State of Oregons3.amazonaws.com/coop-production/contract... · State of Oregon. COVER SHEET . Department of Administrative Services . State Procurement Office . On Behalf of . Member

State of Oregon

COVER SHEET

Department of Administrative Services State Procurement Office

On Behalf of

Member States of the Western State Contracting Alliance

and other Participants

Travel Booking Tool

REQUEST FOR PROPOSALS (RFP) 102-1057-12

Date of Issue: June 15, 2012

Proposal Due Date: August 28, 2012 July 17, 2012, 3:30 PM (Pacific) Issuing Office: DAS/State Procurement Office Single Point of Contact: Name: Tim Hay Address: 1225 Ferry Street SE U140 City, State, Zip Salem, OR 97301-4285 Phone (voice) 503-378-4650 Phone (fax) 503-373-1626 E-mail: [email protected]

RFP 102-1057-12 Travel Booking Tool Page 1 of 70

Table of Contents

SECTION 1: GENERAL INFORMATION 1.1 SUMMARY OVERVIEW ................................................................................................................... 1.2 SCHEDULE OF EVENTS ................................................................................................................... 1.3 DEFINITION OF TERMS .................................................................................................................. 1.4 SINGLE POINT OF CONTACT ....................................................................................................... SECTION 2: SOLICITATION PROCESS 2.1 PROCUREMENT AUTHORITY ...................................................................................................... 2.2 PROCUREMENT METHOD…………………………………………………………………. 2.3 PREPROPOSAL CONFERENCE…………………………………………………………… 2.4 ORPIN SYSTEM .................................................................................................................................. 2.5 REQUESTS FOR QUESTIONS/CLARIFICATIONS................................................................... 2.6 PROTEST OF SOLICITATION……………………………………………………………… 2.7 ADDENDA …………………………………………………………………………………….. SECTION 3: INSTRUCTIONS TO PROPOSER(S) 3.1 ACCEPTANCE PERIOD .................................................................................................................... 3.2 PROPOSAL SUBMISSION (GENERAL) ........................................................................................ 3.3 PROPOSAL SUBMISSION REQUIREMENTS (PASS/FAIL) ................................................... SECTION 4: EVALUATION 4.1 EVALUATION COMMITTEE .......................................................................................................... 4.2 EVALUATION AND SCORING CRITERIA ................................................................................. SECTION 5: INTENT TO AWARD 5.1 AWARD NOTIFICATION .................................................................................................................. 5.2 AWARD PROTEST .............................................................................................................................. SECTION 6: CONTRACT NEGOTIATIONS AND EXECUTION 6.1 CONTRACT NEGOTIATIONS ......................................................................................................... 6.2 CERTIFICATE OF INSURANCE……………………………………………………………… SECTION 7: ADDITIONAL INFORMATION FOR PROPOSER 7.1 GOVERNMENTAL ENTITIES…………………………………………………………… 7.2 OWNERSHIP OF MATERIALS……………………………………………………………… 7.3 COST AND DAMAGES……………………………………………………………….……… 7.4 CANCELLATION OR REJECTION OF PROPOSALS…………………………….……… 7.5 CONFIDENTIAL OR PROPRIETARY INFORMATION………………………………… 7.6 STATEWIDE EWASTE/RECOVERY POLICY…………………………………………… 7.7 RECYCLE PRODUCTS……………………………………………………………………… 7.8 CONTRACT AMENDMENTS………………………………………………………………. 7.9 RECIPROCAL PREFERENCE………………………………………………………………


ATTACHMENTS/EXHIBITS ATTACHMENT A. PROPOSER COVER PAGE ATTACHMENT B. PROPOSAL PRICING PAGE ATTACHMENT C. PROPOSER REFERENCE FORM ATTACHMENT D. REFERENCE QUESTIONAIRE ATTACHMENT E. MASTER SERVICE CONTRACT

EXHIBIT A. NASPO REGIONS EXHIBIT B. SCOPE OF SERVICES EXHIBIT C. PRICING EXHIBIT D. INSURANCE REQUIREMENTS EXHIBIT E. SOFTWARE LICENSE OR SUBSCRIPTION AGREEMENT EXHIBIT F. SERVICE LEVEL AGREEMENT EXHIBIT G. TRAVELER’S ON-LINE USE TERMS AND CONDITIONS EXHIBIT H. SAMPLE REPORT


