office.

2. PACKING: No charges will be allowed for special handling, packing, wrapping, bags, containers, reels, etc., unless otherwise specified herein.

3. DELIVERY: For any exception to the delivery date as specified on this purchase/contract, Vendor shall give prior notification and obtain approval thereto from the Evergreen’s Purchasing Office. With respect to delivery under the contract, time is of the essence and is subject to termination for failure to deliver on time. The acceptance by Evergreen of late performance with or without objection or reservation shall not waive the right to claim damage for such breach nor constitute a waiver of the requirements for the timely performance of any obligation remaining to be performed by Vendor.

4. PAYMENTS, CASH DISCOUNT, LATE PAYMENT CHARGES: Invoices will not be processed for payment nor will the period of computation for cash discount commence until receipt of a properly completed invoice or invoiced items are received, whichever is later. If an adjustment in payment is necessary due to damage or dispute, the cash discount period shall commence on date final approval for payment is authorized. Under Chapter 68 Laws of 1981, if Evergreen fails to make timely payment, vendor may invoice for a minimum of one dollar or one percent per month on the amount overdue. Payment shall not be considered late if a check or warrant is available or mailed within the time specified, or if no terms are specified within thirty days. Normally payments to vendors will be remitted by mail. The Evergreen shall not honor drafts, nor accept goods on a sight draft basis.

5. SHIPPING INSTRUCTIONS: unless otherwise specified, all goods are to be shipped prepaid, FOB Destination. Where specific authorization is granted to ship goods FOB Shipping Point, Vendor agrees to prepay all shipping charges, route cheapest common carrier, and to bill Evergreen as a separate item on the invoice for said charges, less federal transportation tax. Each invoice for shipping charges shall contain the original or a copy of the bill indicating that the payment for shipping has been made. It is also agreed that Evergreen reserves the right to refuse any COD shipments.

6. REJECTION: All goods or materials purchased herein are subject to approval by Evergreen. Any rejection of goods or material resulting because of nonconformity to the terms and specifications of the contract, whether held by Evergreen, or returned, will be at Vendor’s risk and expense.

7. IDENTIFICATION: All invoices, packing lists, packages, shipping notices, instruction manuals, and other written documents affecting this contract shall contain the applicable contract number. Packing lists shall be enclosed in each and every box or package shipped pursuant to this contract, indicating the content therein. Invoices will not be processed for payment until all items invoiced are received.

8. INFRINGEMENTS: Vendor agrees to protect and save harmless Evergreen against all claims for patent, trademark, copyright, or franchising infringement arising from the


purchased, installation, or use of material ordered on this contract, and to assume all expense and damage arising from such claims.

9. NON-WAIVER BY ACCEPTANCE OF VARIATION: No provision of this contract, or the right to receive seasonable performance of any act called for by the terms shall be deemed waived by a waiver by Evergreen of a breach thereof as to any particular transaction or occurrence.

10. WARRANTIES: Vendor warrants articles supplied under this contract to conform to specifications herein and are fit for the purpose for which such goods are ordinarily employed; except if stated in a Special Condition, the material must then fit that particular purpose.

Vendor and Evergreen agree that this contract does not exclude, or in any way limit, other warranties provided for in this agreement or by law.

11. CASH DISCOUNT: In the event that Evergreen is entitled to a cash discount, the period of computations will commence on the date of delivery, or receipt of a correctly completed invoice, whichever is later. If an adjustment in payment is necessary due to damage, the cash discount period shall commence on the date final approval for payment is authorized. If a discount is made part of the contract, but the invoice does not reflect the existence of a cash discount, Evergreen is entitled to a cash discount with the period commencing on the date it is determined by Evergreen that a cash discount applies.

12. TAXES: Unless otherwise indicated, Evergreen agrees to pay all State of Washington sales or use tax. No charge by Vendor shall be made for federal excise taxes, and Evergreen agrees to furnish Vendor, upon acceptance of articles supplied under this contract, with an exemption certificate.

13. LIENS, CLAIMS, AND ENCUMBRANCES: Vendor warrants and represents that all the goods and material ordered herein are free and clear of all liens, claims or encumbrances of any kind.

14. RISK OF LOSS: Regardless of FOB Point, Vendor agrees to bear all risks of loss, injury or destruction of goods and materials ordered herein which occur prior to delivery; and such loss, injury of destruction shall not release Vendor from any obligation hereunder.

15. SAVE HARMLESS: Vendor shall protect, indemnify, and save Evergreen harmless from and against any damage, cost or liability for any or all injuries to persons or property arising from acts or omissions of Vendor, his employees, agents, or subcontractors, howsoever caused.

16. PRICES: If price is not stated on this order, it is agreed that the goods shall be billed at the price last quoted or paid, or the prevailing market price, whichever is lower.

17. TERMINATION: In the event of a breach by Vendor of any of the provisions of this contract, Evergreen reserves the right to cancel and terminate this contract forthwith upon giving oral or written notice to Vendor. Vendor shall be liable for damages suffered by Evergreen resulting from Vendor’s breach of contract.

18. QUALITY STANDARDS: Special brands, when named, are to indicate the standard of quality, performance or use desired. Bids on Vendor’s equal will be considered provided Vendor specifies brand, model, and the necessary descriptive literature. In the event


Evergreen elects to contract for an alternate purported to be an equal by the bidder, the acceptance of the item will be conditioned on Evergreen’s inspection and testing after receipt. If, in the sole judgment of Evergreen, the item is determined not to be an equal, the material shall be returned at the Vendor’s expense and the contract terminated

19. ACCEPTANCE: This order expressly limits acceptance to the terms and conditions stated herein. All additional or different terms proposed by vendor are objected to and are hereby rejected, unless otherwise provided in writing by Evergreen’s purchasing office.

20. NONDISCRIMINATION: Vendor agrees not to discriminate against any client, employee or applicant for employment or for services because of race, creed, color, national origin, sex or age with regard to but not limited to the following: Employment upgrading, demotion or transfer, recruitment or recruitment advertising; lay-off or termination; rates of pay or other forms of compensation; selection for training. It is further understood that any Vendor who is in violation of this clause shall be barred forthwith from receiving awards of any purchase order from Evergreen, unless a satisfactory showing is made that discriminatory practices have been terminated and that a recurrence of such acts is unlikely.

21. SAFETY AND HEALTH REQUIREMENTS: Vendor agrees to comply with the conditions of the Federal Occupational Safety and Health Act of 1970 (OSHA), the Washington Industrial Safety and Health Act of 1973 (WISHA), and the standards and regulations issued thereunder and certifies that all items furnished and purchased under this order will conform to and comply with said standards and regulations. Vendor further agrees to indemnify and hold harmless Evergreen from all damages assessed against Evergreen as a result of Vendor’s failure to comply with the Acts and the standards issued thereunder and for failure of the items furnished under this order to so comply.

22. LAWS OF THE STATE OF WASHINGTON: The laws of the State of Washington shall govern this order and the venue of any action brought hereunder shall be in the Superior Court, County of Thurston, State of Washington.

23. AFFIRMATIVE ACTION FOR HANDICAPPED: Vendor certifies that he will comply with Section 503 of the Vocational Rehabilitation Act of 1973.

24. AFFIRMATIVE ACTION FOR VETERANS: Vendor certifies that he will comply with Section 2012 of the Vietnam era Veterans Readjustment Act of 1974.

25. ANTI-TRUST ASSIGNMENT: Vendor and Evergreen recognize that actual economic practice over-charges resulting from anti-trust violations are, in fact, usually borne by the Evergreen. Therefore, Vendor hereby assigns to Evergreen any and all claims for such over-charges as to goods and materials purchased in connection with this order or contract, except as to over-charges which result from anti-trust violations commencing after the price is established under this order or contract and which are not passed on to the Evergreen under an escalation clause.