SECTION 1: GENERAL INFORMATION

1.1 SUMMARY OVERVIEW: PURPOSE OF SOLICITATION: The purpose of the RFP is to establish a Service Contract for an online travel reservation and booking tool system (Booking Tool) and related fulfillment services. The State of Oregon (State), acting by and through the Department of Administrative Services, State Procurement Office (DAS SPO) conducts this solicitation for these services on behalf of the member states of the Western States Contracting Alliance (WSCA) and other Participants. Oregon is the Lead State for this RFP. WSCA and all other Participants do not guarantee to purchase any amount under the Master Service Contract to be awarded. Estimated quantities, if any, are for proposal purposes only and are not to be construed as a guarantee to purchase any amount. DAS SPO is looking for Proposers who offer a Booking Tool product and provide related fulfillment services. If a Proposer does not normally provide fulfillment services, Proposer may partner with a fulfillment provider to offer combined services. The Booking Tool will only display WSCA hotel and vehicle rental agreements (Properties and Contractors) and have options to display any WSCA future air services agreements. The State will award one contract to a single Proposer that offers both a Booking Tool product and fulfillment services. The initial term of Master Service Contract will be for 3 years, with an option to extend for additional terms. WSCA Background Information: The Western States Contracting Alliance (WSCA) is a cooperative group-contracting consortium for state government departments, institutions, institutions of higher education, agencies and political subdivisions (i.e., colleges, school districts, counties, cities, etc.,) for the States of Alaska, Arizona, California, Colorado, Hawaii, Idaho, Minnesota, Montana, Nevada, New Mexico, Oregon, South Dakota, Utah, Washington, and Wyoming. WSCA is a subset of the National Association of State Procurement Officials (NASPO). NASPO is a non-profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each of the 50 states, the District of Columbia and the territories of the United States. RFP BACKGROUND: The WSCA travel sourcing team which consists of travel managers and procurement officials from five states, led by the State of Oregon, developed a nationwide lodging program in 2010 called WSCA Lodging. WSCA Lodging is a program consisting of over 10,000 individual hotels that honor at or below General Services Administration (GSA) Per-Diem rates for any State or political subdivision employee in the United States. Some properties also offer last room availability and no black out dates. WSCA Lodging is available for use by Travelers from all 50 States. Currently, Travelers have the option of booking a room though an authorized travel agency, over the phone with the hotel or reservation center or through the online searchable database. The online searchable database is a SQL application wherein Travelers input the dates and location of travel, click submit, and the search results page is shown. The search results page was built to look like a typical hotel search engine. The database captures the search history and calculates the estimated rate of stay for the city searched. The estimated rate is based upon the GSA per-diem multiplied by the number of days searched. The search results page also contains amenity icons, a map-quest link, additional links for hotel and rate information and a link to the hotel website. The link to the hotel website contains a code to ensure the proper rate is charged and to capture the sales


information made across the website. Since this is only a database, the search results page does not show actual availability and actual rates being charged at the property level. About 50% of the hotels in WSCA Lodging are charging lower than per-diem rates. To see that information, Travelers need to click each hotel link to see the actual rate. 99% of the hotels participating in the WSCA Lodging are tied to a national flag and participate in the Global Distribution System. The national representative for each of the chains loads the rates into the GDS system each year. WSCA Lodging has its own GDS code “WZ2” that is available on Apollo/Galileo, Sabre, Amadeus and Worldspan. There are currently 500 to 1,000 searches per month on the database. To view the current searchable database, please visit www.wscalodging.org WSCA’s goal is to transfer the list of hotels from WSCA Lodging into an actual hotel search engine and Booking Tool and then retire the database. This goal will accomplish two shortfalls in the current program: 1) to obtain accurate availability and rate information without separate searches to each hotel website; and 2) to capture accurate booking information in the tool, vs. separate reports from the hotel chains. Additionally, the resulting Booking Tool is expected to display rates for WSCA’s price agreements with Hertz and Enterprise/National for nationwide vehicle rental services. The Travel Sourcing Team is exploring establishing agreements with air service providers. The Booking Tool will also display these contracted rates. The Booking Tool will be limited to display only WSCA contracted suppliers. SUMMARY OF PROPOSAL ELEMENTS: Below is a summary of mandatory and desirable elements. For a complete description of these requirements, refer to Section 8 of the RFP. SUMMARY OF MANDATORY REQUIREMENTS: Booking Tool requirements:

• Real time booking capabilities • Reservation booking is available through Global Distribution System (GDS) at non-

commissionable rates. • Limit the list of hotels to WSCA Lodging preferred properties only. Search list will randomly

rotate the order list of properties as searches are conducted. • Limit the list of vehicle providers to WSCA contracted suppliers. • Ability to add potential future WSCA contracted air suppliers. • Ability to show properties not part of the Global Distribution System • Ability to direct bookings to embedded or accommodated Travel Management Contractor (TMC). • Tool will have the ability to maintain profiles with a user log in. • Field for trip authorization number. • This tool will maintain Traveler profiles, with the capability of adding, changing or deleting profiles by

users. The tool will have the capability of saving trips or cloning trips. This tool will provide on-line user support and a printable user guide. This online booking tool will be on a secure website; password protected and will contain contains a ticket and payment authorization system. This booking tool will be available 24 hours per day with minimal down time. Contractor shall provide unlimited training via a


http://www.wscalodging.org/

webinar or other electronic means on the use and functionality of the online booking tool at Participating Entity’s locations at no additional charge to WSCA, the Travelers, or Participating Entity.

• Reservation confirmation screens • Reporting capabilities • Ability to update the tool with properties not included in the GDS.

Fulfillment Services

• Must provide fulfillment services for travel bookings. • Must provide reporting capabilities which include booking information and search information.

Information shall include city and state searched, dates of booking, the state travel is located in and general information on Traveler’s employer.

• Must accept all major credit cards. • Must have Airlines Reporting Corporation (ARC) and the International Air Transport Association

(IATA) certifications to provide fulfillment services. • Must provide support services for all completed reservations. • Must provide dedicated 24 hour toll free support phone line. • Must be able to conduct searches at no cost.

SUMMARY OF DESIRABLE FEATURES:

• This tool will maintain Traveler profiles, with the capability of adding, changing or deleting profiles by

users. • The tool will have the capability of saving trips or cloning trips. • Other value added features [e.g. Smart phone capabilities].

SUMMARY OF PRICE FACTORS: Price points will be determined by the lowest setup cost and the combined lowest per transaction cost for the Booking Tool and fulfillment services. Higher costs offered will receive a proportional lower amount of points. SUMMARY OF EVALUATION/SELECTION CRITERIA: DAS SPO will assign points for desirable features, and points for pricing. The two subtotals will be added for a final total. The evaluation committee will choose the top responsive and responsible Proposer for the Booking Tool and the top responsive and responsible Proposer for the fulfillment services who meets the qualifications outlined in this RFP. LIVE DEMOS: Top ranked Proposers will be required to conduct a live demonstration before the WSCA sourcing team. Proposer shall use existing customers as part of the demonstration. Proposer shall provide demonstration according to the script provided by the WSCA sourcing team. The Master Service Contract resulting from this procurement may be used by all Travelers from WSCA member states and their political subdivisions (such as city and county government, as well as public and institutions of higher education). The Services under this Master Service Contract also may be used by Travelers from any of the other 35 states and the District of Columbia.


1.2 SCHEDULE OF EVENTS: Event Date Time (Pacific Time) Solicitation Release 6/15/2012 See ORPIN Pre-Proposal Webinar 6/27/2012 1:00 PM Second Pre-Proposal Webinar Deadline for Receipt of Questions/Clarifications

8/06/2012 6/29/2012

9:00 AM 5:00 PM

Second Deadline for Receipt of Questions/Clarifications Deadline for Protest of Solicitation

8/09/2012 7/06/2012

12:00 PM 5:00 PM

Second Deadline for Protest of Solicitation Closing Date and Time for Submittals Demonstrations

8/13/2012 8/28/2012 7/17/2012 TBD

12:00 PM 3:30 PM

Posting of Notice of Intent to Award (approximate)

TBD See ORPIN

Protests of Award 7 days from Notice of Intent to Award

5:00 PM

Contract Execution (approximate)