APPENDIX B: CONTRACT

Contract Number RFP IT205for

Integrated Web-Payment Solution

between

The Evergreen State Collegeand

[Vendor]

Effective Date: ___________________________[Add Effective Date]


Table of Contents

1. Definition of Terms 1

Contract Term

2. Term (required) 33. Survivorship (required) 4

Pricing, Invoice And Payment

4. Pricing (required) 45. Advance Payment Prohibited (required) 56. Taxes 67. Invoice and Payment (required) 68. Overpayments to Vendor 7

Vendor’s Responsibilities

9. Purchased Services and Statement of Work (required) 710. Commencement of Work (required) 811. Ownership/Rights in Data (required) 912. Site Security913. Vendor Commitments, Warranties and Representations (required) 914. Minority and Women’s Business Enterprise (MWBE) Participation 1015. Protection of Purchaser’s Confidential Information (required) 10

Contract Administration

16. Legal Notices 1017. Purchaser [Project or Business] Manager 1118. Vendor Account Manager1119. Section Headings, Incorporated Documents and Order of Precedence (required) 1120. Entire Agreement (required) 1221. Authority for Modifications and Amendments 1322. Independent Status of Vendor (required) 1323. Governing Law (required)1324. Subcontractors 1325. Assignment 1326. Publicity (required) 1427. Review of Vendor’s Records (required) 1428. Right of Inspection 14

General Provisions

29. Patent and Copyright Indemnification (required) 1430. Save Harmless (required)1531. Insurance 16

Risk of Loss and Surety Bond 1732. Industrial Insurance Coverage (required) 1733. Licensing Standards 1734. Antitrust Violations 1735. Compliance with Civil Rights Laws (required) 18

State of Washington Integrated Web-Payment SolutionThe Evergreen State College i Contract # RFP IT205

36. Severability (required) 1837. Waiver (required) 1838. Treatment of Assets 1839. Vendor’s Proprietary Information (required) 18

Disputes and Remedies

40. Disputes (required) 1941. Attorneys’ Fees and Costs 2042. Non-Exclusive Remedies 2043. Failure to Perform 2044. Limitation of Liability (required) 21

Contract Termination

45. Termination for Default (required) 2146. Termination for Convenience (required) 2147. Termination for Withdrawal of Authority 2248. Termination for Non-Allocation of Funds 2249. Termination for Conflict of Interest 2250. Termination Procedure 2351. Covenant Against Contingent Fees 2352. Terms and Conditions Specific to WIPHE Cooperative Purchases 23

Contract Execution

53. Authority to Bind2554. Counterparts 25

Schedules

Schedule A: Authorized Services and Price ListSchedule B: Statement of Work TemplateSchedule C: MWBE Certification [if applicable]

Exhibits

Exhibit A: Evergreen's Request for Proposal for Integrated Web Payment SolutionExhibit B: Vendor’s Response

State of Washington Integrated Web-Payment SolutionThe Evergreen State College ii Contract # RFP IT205

CONTRACT NUMBER RFP IT205

for

INTEGRATED WEB-PAYMENT SOLUTION

PARTIES

This Contract (“Contract”) is entered into by and between the state of Washington, acting by and through The Evergreen State College, an agency of Washington State government (“Purchaser” or “Evergreen”) located at 2700 Evergreen Parkway NW, Olympia, WA 98505, and [Vendor], a [corporation/sole proprietor or other business form] licensed to conduct business in the state of Washington (“Vendor”), located at [Vendor address] for the purpose of providing Integrated Web-Payment Solution for student tuition and fees.

RECITALS

The state of Washington, acting by and through Evergreen, issued a Request for Proposal dated November 28, 2005, (Exhibit A) for the purpose of purchasing an Integrated Web-Payment Solution for the payment of student tuition and fees in accordance with its authority under chapter 43.105 RCW.

[Vendor] submitted a timely Response to Evergreen’s RFP IT205 (Exhibit B).

Evergreen evaluated all properly submitted Responses to the above-referenced RFP IT205 and has identified [Vendor] as the apparently successful Vendor.

Evergreen has determined that entering into a Contract with [Vendor] will meet Purchaser’s needs and will be in Purchaser’s best interest.

NOW THEREFORE, Purchaser awards to [Vendor] this Purchased Services Contract, the terms and conditions of which shall govern Vendor’s furnishing to Evergreen the Integrated Web-Payment Solution. This Contract is not for personal use.

IN CONSIDERATION of the mutual promises as hereinafter set forth, the parties agree as follows:

Definition of TermsThe following terms as used throughout this Contract shall have the meanings set forth below.

“Business Days and Hours” shall mean Monday through Friday, 8:00 a.m. to 5:00 p.m., Pacific Time, except for holidays observed by the state of Washington.

“Confidential Information” shall mean information that may be exempt from disclosure to the public or other unauthorized persons under either chapter 42.17 RCW or other state or federal statutes. Confidential Information includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver’s license numbers, medical data, law enforcement records, agency source code or object code, agency security data, or student records.

“Contract” shall mean this document, all schedules and exhibits, Statements of Work, and all amendments hereto.

State of Washington Integrated Web-Payment SolutionThe Evergreen State College 1 Contract # RFP IT205

“Evergreen” shall mean the same as Purchaser.

“Effective Date” shall mean the first date this Contract is in full force and effect. It may be a specific date agreed to by the parties; or, if not so specified, the date of the last signature of a party to this Contract.

“Exhibit A” shall mean the RFP IT205.

“Exhibit B” shall mean [Vendor]’s Response.

“Price” shall mean charges, costs, rates, and/or fees charged for the Services under this Contract and shall be paid in United States dollars.

“Product(s)” shall mean any Vendor-supplied equipment, Software, and documentation.

“Proprietary Information” shall mean information owned by Vendor to which Vendor claims a protectable interest under law. Proprietary Information includes, but is not limited to, information protected by copyright, patent, trademark, or trade secret laws.

“Purchased Services” or “Services” shall mean those Services and activities provided by Vendor to accomplish routine, continuing, and necessary functions as set forth in this Contract or a Statement of Work. Purchased Services shall include those Services specified as Purchased Services in RCW 43.105.020.

“Purchaser” shall mean the state of Washington, Evergreen, any division, section, office, unit or other entity of Purchaser or any of the officers or other officials lawfully representing Purchaser.

“Purchaser Project Manager” shall mean the person designated by Purchaser who is assigned as the primary contact person whom Vendor’s Account Manager shall work with for the duration of this Contract and as further defined in the section titled Purchaser Project Manager.

“Purchaser Contract Administrator” shall mean that person designated by Purchaser to administer this Contract on behalf of Purchaser.

“Purchaser Contracting Officer” shall mean John Hurley, or the person to whom signature authority has been delegated in writing. This term includes, except as otherwise provided in this Contract, an authorized representative of the Purchaser Contracting Officer acting within the limits of his/her authority.

“RCW” shall mean the Revised Code of Washington.

“RFP IT205” shall mean the Request for Proposal used as a solicitation document to establish this Contract, including all its amendments and modifications, Exhibit A hereto.

“Response” shall mean Vendor’s Response to Purchaser’s RFP IT205 for Integrated Web-Payment Solution, Exhibit B hereto.

“Schedule A: Authorized Services and Price List” shall mean the attachment to this Contract that identifies the authorized Services and Prices available under this Contract.

“Schedule B: Statement of Work Template” shall mean the attachment to this Contract that provides example terms and conditions for a Statement of Work.

“Schedule C: MWBE Certification” shall mean the attached certificate(s) indicating Vendor’s and/or one or more of Vendor’s Subcontractor’s status as a minority or women’s business enterprise.


“Software” shall mean the object code version of computer programs licensed pursuant to this Contract. Software also means the source code version, where provided by Vendor. Embedded code, firmware, internal code, microcode, and any other term referring to software residing in the equipment that is necessary for the proper operation of the equipment is not included in this definition of Software. Software includes all prior, current, and future versions of the Software and all maintenance updates and error corrections.

“Specifications” shall mean the technical and other specifications set forth in the RFP IT205, Exhibit A, and any additional specifications set forth in Vendor’s Response, Exhibit B.

“Statement of Work” or “SOW” shall mean a separate statement of the work to be accomplished by Vendor under the terms and conditions of this Contract. A template SOW is attached as Schedule B “Subcontractor” shall mean one not in the employment of Vendor, who is performing all or part of the business activities under this Contract under a separate contract with Vendor. The term “Subcontractor” means Subcontractor(s) of any tier.

“Vendor” shall mean [Vendor], its employees and agents. Vendor also includes any firm, provider, organization, individual, or other entity performing the business activities under this Contract. It shall also include any Subcontractor retained by Vendor as permitted under the terms of this Contract.

“Vendor Account Manager” shall mean a representative of Vendor who is assigned as the primary contact person whom the Purchaser [Project or Business] Manager shall work with for the duration of this Contract and as further defined in the section titled Vendor Account Manager.