TBD 9/01/2012 See ORPIN

1.3 DEFINITION OF TERMS: Unless otherwise indicated, the definitions in Attachment E, Section 1 are applicable to the entire RFP including a resulting Master Service Contract. The following definitions are applicable to this RFP and not applicable to a resulting Master Service Contract. “Addendum” means an addition to or deletion of, a material change in, or clarification of, the RFP. Addenda will be labeled as such, issued by DAS SPO, and will be made available to all interested Proposers as set forth in this RFP. “Closing Date and Time” means the date and time on or before which all Proposals must be submitted. “DAS SPO” means the Oregon Department of Administrative Services, State Procurement Office. “ORPIN” means the Oregon Procurement Information Network. “Proposal” means a firm offer submitted in response to a request for proposals. “Proposer” means a person, organization or governmental entity that submits a response to a request for proposals. “RFP” means Request for Proposal.


“State” means the State of Oregon “Successful Proposer” means the person, organization or governmental entity to which the notice of intent to award is issued.

1.4 SINGLE POINT OF CONTACT: DAS SPO designates the person identified on the cover sheet of this RFP as the only point of contact during this procurement process (“Single Point of Contact”). Proposers and interested persons shall direct to the Single Point of Contact all questions concerning the procurement process, technical requirements of this RFP, contractual requirements, changes, clarification, and protests, the award process, and any other questions that may arise related to this solicitation.

SECTION 2: SOLICITATION PROCESS

2. 1 PROCUREMENT AUTHORITY: DAS SPO is conducting this cooperative procurement pursuant to ORS 279A.200 - .225 and its authority under OAR 125-246-0170(3).

2.2 PROCUREMENT METHOD: DAS SPO intends to use the competitive sealed proposal method, pursuant to ORS 279A & B and OAR 125-247-0260. This will be a single step award Request for Proposal (RFP). Offers will be ranked in order from highest to lowest with scoring for the offer most advantageous for WSCA and its member states, based upon the Services offered, the price and the other criteria outlined in this RFP.

2.3 PRE-PROPOSAL CONFERENCE: Not Applicable

Applicable: A pre-Proposal conference will be held for this RFP. Proposer attendance at this conference is: Mandatory Voluntary

The pre-proposal conference will be conducted through a webinar. Please contact the Single Point of Contact for webinar instructions. The purpose of this conference is to explain the RFP requirements and to answer any questions Proposers may have. Statements made at the pre-proposal conference are not binding upon DAS SPO. Proposers are cautioned that the official RFP requirements will change only by written Addenda issued by DAS SPO as provided in subsection 2.7.1. This is a voluntary pre-proposal conference. Proposers are strongly encouraged to attend this conference.

2.4 ORPIN SYSTEM: 2.4.1 The Oregon Procurement Information Network (ORPIN) is the State’s electronic procurement network. RFPs, including all Addenda and attachments, are posted on the ORPIN System as part of the solicitation document for download by prospective Proposers. Proposers unfamiliar with the ORPIN System may contact DAS SPO at 1225 Ferry St. SE - U140, Salem, OR 97301-4285; telephone number (503) 378-4642 Proposers without access to the ORPIN System may download


copies at DAS SPO, 1225 Ferry St. SE – U140, Salem, Oregon. Proposers may also order hard copies from the DAS SPO for a fee. 2.4.2 SOLICITATION DOCUMENTS AND ATTACHMENTS: Solicitation documents will not be routinely mailed to prospective Proposers. If an Exhibit, Attachment or Addendum is used that cannot be viewed or downloaded through the ORPIN System, the solicitation will include instructions on how to obtain these documents. 2.4.3 ORPIN REGISTRATION INFORMATION: Proposers are responsible for ensuring that their registration information is current and correct. DAS SPO accepts no responsibility for missing or incorrect information contained in the supplier’s registration information in ORPIN. 2.5 REQUESTS FOR CLARIFICATION/QUESTIONS: All inquiries for clarification, whether relating to the solicitation process, administration, deadline or award, or to the intent or technical aspects of the Services must be submitted, in writing, to the Single Point of Contact (mail, fax or email are acceptable) by the deadline identified in Section 1.2 Schedule of Events. No telephone questions will be accepted or considered. Requests must:

Identify the Proposer’s name and be signed by the Proposer’s authorized representative; Clearly reference this RFP Number #102-1057-12 Refer to the specific RFP paragraph number and page and should quote the passage being

questioned. Be received as described above by the deadline identified in the Schedule of Events, Section

1.2.

When appropriate, as determined by DAS SPO, in its sole discretion, revisions, substitutions, or clarifications of the RFP or attached terms and conditions will be issued by Addendum to this RFP. Interpretations, corrections or changes to this RFP will be made by written Addendum, and posted to the ORPIN system. Interpretations, corrections or changes to this RFP made in any other manner do not bind the State of Oregon.

2.6 PROTEST OF RFP: Any Proposer who believes that any provision of this RFP, the Master Service Contract term(s), or Specification(s) are unnecessarily restrictive or limit competition may submit a protest, in writing, to the Single Point of Contact . THIS IS THE PROPOSER’S ONLY OPPORTUNITY TO PROTEST THE PROVISIONS OF THIS RFP, including but not limited to, the solicitation process, specification/Scope of Services requirements, and the Master Service Contract terms and conditions. Prospective Proposers must submit protests to the Single Point of Contact by the deadline specified in Section 1.2 of this RFP. DAS SPO will not consider any protest received after that deadline. Proposer must include in the protest the identity of the Proposer, a clear reference to this RFP 102-1057-12, the legal and factual grounds for the protest, a description of the resulting prejudice to the Proposer if the protest is not granted, and any proposed changes to the RFP, the Master Service Contract terms or Specifications, and all other information required by ORS 279B.405(4).


2.6.1 METHOD OF SUBMITTING REQUESTS FOR MODIFICATION OF RFP PROVISIONS: Proposer must mark envelopes containing requests for clarification, requests for change, and Proposal protests as follows:

o Proposal Request for Clarification, or Request for Change, or Protest o RFP Number #102-1057-12 o Proposal Closing Date and time

Unless the specific deadline is extended by subsequent Addendum, DAS SPO will not consider requests for clarification, requests for change, or protests pertaining to provisions contained in the originally-issued RFP after the date specified in Section 1.2 Schedule of Events. 2.6.2 RESPONSE TO REQUESTS FOR CLARIFICATION: CLARIFICATIONS, WHETHER VERBAL OR IN WRITING, DO NOT CHANGE SPECIFICATIONS, CONTRACTUAL TERMS, OR PROCUREMENT REQUIREMENTS OF AN RFP. IF A REQUEST FOR CLARIFICATION RAISES AN ISSUE THAT DAS SPO DETERMINES SHOULD BE HANDLED BY FORMALLY AMENDING THE RFP, DAS SPO WILL DO SO ONLY BY ANNOUNCING SUCH A CHANGE IN AN ADDENDUM, NOT THROUGH INFORMATION IDENTIFIED AS A "CLARIFICATION." (Refer to Section 2.7) 2.6.3 RESPONSE TO REQUESTS FOR CHANGE AND PROTESTS: DAS SPO will promptly respond to each properly-submitted request for change and protest. Protests that do include the required information may not be considered by DAS SPO. DAS SPO will receive protests in writing, to the Single Point of Contact (mail, fax or email are acceptable) by the deadline identified in Section 1.2 Schedule of Events. No telephone protests will be accepted or considered. Where appropriate, DAS SPO will issue RFP revisions via Addenda posted on ORPIN. DAS SPO may also informally respond to Proposer questions. HOWEVER, INFORMAL RESPONSES DO NOT AFFECT THE PROVISIONS OF THE RFP SPECIFICATIONS, SERVICE CONTRACT OR PROCUREMENT REQUIREMENTS. THE RFP CAN ONLY BE CHANGED VIA FORMAL ADDENDA ISSUED BY DAS SPO AND POSTED ON ORPIN.

2.7 RFP ADDENDA: DAS SPO shall advertise RFP Addenda only on the ORPIN system. Proposers are responsible for checking the ORPIN System to determine whether an RFP Addendum has been issued. RFP Addenda are incorporated into the RFP by this reference and can be viewed and downloaded by registered firms. Proposers should consult ORPIN regularly until the Closing Date and Time to assure that they have not missed any RFP Addendum announcements. DAS SPO is not responsible for sending RFP Addenda to any potential Proposers, whether requested or not. 2.8 PROTEST OF RFP ADDENDUM: Unless a different deadline is set forth in the RFP Addendum, prospective Proposers may submit a protest of the RFP Addendum by the close of the next business day after the issuance of the RFP Addendum, or no later than 5:00 PM Pacific Time on the last day allowed to submit a Solicitation protest under OAR 125-247-0430, whichever is later. The RFP Addendum protest must be submitted


in the same manner as a protest of the RFP under subsection 2.6 above. DAS SPO will not consider requests or protests of matters not added or modified by the Addendum.