“Vendor Contracting Officer” shall mean [title of Vendor officer with signature authority], or the person to whom signature authority has been delegated in writing. This term includes, except as otherwise provided in this Contract, an authorized representative of Vendor Contracting Officer acting within the limits of his/her authority.

“Work Product” shall mean data and products produced under this Contract including but not limited to, discoveries, formulae, ideas, improvements, inventions, methods, models, processes, techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams, drawings, software, databases, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions, to the extent provided by law.

Contract Term

TermTerm of Contract

The term of this Contract shall be three (3) years and ________ months, commencing upon the Effective Date.

This Contract’s term shall be automatically extended for six (6) additional two (2) year terms unless Purchaser terminates by giving written notice of its decision not to extend to Vendor not less than sixty (60) calendar days prior to the then-current Contract term’s expiration. No change in terms and conditions shall be permitted during these extensions unless specifically agreed to in writing.


Term of Statement of Work (SOW). The term of any SOW executed pursuant to this Contract shall be set forth in the SOW. The term of the SOW shall not exceed the term of this Contract. The SOW may be terminated in accordance with the termination sections of this Contract or as mutually agreed between the parties.

Survivorship

All license and purchase transactions executed and Services provided pursuant to the authority of this Contract shall be bound by all of the terms, conditions, Prices and Price discounts set forth herein, notwithstanding the expiration of the initial term of this Contract or any extension thereof. Further, the terms, conditions and warranties contained in this Contract that by their sense and context are intended to survive the completion of the performance, cancellation or termination of this Contract shall so survive. In addition, the terms of the sections titled Overpayments to Vendor; Ownership/Rights in Data; Vendor’s Commitments, Warranties and Representations; Protection of Purchaser’s Confidential Information; Section Headings, Incorporated Documents and Order of Precedence; Publicity; Review of Vendor’s Records; Patent and Copyright Indemnification; Vendor’s Proprietary Information; Disputes; and Limitation of Liability shall survive the termination of this Contract.

Pricing, Invoice and Payment

PricingVendor agrees to provide the Services at the Prices set forth in Schedule A. No other Prices shall be charged by Vendor for implementation of Vendor’s Response.

Prices may not be increased during the initial term of the Contract.

If Vendor reduces its Prices for any of the Services during the term of this Contract, Purchaser shall have the immediate benefit of such lower Prices for new purchases. Vendor shall send notice to the Purchaser Contract Administrator with the reduced Prices within fifteen (15) Business Days of the reduction taking effect.

Price adjustments may be permitted for changes in the contractor’s cost of services. Price increases may be permitted only at the end of the current term of the contract. All instances of price adjustment require verification to the satisfaction of the contract manager. In no case may a price increase result in a higher real, or percentage, profit increase to the Contractor on the services. Price decreases are subject to implementation at any time and must be immediately conveyed to the contract manager.

Contractor must give not less than 120 calendar days advance written notice of any requested price increase to the contract manager. Any approved price changes shall be effective only at the beginning of the calendar month following the end of the full 120 calendar day notification period. The contractor must document the amount and proposed effective date of any general change in the price of services. Documentation must be supplied with the Contractor’s request for increase which will: (1) verify that the requested price increase is general in scope and not applicable just to The Evergreen State College; and (2) identify reason(s) the increase is being requested.

The Contractor must provide all services prior to the effective date of the price adjustment at the old contract prices.


Vendor agrees that all the Prices, terms, warranties, and benefits provided in this Contract are comparable to or better than the terms presently being offered by Vendor to any other governmental entity purchasing the same quantity under similar terms. If during the term of this Contract Vendor shall enter into contracts with any other governmental entity providing greater benefits or more favorable terms than those provided by this Contract, Vendor shall be obligated to provide the same to Purchaser for subsequent purchases.

Purchaser shall reimburse Vendor for travel and other expenses as identified in this Contract or the SOW, or as authorized in writing, in advance by Purchaser in accordance with the then-current rules and regulations set forth in the Washington State Administrative and Accounting Manual (http://www.ofm.wa.gov/policy/poltoc.htm). Vendor shall provide a detailed itemization of expenses, including description, amounts and dates, and receipts for amounts of fifty dollars ($50) or more when requesting reimbursement

Advance Payment Prohibited

No advance payment shall be made for Services furnished by Vendor pursuant to this Contract.


http://www.ofm.wa.gov/policy/poltoc.htm

TaxesPurchaser will pay sales and use taxes, if any, imposed on the Services acquired hereunder. Vendor must pay all other taxes including, but not limited to, Washington Business and Occupation Tax, other taxes based on Vendor’s income or gross receipts, or personal property taxes levied or assessed on Vendor’s personal property. Purchaser, as an agency of Washington State government, is exempt from property tax.Vendor shall complete registration with the Washington State Department of Revenue and be responsible for payment of all taxes due on payments made under this Contract.All payments accrued on account of payroll taxes, unemployment contributions, any other taxes, insurance, or other expenses for Vendor or Vendor’s staff shall be Vendor’s sole responsibility.

Invoice and PaymentVendor will submit properly itemized invoices to Accounts Payable at The Evergreen State College. Invoices shall provide and itemize, as applicable:

Purchaser Contract number RFP IT205;

SOW number [YY-YY];

Vendor name, address, phone number, and Federal Tax Identification Number;

Description of Services provided;

Date(s) that Services were provided, including number of hours worked (if applicable);

Vendor’s Price for Services;

Net invoice Price for each Service;

Applicable taxes;

Other applicable charges;

Total invoice Price; and

Payment terms including any available prompt payment discounts.

If expenses are invoiced, Vendor must provide a detailed itemization of those expenses that are reimburseable, including description, amounts and dates. Any single expense in the amount of fifty dollars ($50) or more must be accompanied by a receipt in order to receive reimbursement. (see subsection above)Payments shall be due and payable within thirty (30) calendar days after provision and acceptance of Services or thirty (30) calendar days after receipt of properly prepared invoices, whichever is later.

[Include the following subsection only when Vendor indicated minority or women’s business enterprise participation in its Response and Schedule C – MWBE Certification is attached.]


With each invoice Vendor shall provide an Affidavit of Amounts Paid specifying the amounts paid to each certified MWBE under the Contract, as set forth in Section below. Purchaser shall pay maintenance and support charges on an annual basis. Payment of maintenance service/support of less than one (1) month’s duration shall be prorated at 1/30th of the basic monthly maintenance charges for each calendar day.

Incorrect or incomplete invoices will be returned by Purchaser to Vendor for correction and reissue.

The Purchaser Contract number RFP IT205 and SOW number SOW IT205 must appear on all bills of lading, packages, and correspondence relating to this Contract.

Purchaser shall not honor drafts, nor accept goods on a sight draft basis.

If Purchaser fails to make timely payment, Vendor may invoice Purchaser one percent (1%) per month on the amount overdue or a minimum of one dollar ($1). Payment will not be considered late if payment is deposited electronically in Vendor’s bank account or if a check or warrant is postmarked within thirty (30) calendar days of acceptance of the Services or receipt of Vendor’s properly prepared invoice, whichever is later.

Overpayments to Vendor

Vendor shall refund to Purchaser the full amount of any erroneous payment or overpayment under this Contract within thirty (30) days written notice. If Vendor fails to make timely refund, Purchaser may charge Vendor one percent (1%) per month on the amount due, until paid in full.

Vendor’s Responsibilities

This section will be developed based on the RFP and Vendor’s response.

Purchased Services and Statement of Work

This section will be developed based on the RFP and Vendor’s response.

All Services shall be performed pursuant to the terms of this Contract and shall be documented in an SOW established between Purchaser and Vendor.


The SOW shall at a minimum: [add any other items applicable to the SOW]

Reference this Contract number RFP IT205;

Define project or task objectives;

Describe the scope of Services or work to be performed;

Identify deliverables;

Specify a timeline and period of performance;

Specify compensation and payment, e.g., the hourly rate and total Vendor hours to be provided or the fixed price for a deliverable, (whichever is applicable), total cost of the project, and reimburseable Vendor expenses;

Describe Vendor’s roles and responsibilities and identify specific Vendor staff;

Describe Purchaser’s roles and responsibilities;

Provide signature block for both parties.The terms and conditions of any SOW cannot conflict with the terms and conditions of this Contract. In the event of any conflict, the Contract shall prevail.

Commencement of Work

No work shall be performed by Vendor until an SOW is executed by Vendor and Purchaser and is received by Vendor.


Ownership/Rights in DataPurchaser and Vendor agree that all data and work products (collectively called “Work Product”) produced pursuant to this Contract shall be considered work made for hire under the U.S. Copyright Act, 17 U.S.C. §101 et seq, and shall be owned by Purchaser. Vendor is hereby commissioned to create the Work Product. Work Product includes, but is not limited to, discoveries, formulae, ideas, improvements, inventions, methods, models, processes, techniques, findings, conclusions, recommendations, reports, designs, plans, diagrams, drawings, Software, databases, documents, pamphlets, advertisements, books, magazines, surveys, studies, computer programs, films, tapes, and/or sound reproductions, to the extent provided by law. Ownership includes the right to copyright, patent, register and the ability to transfer these rights and all information used to formulate such Work Product.If for any reason the Work Product would not be considered a work made for hire under applicable law, Vendor assigns and transfers to Purchaser the entire right, title and interest in and to all rights in the Work Product and any registrations and copyright applications relating thereto and any renewals and extensions thereof.Vendor shall execute all documents and perform such other proper acts as Purchaser may deem necessary to secure for Purchaser the rights pursuant to this section.Vendor shall not use or in any manner disseminate any Work Product to any third party, or represent in any way Vendor ownership in any Work Product, without the prior written permission of Purchaser. Vendor shall take all reasonable steps necessary to ensure that its agents, employees, or Subcontractors shall not copy or disclose, transmit or perform any Work Product or any portion thereof, in any form, to any third party.Material that is delivered under this Contract, but that does not originate therefrom (“Preexisting Material”), shall be transferred to Purchaser with a nonexclusive, royalty-free, irrevocable license to publish, translate, reproduce, deliver, perform, display, and dispose of such Preexisting Material, and to authorize others to do so except that such license shall be limited to the extent to which Vendor has a right to grant such a license. Vendor shall exert all reasonable effort to advise Purchaser at the time of delivery of Preexisting Material furnished under this Contract, of all known or potential infringements of publicity, privacy or of intellectual property contained therein and of any portion of such document which was not produced in the performance of this Contract. Vendor agrees to obtain, at its own expense, express written consent of the copyright holder for the inclusion of Preexisting Material. Purchaser shall receive prompt written notice of each notice or claim of copyright infringement or infringement of other intellectual property right worldwide received by Vendor with respect to any Preexisting Material delivered under this Contract. Purchaser shall have the right to modify or remove any restrictive markings placed upon the Preexisting Material by Vendor.

Site Security

While on Purchaser’s premises, Vendor, its agents, employees, or Subcontractors shall conform in all respects with physical, fire, or other security regulations.

Vendor Commitments, Warranties and Representations

Any written commitment by Vendor within the scope of this Contract shall be binding upon Vendor. Failure of Vendor to fulfill such a commitment may constitute breach and shall render Vendor liable for damages under the terms of this Contract. For purposes of this section, a commitment by Vendor includes: (i) Prices, discounts, and options committed to remain in force over a specified period of time; and (ii) any warranty or representation made by Vendor in its Response or contained in any Vendor or manufacturer publications, written materials, schedules, charts, diagrams, tables, descriptions, other written representations, and any other communication medium accompanying or referred to in its Response or used to effect the sale to Purchaser.


Minority and Women’s Business Enterprise (MWBE) Participation

[Include this section only when Vendor indicated minority or women’s business enterprise participation in its Response and Schedule C – MWBE Certification is attached. If this section is not used, delete subsection above and Schedule C.]

With each invoice for payment and within thirty (30) days of Purchaser Contract Administrator’s request, Vendor shall provide Purchaser an Affidavit of Amounts Paid. The Affidavit of Amounts Paid shall either state that Vendor still maintains its MWBE certification, or state that its Subcontractor(s) still maintain(s) its/their MWBE certification(s) and specify the amounts paid to each certified MWBE Subcontractor under this Contract. Vendor shall maintain records supporting the Affidavit of Amounts Paid in accordance with this Contract’s Review of Vendor’s Records section.


Protection of Purchaser’s Confidential InformationVendor acknowledges that some of the material and information that may come into its possession or knowledge in connection with this Contract or its performance may consist of information that is exempt from disclosure to the public or other unauthorized persons under either chapter 42.17 RCW or other state or federal statutes (“Confidential Information”). Confidential Information includes, but is not limited to, names, addresses, Social Security numbers, e-mail addresses, telephone numbers, financial profiles, credit card information, driver’s license numbers, medical data, law enforcement records, agency source code or object code, agency security data, or information identifiable to an individual that relates to any of these types of information. Vendor agrees to hold Confidential Information in strictest confidence and not to make use of Confidential Information for any purpose other than the performance of this Contract, to release it only to authorized employees or Subcontractors requiring such information for the purposes of carrying out this Contract, and not to release, divulge, publish, transfer, sell, disclose, or otherwise make the information known to any other party without Purchaser’s express written consent or as provided by law. Vendor agrees to release such information or material only to employees or Subcontractors who have signed a nondisclosure agreement, the terms of which have been previously approved by Purchaser. Vendor agrees to implement physical, electronic, and managerial safeguards to prevent unauthorized access to Confidential Information. Immediately upon expiration or termination of this Contract, Vendor shall, at Purchaser’s option: (i) certify to Purchaser that Vendor has destroyed all Confidential Information; or (ii) return all Confidential Information to Purchaser; or (iii) take whatever other steps Purchaser requires of Vendor to protect Purchaser’s Confidential Information.Vendor shall maintain a log documenting the following: the Confidential Information received in the performance of this Contract; the purpose(s) for which the Confidential Information was received; who received, maintained and used the Confidential Information; and the final disposition of the Confidential Information. Vendor’s records shall be subject to inspection, review or audit in accordance with Review of Vendor’s Records.Purchaser reserves the right to monitor, audit, or investigate the use of Confidential Information collected, used, or acquired by Vendor through this Contract. The monitoring, auditing, or investigating may include, but is not limited to, salting databases.Violation of this section by Vendor or its Subcontractors may result in termination of this Contract and demand for return of all Confidential Information, monetary damages, or penalties.

Contract Administration

Legal NoticesAny notice or demand or other communication required or permitted to be given under this Contract or applicable law shall be effective only if it is in writing and signed by the applicable party, properly addressed, and either delivered in person, or by a recognized courier service, or deposited with the United States Postal Service as first-class mail, postage prepaid, certified mail, return receipt requested, via facsimile or by electronic mail, to the parties at the addresses and fax number, 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 Vendor at: To Purchaser at:

[Vendor] State of WashingtonThe Evergreen State College

Attn: Attn: Marshall Robinson[Vendor address] 2700 Evergreen Pkwy NW

Olympia, WA 98505


Phone: Phone: 360-867-5068Fax: Fax: 360-867-6660E-mail: E-mail: [email protected]

Notices shall be effective upon receipt or four (4) Business Days after mailing, whichever is earlier. The notice address as provided herein may be changed by written notice given as provided above.In the event that a subpoena or other legal process commenced by a third party in any way concerning the Services provided pursuant to this Contract is served upon Vendor or Purchaser, such party agrees to notify the other party in the most expeditious fashion possible following receipt of such subpoena or other legal process. Vendor and Purchaser further agree to cooperate with the other party in any lawful effort by the other party to contest the legal validity of such subpoena or other legal process commenced by a third party.

Purchaser Project Manager

Purchaser shall appoint Tony Alfonso who will be the Purchaser Project Manager for this Contract and will provide oversight of the activities conducted hereunder. Purchaser Project Manager will be the principal contact for Vendor concerning business activities under this Contract. Purchaser shall notify Vendor, in writing, when there is a new Purchaser Project Manager assigned to this Contract.

Vendor Account Manager

Vendor shall appoint an Account Manager for Purchaser’s account under this Contract who will provide oversight of Vendor activities conducted hereunder. Vendor’s Account Manager will be the principal point of contact for Purchaser concerning Vendor’s performance under this Contract. Vendor shall notify Purchaser Contract Administrator and Purchaser [Project or Business] Manager, in writing, when there is a new Vendor Account Manager assigned to this Contract. The Vendor Account Manager information is:

Vendor Account Manager: Address:Phone: Fax: E-mail:


Section Headings, Incorporated Documents and Order of PrecedenceThe headings used herein are inserted for convenience only and shall not control or affect the meaning or construction of any of the sections.Each of the documents listed below is, by this reference, incorporated into this Contract as though fully set forth herein.

Schedules A, and B

Evergreen’s RFP IT205 dated [date];

Vendor’s Response to Evergreen’s RFP IT205 dated [date];

Any SOW entered into pursuant to this Contract;

The terms and conditions contained on Purchaser’s purchase documents, if used; and

All Vendor or manufacturer publications, written materials and schedules, charts, diagrams, tables, descriptions, other written representations and any other supporting materials Vendor made available to Purchaser and used to effect the sale of Services to Purchaser. In the event of any inconsistency in this Contract, the inconsistency shall be resolved in the following order of precedence:

Applicable federal and state statutes, laws, and regulations;

Sections of this Contract;

Schedule A;

Evergreen’s RFP IT205 dated [date];

Any SOW entered into pursuant to this Contract;

Vendor’s Response to Evergreen’s RFP IT205 dated [date];

The terms and conditions contained on Purchaser’s order documents, if used; and

All Vendor or manufacturer publications, written materials and schedules, charts, diagrams, tables, descriptions, other written representations and any other supporting materials Vendor made available to Purchaser and used to effect the sale of Services to Purchaser.

Entire Agreement

This Contract sets forth the entire agreement between the parties with respect to the subject matter hereof and except as provided in the section titled Vendor Commitments, Warranties and Representations, understandings, agreements, representations, or warranties not contained in this Contract or a written amendment hereto shall not be binding on either party. Except as provided herein, no alteration of any of the terms, conditions, delivery, Price,


quality, or Specifications of this Contract will be effective without the written consent of both parties.

Authority for Modifications and Amendments

No modification, amendment, alteration, addition, or waiver of any section or condition of this Contract or any SOW under this Contract shall be effective or binding unless it is in writing and signed by Purchaser and Vendor Contracting Officers. Only Purchaser Contracting Officer shall have the express, implied, or apparent authority to alter, amend, modify, add, or waive any section or condition of this Contract or SOW on behalf of Purchaser.

Independent Status of Vendor

In the performance of this Contract, the parties will be acting in their individual, corporate or governmental capacities and not as agents, employees, partners, joint 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. Vendor shall not make any claim of right, privilege or benefit which would accrue to an employee under chapter 41.06 RCW or Title 51 RCW.

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. However, if the Uniform Computer Information Transactions Act (UCITA) or any substantially similar law is enacted as part of the law of the state of Washington, said statute will not govern any aspect of this Contract or any license granted hereunder, and instead the law as it existed prior to such enactment will govern. The jurisdiction for any action hereunder shall be exclusively in the Superior Court for the state of Washington. The venue of any action hereunder shall be in the Superior Court for Thurston County, Washington.

Subcontractors

Vendor may, with prior written permission from Purchaser Contracting Officer, which consent shall not be unreasonably withheld, enter into subcontracts with third parties for its performance of any part of Vendor’s duties and obligations. In no event shall the existence of a subcontract operate to release or reduce the liability of Vendor to Purchaser for any breach in the performance of Vendor’s duties. For purposes of this Contract, Vendor agrees that all Subcontractors shall be held to be agents of Vendor. Vendor shall be liable for any loss or damage to Purchaser, including but not limited to personal injury, physical loss, harassment of Purchaser employee, or violations of the Patent and Copyright Indemnification, Protection of Purchaser’s Confidential Information, and Ownership/Rights in Data sections of this Contract occasioned by the acts or omissions of Vendor’s Subcontractors, their agents or employees. The Patent and Copyright Indemnification, Protection of Purchaser’s Confidential Information, Ownership/Rights in Data, Publicity and Review of Vendor’s Records sections of this Contract shall apply to all Subcontractors.


AssignmentWith the prior written consent of Purchaser Contracting Officer, which consent shall be at Purchaser’s sole option, Vendor may assign this Contract including the proceeds hereof, provided that such assignment shall not operate to relieve Vendor of any of its duties and obligations hereunder, nor shall such assignment affect any remedies available to Purchaser that may arise from any breach of the sections of this Contract, Statements of Work, or warranties made herein including but not limited to, rights of setoff.Purchaser may assign this Contract or Statements of Work to any public agency, commission, board, or the like, within the political boundaries of the state of Washington, provided that such assignment shall not operate to relieve Purchaser of any of its duties and obligations hereunder.

PublicityThe award of this Contract to Vendor is not in any way an endorsement of Vendor or Vendor’s Services by Purchaser and shall not be so construed by Vendor in any advertising or other publicity materials. Vendor agrees to submit to Purchaser, all advertising, sales promotion, and other publicity materials relating to this Contract and Services furnished by Vendor wherein Purchaser’s name is mentioned, language is used, or Internet links are provided from which the connection of Purchaser’s name therewith may, in Purchaser’s judgment, be inferred or implied. Vendor further agrees not to publish or use such advertising, sales promotion materials, publicity or the like through print, voice, the World Wide Web, and other communication media in existence or hereinafter developed without the express written consent of Purchaser prior to such use.

Review of Vendor’s RecordsVendor and its Subcontractors shall maintain books, records, documents and other evidence relating to this Contract, including but not limited to Minority and Women’s Business Enterprise participation, protection and use of Purchaser’s Confidential Information, and accounting procedures and practices which sufficiently and properly reflect all direct and indirect costs of any nature invoiced in the performance of this Contract. Vendor shall retain all such records for six (6) years after the expiration or termination of this Contract. Records involving matters in litigation related to this Contract shall be kept for either one (1) year following the termination of litigation, including all appeals, or six (6) years from the date of expiration or termination of this Contract, whichever is later.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 Purchaser’s Contract Administrator and/or the Office of the State Auditor and federal officials so authorized by law, rule, regulation or contract, when applicable, at no additional cost to the State. During this Contract’s term, Vendor shall provide access to these items within Thurston County. Vendor shall be responsible for any audit exceptions or disallowed costs incurred by Vendor or any of its Subcontractors.Vendor shall incorporate in its subcontracts this section’s records retention and review requirements. It is agreed that books, records, documents, and other evidence of accounting procedures and practices related to Vendor’s cost structure, including overhead, general and administrative expenses, and profit factors shall be excluded from Purchaser’s review unless the cost or any other material issue under this Contract is calculated or derived from these factors.

Right of InspectionVendor shall provide right of access to its facilities to Purchaser, or any of Purchaser’s officers, or to any other authorized agent or official of the state of Washington or the federal government, at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this Contract.


General Provisions

Patent and Copyright IndemnificationVendor, at its expense, shall defend, indemnify, and save Purchaser harmless from and against any claims against Purchaser that any Product or Work Product supplied hereunder, or Purchaser’s use of the Product or Work Product within the terms of this Contract, infringes any patent, copyright, utility model, industrial design, mask work, trade secret, trademark, or other similar proprietary right of a third party worldwide. Vendor shall pay all costs of such defense and settlement and any penalties, costs, damages and attorneys’ fees awarded by a court or incurred by Purchaser provided that Purchaser:

Promptly notifies Vendor in writing of the claim, but Purchaser’s failure to provide timely notice shall only relieve Vendor from its indemnification obligations if and to the extent such late notice prejudiced the defense or resulted in increased expense or loss to Vendor; and

Cooperates with and agrees to use its best efforts to encourage the Office of the Attorney General of Washington to grant Vendor sole control of the defense and all related settlement negotiations.If such claim has occurred, or in Vendor’s opinion is likely to occur, Purchaser agrees to permit Vendor, at its option and expense, either to procure for Purchaser the right to continue using the Product or Work Product or to replace or modify the same so that they become noninfringing and functionally equivalent. If use of the Product or Work Product is enjoined by a court and Vendor determines that none of these alternatives is reasonably available, Vendor, at its risk and expense, will take back the Product or Work Product and provide Purchaser a refund. In the case of Work Product, Vendor shall refund to Purchaser the entire amount Purchaser paid to Vendor for Vendor’s provision of the Work Product. In the case of Product, Vendor shall refund to Purchaser its depreciated value. No termination charges will be payable on such returned Product, and Purchaser will pay only those charges that were payable prior to the date of such return. Depreciated value shall be calculated on the basis of a useful life of four (4) years commencing on the date of purchase and shall be an equal amount per year over said useful life. The depreciation for fractional parts of a year shall be prorated on the basis of three hundred sixty-five (365) days per year. In the event the Product has been installed less than one (1) year, all costs associated with the initial installation paid by Purchaser shall be refunded by Vendor.

Vendor has no liability for any claim of infringement arising solely from:

Vendor’s compliance with any designs, specifications or instructions of Purchaser;

Modification of the Product or Work Product by Purchaser or a third party without the prior knowledge and approval of Vendor; or

Use of the Product or Work Product in a way not specified by Vendor;

unless the claim arose against Vendor’s Product or Work Product independently of any of these specified actions.

Save Harmless

Vendor shall defend, indemnify, and save Purchaser harmless from and against any claims, including reasonable attorneys’ fees resulting from such claims, by third parties for any or all injuries to persons or damage to property of such third parties arising from intentional, willful or negligent acts or omissions of Vendor, its officers, employees, or agents, or Subcontractors,


their officers, employees, or agents. Vendor’s obligation to defend, indemnify, and save Purchaser harmless shall not be eliminated or reduced by any alleged concurrent Purchaser negligence.


InsuranceVendor shall, during the term of this Contract, maintain in full force and effect, the insurance described in this section. Vendor 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. In the event of cancellation, non-renewal, revocation or other termination of any insurance coverage required by this Contract, Vendor shall provide written notice of such to Purchaser within one (1) Business Day of Vendor’s receipt of such notice. Failure to buy and maintain the required insurance may, at Purchaser’s sole option, result in this Contract’s termination.The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories:

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;

In the event that services delivered pursuant to this contract involve the use of vehicles or the transportation of clients, 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, will be required;

Employers Liability insurance covering the risks of Vendor’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;

Umbrella policy providing excess limits over the primary policies in an amount not less than $3 million;

Professional Liability Errors and Omissions, with a deductible not to exceed $25,000, conditioned upon subsection below, and coverage of not less than $1 million per occurrence/$2 million general aggregate; and

Crime Coverage with a deductible not to exceed $1 million, conditioned upon subsection below, and coverage of not less than $5 million single limit per occurrence and $10 million in the aggregate, which shall at a minimum cover occurrences falling in the following categories: Computer Fraud; Forgery; Money and Securities; and Employee Dishonesty.For Professional Liability Errors and Omissions coverage and Crime Coverage, Vendor shall: (i) continue such coverage for six (6) years beyond the expiration or termination of this Contract, naming Purchaser as an additional insured and providing Purchaser with certificates of insurance on an annual basisVendor shall pay premiums on all insurance policies. Such insurance policies shall name Purchaser as an additional insured on all general liability, automobile liability, and umbrella policies. Such policies shall also reference this Contract number RFP IT205 and shall have a condition that they not be revoked by the insurer until forty-five (45) calendar days after notice of intended revocation thereof shall have been given to Purchaser by the insurer.All insurance provided by Vendor 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.


Vendor 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 Vendor’s liability or responsibility.Vendor shall furnish to Purchaser copies of certificates of all required insurance within thirty (30) calendar days of this Contract’s Effective Date, and copies of renewal certificates of all required insurance within thirty (30) days after the renewal date. These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at Purchaser’s sole option, result in this Contract’s termination.By requiring insurance herein, Purchaser does not represent that coverage and limits will be adequate to protect Vendor. Such coverage and limits shall not limit Vendor’s liability under the indemnities and reimbursements granted to Purchaser in this Contract.

Risk of Loss and Surety BondVendor will be responsible for full risk of loss for any funds received for payments on behalf of Evergreen until deposited to the specified Evergreen bank account(s).

In the event that the Vendor receives funds for payments on behalf of Evergreen, Vendor must provide proof of purchase of a bond from a licensed surety, A-7 or better, naming Evergreen as the beneficiary and documenting the extent of liability coverage, initially in the amount of $1 million. Such coverage shall remain in effect throughout the term of this contract and any optional years. The amount of the bond shall be reviewed periodically, no less than annually, to ensure adequate protection for Evergreen funds. Vendor will increase its liability coverage to the amount determined and provide proof of such increased insurance to Evergreen within ten (10) days of an increase. Evergreen will require the amount of the bond to be twice the highest one-day transaction dollar amount. Vendor will send monthly reports of the daily transaction dollar amounts to Evergreen.

Industrial Insurance Coverage

[If Vendor has operations in Washington, include this section. If Vendor has no operations in Washington, do not include this section.]

Prior to performing work under this Contract, Vendor shall provide or purchase industrial insurance 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. Purchaser will not be responsible for payment of industrial insurance premiums or for any other claim or benefit for Vendor, or any Subcontractor or employee of Vendor, which might arise under the industrial insurance laws during the performance of duties and services under this Contract.

Licensing Standards

Vendor shall comply with all applicable local, state, and federal licensing, accreditation and registration requirements and standards necessary in the performance of this Contract. (See, for example, chapter 19.02 RCW for state licensing requirements and definitions.)


Antitrust Violations

Vendor and Purchaser recognize that, in actual economic practice, overcharges resulting from antitrust violations are usually borne by Purchaser. Therefore, Vendor hereby assigns to Purchaser 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 Purchaser resulting from antitrust violations commencing after the date of the bid, quotation, or other event establishing the Price under this Contract.

Compliance with Civil Rights Laws

During the performance of this Contract, Vendor 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 Vendor’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 under the Termination for Default sections, and Vendor may be declared ineligible for further contracts with Purchaser.

Severability

If any term or condition of this Contract or the application thereof 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.

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.


Treatment of AssetsTitle to all property furnished by Purchaser shall remain in Purchaser. Title to all property furnished by Vendor, for which Vendor is entitled to reimbursement, other than rental payments, under this Contract, shall pass to and vest in Purchaser pursuant to the Ownership/Rights in Data section. As used in this section Treatment of Assets, if the “property” is Vendor’s proprietary, copyrighted, patented, or trademarked works, only the applicable license, not title, is passed to and vested in Purchaser.Any Purchaser property furnished to Vendor shall, unless otherwise provided herein or approved by Purchaser, be used only for the performance of this Contract.Vendor shall be responsible for any loss of or damage to property of Purchaser that results from Vendor’s negligence or that results from Vendor’s failure to maintain and administer that property in accordance with sound management practices.Upon loss or destruction of, or damage to any Purchaser property, Vendor shall notify Purchaser thereof and shall take all reasonable steps to protect that property from further damage.Vendor shall surrender to Purchaser all Purchaser property prior to completion, termination, or cancellation of this Contract.All reference to Vendor under this section shall also include Vendor’s employees, agents, or Subcontractors.

Vendor’s Proprietary InformationAll information received in response to this RFP, including copyrighted material, is deemed public information and will be made available for public viewing and copying upon completion of the RFP process. Any documents or information which the vendor believes is exempt from public disclosure pursuant to Chapter 42.17.310 RCW shall be clearly identified by vendor and placed in a separate envelope marked with proposal number, vendor's name, and the words "proprietary data" along with a statement of the basis for such claim of exemption. Evergreen's sole responsibility shall be limited to maintaining the above data in a secure area and to notify vendor of any request(s) for disclosure within a period of five (5) years from date of award. Failure to so label such materials or failure to provide a timely response after notice of request for public disclosure has been given shall be deemed a waiver by the vendor of any claim that such materials are, in fact, so exempt. An assertion by a vendor that an entire volume of its proposal is exempt from disclosure will not be honored.

Disputes and Remedies

Disputes

In the event a dispute arises under this Contract, it shall be handled by a Dispute Resolution Panel in the following manner. Each party to this Contract shall appoint one member to the Panel. These two appointed members shall jointly appoint an additional member. The Dispute Resolution Panel shall review the facts, Contract terms and applicable statutes and rules and make a determination of the dispute as quickly as reasonably possible. The determination of the Dispute Resolution Panel shall be final and binding on the parties hereto. Purchaser and Vendor agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this Contract that are not affected by the dispute.


In the event a bona fide dispute concerning a question of fact arises between Purchaser and Vendor and it cannot be resolved between the parties, either party may initiate the dispute resolution procedure provided herein.The initiating party shall reduce its description of the dispute to writing and deliver it to the responding party. The responding party shall respond in writing within three (3) Business Days. The initiating party shall have three (3) Business Days to review the response. If after this review a resolution cannot be reached, both parties shall have three (3) Business Days to negotiate in good faith to resolve the dispute.

If the dispute cannot be resolved after three (3) Business Days, a Dispute Resolution Panel may be requested in writing by either party who shall also identify the first panel member. Within three (3) Business Days of receipt of the request, the other party will designate a panel member. Those two panel members will appoint a third individual to the Dispute Resolution Panel within the next three (3) Business Days.

The Dispute Resolution Panel will review the written descriptions of the dispute, gather additional information as needed, and render a decision on the dispute in the shortest practical time.

Each party shall bear the cost for its panel member and share equally the cost of the third panel member.Both parties agree to be bound by the determination of the Dispute Resolution Panel. Both parties agree to exercise good faith in dispute resolution and to settle disputes prior to using a Dispute Resolution Panel whenever possible.Purchaser and Vendor agree that, the existence of a dispute notwithstanding, they will continue without delay to carry out all their respective responsibilities under this Contract that are not affected by the dispute.If the subject of the dispute is the amount due and payable by Purchaser for Services being provided by Vendor, Vendor shall continue providing Services pending resolution of the dispute provided Purchaser pays Vendor the amount Purchaser, in good faith, believes is due and payable, and places in escrow the difference between such amount and the amount Vendor, in good faith, believes is due and payable.

Attorneys’ Fees and CostsIf any litigation is brought to enforce any term, condition, or section of this Contract, or as a result of this Contract in any way, the prevailing party shall be awarded its reasonable attorneys’ fees together with expenses and costs incurred with such litigation, including necessary fees, costs, and expenses for services rendered at both trial and appellate levels, as well as subsequent to judgment in obtaining execution thereof.In the event that the parties engage in arbitration, mediation or any other alternative dispute resolution forum to resolve a dispute in lieu of litigation, both parties shall share equally in the cost of the alternative dispute resolution method, including cost of mediator or arbitrator. In addition, each party shall be responsible for its own attorneys’ fees incurred as a result of the alternative dispute resolution method.

Non-Exclusive Remedies

The remedies provided for in this Contract shall not be exclusive but are in addition to all other remedies available under law.


Failure to Perform

If Vendor fails to perform any substantial obligation under this Contract, Purchaser shall give Vendor written notice of such Failure to Perform. If after thirty (30) calendar days from the date of the written notice Vendor still has not performed, then Purchaser may withhold all monies due and payable to Vendor, without penalty to Purchaser, until such Failure to Perform is cured or otherwise resolved.


Limitation of LiabilityThe parties agree that neither Vendor nor Purchaser shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except a claim related to bodily injury or death, or a claim or demand based on patent, copyright, or other intellectual property right infringement, in which case liability shall be as set forth elsewhere in this Contract. This section does not modify any sections regarding liquidated damages or any other conditions as are elsewhere agreed to herein between the parties. The damages specified in the sections titled Termination for Default and Review of Vendor’s Records are not consequential, incidental, indirect, or special damages as that term is used in this section.Neither Vendor nor Purchaser shall be liable for damages arising from causes beyond the reasonable control and without the fault or negligence of either Vendor or Purchaser. Such causes may include, but are not restricted to, acts of God or of the public enemy, acts of a governmental body other than Purchaser acting in either its sovereign or contractual capacity, war, explosions, fires, floods, earthquakes, epidemics, quarantine restrictions, strikes, freight embargoes, and unusually severe weather; but in every case the delays must be beyond the reasonable control and without fault or negligence of Vendor, Purchaser, or their respective Subcontractors.If delays are caused by a Subcontractor without its fault or negligence, Vendor shall not be liable for damages for such delays, unless the Services to be performed were obtainable on comparable terms from other sources in sufficient time to permit Vendor to meet its required performance schedule.Neither party shall be liable for personal injury to the other party or damage to the other party’s property except personal injury or damage to property proximately caused by such party’s respective fault or negligence.

Contract Termination

Termination for DefaultIf either Purchaser or Vendor violates any material term or condition of this Contract or fails to fulfill in a timely and proper manner its obligations under this Contract, then the aggrieved party shall give the other party written notice of such failure or violation. The responsible party will correct the violation or failure within thirty (30) calendar days or as otherwise mutually agreed in writing. If the failure or violation is not corrected, this Contract may be terminated immediately by written notice from the aggrieved party to the other party. The option to terminate shall be at the sole discretion of the aggrieved party. Purchaser reserves the right to suspend all or part of the Contract, withhold further payments, or prohibit Vendor from incurring additional obligations of funds during investigation of any alleged Vendor compliance breach and pending corrective action by Vendor or a decision by Purchaser to terminate the Contract.In the event of termination of this Contract by Purchaser, Purchaser shall have the right to procure the Services that are the subject of this Contract on the open market and Vendor shall be liable for all damages, including, but not limited to: (i) the cost difference between the original Contract price for the Services and the replacement costs of such Services acquired from another Vendor; (ii) if applicable, all administrative costs directly related to the replacement of this Contract, such as costs of competitive bidding, mailing, advertising, applicable fees, charges or penalties, staff time costs; and, (iii) any other costs to Purchaser resulting from Vendor’s breach. Purchaser shall have the right to deduct from any monies due to Vendor, or that thereafter become due, an amount for damages that Vendor will owe Purchaser for Vendor’s default.If the Failure to Perform is without the defaulting party’s control, fault, or negligence, the termination shall be deemed to be a Termination for Convenience.This section shall not apply to any failure(s) to perform that results from the willful or negligent acts or omissions of the aggrieved party.

Termination for Convenience


When, at the sole discretion of Purchaser, it is in the best interest of the State, Purchaser Contracting Officer may terminate this Contract, including all Statement(s) of Work, in whole or in part, by fourteen (14) calendar day written notice to Vendor. If this Contract is so terminated, Purchaser is liable only for payments required by the terms of this Contract or any SOW for Services received and accepted by Purchaser prior to the effective date of termination.

Termination for Withdrawal of Authority

In the event that Purchaser’s authority 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, Purchaser may terminate this Contract by seven (7) calendar days written notice to Vendor. No penalty shall accrue to Purchaser in the event this section shall be exercised. This section shall not be construed to permit Purchaser to terminate this Contract in order to acquire similar Services from a third party.

Termination for Non-Allocation of Funds

If funds are not allocated to Purchaser to continue this Contract in any future period, Purchaser may terminate this Contract by seven (7) calendar days written notice to Vendor or work with Vendor to arrive at a mutually acceptable resolution of the situation. Purchaser will not be obligated to pay any further charges for Services including the net remainder of agreed to consecutive periodic payments remaining unpaid beyond the end of the then-current period. Purchaser agrees to notify Vendor in writing of such non-allocation at the earliest possible time. No penalty shall accrue to Purchaser in the event this section shall be exercised. This section shall not be construed to permit Purchaser to terminate this Contract in order to acquire similar Services from a third party.

Termination for Conflict of Interest

Purchaser may terminate this Contract by written notice to Vendor if Purchaser determines, after due notice and examination, that any party has violated chapter 42.52 RCW, Ethics in Public Service, or any other laws regarding ethics in public acquisitions and procurement and performance of contracts. In the event this Contract is so terminated, Purchaser shall be entitled to pursue the same remedies against Vendor as it could pursue in the event Vendor breaches this Contract.


Termination Procedure In addition to the procedures set forth below, if Purchaser terminates this Contract, Vendor shall follow any procedures Purchaser specifies in Purchaser’s Notice of Termination.Upon termination of this Contract, Purchaser, in addition to any other rights provided in this Contract, may require Vendor to deliver to Purchaser any property or Work Product specifically produced or acquired for the performance of such part of this Contract as has been terminated. The section titled Treatment of Assets shall apply in such property transfer.Unless otherwise provided herein, Purchaser shall pay to Vendor the agreed-upon Price, if separately stated, for the Services received by Purchaser, provided that in no event shall Purchaser pay to Vendor an amount greater than Vendor would have been entitled to if this Contract had not been terminated. Failure to agree with such determination shall be a dispute within the meaning of the Disputes section of this Contract. Purchaser may withhold from any amounts due Vendor such sum as Purchaser determines to be necessary to protect Purchaser from potential loss or liability.Vendor shall pay amounts due Purchaser as the result of termination within thirty (30) calendar days of notice of the amounts due. If Vendor fails to make timely payment, Purchaser may charge interest on the amounts due at one percent (1%) per month until paid in full.

Covenant Against Contingent FeesVendor warrants that no person or selling agency has been employed or retained to solicit or secure this Contract upon any agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or a bona fide established commercial or selling agency of Vendor.In the event Vendor breaches this section, Purchaser shall have the right to either annul this Contract without liability to Purchaser or, in Purchaser’s discretion, deduct from payments due to Vendor, or otherwise recover from Vendor, the full amount of such commission, percentage, brokerage, or contingent fee.

TERMS AND CONDITIONS SPECIFIC TO WIPHE COOPERATIVE PURCHASES

Definitions:WIPHE: Washington Institutions of Public Higher Education who are signatories to the Interlocal Agreement for Cooperative Purchasing.

Lead Institution: The WIPHE member that has volunteered to conduct the solicitation/negotiation process on behalf of the WIPHE members (Evergreen).

Committed Participants: Those WIPHE members who respond affirmatively to the Lead Institution's request for participation, and whose estimated purchase volume will be included in the solicitation/negotiation documents. At this time there are no committed WIPHE participants other than Evergreen.

Potential Participants: All other WIPHE member institutions who are not committed participants. Potential participants may choose to use any contract awarded, provided the contractor will accept their participation.

No Exclusivity Implied: This RFP provides no exclusive arrangements for obtaining software by any WIPHE Institution which has not specifically been identified as a committed participant. Potential Participants may purchase software through their own processes for competitive procurement or via other cooperative purchasing arrangements at their disposal.


Contract Administration:Any resulting contract with another WIPHE institution shall be administered by the lead institution, the committed participants, and the potential participants in the following manner:

The terms and conditions contained in their entirety throughout this solicitation may not be altered unless provided in writing by the lead institution.

WIPHE Institutions may, at their sole option, individually negotiate only operational provisions specific to the needs of their institution. These would include agreed arrangements for such operational provisions as delivery, installation, service, and invoicing processes. Such negotiated changes shall not be binding on any other institution. These changes may, however, bind the vendor to providing similar arrangements to the other institutions pursuant to any “Best Customer” provisions of this document.

WIPHE Institutions shall individually be responsible for their obligations to the awarded vendor pursuant to any purchase associated with this agreement. Likewise, the vendor shall be responsible for their obligations to the WIPHE Institutions pursuant to this agreement. All reasonable efforts will be made by the vendor and the WIPHE Institutions to satisfy any breach of these obligations, or, disagreements arising between the individual WIPHE Institution and the vendor. Resolution may take several forms, including cancellation of specific arrangements between the vendor and the institution. Resolutions of any nature shall not have a binding effect on any other institution.

In the event a breach or disagreement cannot be resolved between the institution(s) and the vendor, either party may notify the lead institution and request the lead institution satisfy the dispute in accordance with this agreement, including any dispute resolution process identified within.

The lead institution may at any time act on behalf of any WIPHE Institution in resolving breach of contract or to settling disputes in accordance with this agreement.

Contract Documents: The vendor shall make copies of any contract resulting from this process available in its entirety to any WIPHE Institution expressing an interest in purchasing the software and/or services. The lead institution and the vendor agree that a summary of this agreement, including a phone number by which interested agencies may contact the vendor, may be placed on a public access electronic home page, bulletin board, fax on demand network, or other form of accessible medium.


Contract Execution

Authority to Bind

The signatories to this Contract represent that they have the authority to bind their respective organizations to this Contract.

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.

In Witness Whereof, the parties hereto, having read this Contract in its entirety, including all attachments, do agree in each and every particular and have thus set their hands hereunto.

This Contract is effective this _____day of ______________, 2___.

Approved ApprovedState of WashingtonThe Evergreen State College

[Vendor]

Signature Signature

John A. Hurley Ed.D.

Print or Type Name Date

Vice President for Finance and Administration

Print or Type Name Date

Title Title

Approved as to Form Vendor Information

State of Washington Vendor’s UBI Number:Office of the Attorney General

Minority or Woman Owned Business Signature

Yes No Print or Type Name (Certification Number)Assistant Attorney GeneralTitle Date


Schedule AAuthorized Services and Price List

as of [date]

forContract Number RFP IT205

with[Vendor]

[Vendor] is authorized to provide only the Services identified in this Schedule A at the Prices set forth in this Schedule A under this Contract.

[List information required to be included by the Vendor, e.g., Service categories and descriptions, Prices (hourly rates), and Products (if any), etc.]

State of Washington Schedule A Integrated Web-Payment SolutionThe Evergreen State College Contract # RFP IT205

Schedule BStatement of Work Template

The details of the specific Services, project or tasks should be negotiated by Purchaser and Vendor and memorialized in a Statement of Work (SOW). The Contract requires that the SOW reference the Contract number and address the following areas:

Project or Task Objectives

Scope and Description of Work, including Deliverables

Timeline and Period of Performance

Compensation and Payment

Vendor Staff, Roles and Responsibilities

Purchaser Staff, Roles and Responsibilities

Additional Terms and Conditions Specific to this SOW

Signature Block

State of Washington Schedule B Integrated Web-Payment SolutionThe Evergreen State College Contract # RFP IT205

Statement of Work SOW IT205to

Contract Number RFP IT205for

Integrated Web Payment Solution

This Statement of Work (SOW) is made and entered by and between Evergreen (“Purchaser”), and [Vendor] (“Vendor”), for a turn key Integrated web payment solution including, but not limited to, interface to Banner, installation, configuration, training, licenses fees, etc. This SOW incorporates by reference the terms and conditions of Contract Number RFP IT205 in effect between the Purchaser and Vendor. In case of any conflict between this SOW and the Contract, the Contract shall prevail. Purchaser and Vendor agree as follows:

Project or Task Objectives[Describe in detail the project or task objectives.]

Scope of Work and DeliverablesVendor shall provide Services and staff, and otherwise do all things necessary for or incidental to the performance of work, as set forth below:

[Describe in detail what work Vendor will perform. Identify all tasks, work elements and objectives of the SOW, and timeline for completion of the major elements of the project.]

Vendor shall produce [describe in detail what deliverables Vendor will produce].Timeline and Period of Performance

The period of performance for this project will start on [start date] and the work tasks are estimated to continue through [end date]. Purchaser has the right to extend or terminate this SOW at its sole discretion.

Compensation and PaymentPurchaser shall pay Vendor an amount not to exceed [________] dollars ($___) [specify

maximum dollar amount] for the performance of all activities necessary for or incidental to the performance of work as set forth in this SOW. Vendor’s compensation for services rendered shall be based on Vendor’s Prices as set forth in the Contract’s Schedule A, Authorized Services and Price List as follows:

[List detail of compensation to be paid, e.g., hourly rates, number of hours per task, unit prices, cost per task, cost per deliverable, etc.]

[Expenses are optional. Travel costs are the most common reimbursable expense. If no travel is expected, insert a statement to that effect, e.g. “All activities are expected to take place in the greater (fill in location) area, thus no travel expenses are expected or authorized.” If Purchaser agrees to reimburse travel costs, include the following language.]

Purchaser shall reimburse Vendor for travel and other expenses as identified in this SOW, or as authorized in writing, in advance by Purchaser in accordance with the current rules and regulations set forth in the Washington State Administrative and Accounting Manual (http://www.ofm.wa.gov/policy/poltoc.htm). No payment of travel expenses will be made to Vendor for routine travel to and from Purchaser’s location. Vendor shall provide a detailed itemization of expenses, including description, amounts and dates, and receipts for amounts of fifty dollars ($50) or


http://www.ofm.wa.gov/policy/poltoc.htm

more when requesting reimbursement. The amount reimbursed to Vendor is included in calculating the “not to exceed” amount specified above.

[If Vendor will be reimbursed for any other expenses, describe them and any cost limits in this section.]Vendor Staff, Roles and Responsibilities

[Identify Vendor staff who will be involved, naming individuals key to the project, and describe in detail their roles and responsibilities.]

Purchaser Staff, Roles and Responsibilities[Identify Purchaser staff who will be involved and describe in detail their roles and responsibilities.]

Additional Terms and Conditions Specific to this SOW[State additional terms and conditions specific to this SOW not found in Contract, if any.]

In Witness Whereof, the parties hereto, having read this SOW [YY-YY] to Contract Number [XXX-XXX-XXX] in its entirety, do agree thereto in each and every particular.

Approved Approved

[Purchaser] [Vendor]

Signature Signature

Print or Type Name Print or Type Name

Title Date

Title Date


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