SECTION 3. INSTRUCTIONS TO PROPOSER 3.1 ACCEPTANCE PERIOD: Unless otherwise specified in this RFP, for the purpose of award, Proposals are firm offers for a period of one hundred eighty (180) calendar days from the Closing Date and Time. 3.2 PROPOSAL SUBMISSIONS (GENERAL): 3.2.1 PROPOSAL FORMAT: Proposer should describe in detail how Proposer will meet the requirements of this RFP and may provide additional related information with the Proposal. The Proposal should be presented in a format that corresponds to, and references, the sections contained in the specifications or Scope of Services and should be presented in the same order. Responses to each section and subsection should be labeled to indicate which item is being addressed. Proposals should be straightforward and concise and provide “layman” explanations of technical terms that are used. Emphasis should be focused on responding to the RFP requirements, on providing a complete and clear description of the Proposal, and conforming to the RFP instructions. If a complete response cannot be provided without referencing supporting documentation, Proposer must provide such documentation with the Proposal indicating where the supplemental information can be found. Proposals that merely offer to provide supplies and services as stated in this RFP may be considered non-responsive and may be rejected for further evaluation. DAS SPO prefers to receive Proposals in appropriately sized three-ring binders with an index and tabs identifying separate sections. No oral, telegraphic, or telephonic Proposals or modifications will be considered. 3.2.2 QUANTITY OF PROPOSALS TO BE SUBMITTED: A Proposer shall submit to the Single Point of Contact one (1) original and one (1) copy and six (6) electronic copies either on CD Rom or jump drive of the Proposal (less Proposal Pricing Page) and all required supporting information and documents on or before the Closing Date and Time. Proposers shall submit one (1) original Proposal marked “MASTER.” Envelopes, packages or boxes containing the original and the copies should be marked in accordance with subsection 3.2.3. If discrepancies are found between the copies, or between the original and copy or copies, the original “MASTER” will provide for the basis of resolving discrepancies. If one document is not clearly marked “MASTER,” DAS SPO reserves the right to use the original as the Master. If no document can be identified as an original, Proposer’s Proposal may be rejected at the discretion of DAS SPO. A Proposer shall also submit on a CD ROM or USB flash drive one electronic copy of its Proposal in MS Word 2000 or 2003 format.


A Proposer shall submit its Proposal Pricing Page in a separate, sealed envelope, labeled accordingly and placed in sealed carton(s) or package(s) as described in this Section 3.2.2. Prices must be submitted on a pricing page, Section 8.4. 3.2.3 ENVELOPE, PACKAGE OR BOX LABEL: Proposals must be clearly labeled and submitted in a sealed envelope, package, or box bearing the following information: Name of Proposer RFP Number #102-1057-12 Closing Date and Time Proposers are solely responsible for ensuring that their Proposals are received by DAS SPO in accordance with the solicitation requirements, before the Closing Date and Time, and at the place specified on the cover sheet of this RFP. DAS SPO is not responsible for any delays in mail or by common carriers or by transmission errors or delays or mistaken delivery. Proposal deliveries made to another location other than to the address identified on the cover sheet of this RFP will be considered non-responsive unless re-delivery is made to the address identified on the cover sheet of this RFP before the Closing Date and Time. Proposals may NOT be submitted by facsimile. 3.2.4 PROPOSAL MODIFICATIONS: No Proposal may be modified after the Closing Date and Time. It is the responsibility of Proposer to ensure that modified Proposals are submitted before the Closing Date and Time. All modifications made to a Proposal before submission must be made in ink and must be properly initialed by Proposer’s authorized representative. Proposals that contain omissions or improper erasures or irregularities may be rejected. Any Proposer who wishes to make modifications to a Proposal already received by DAS SPO must first withdraw its Proposal in order to make the modification. Withdrawals must be made in accordance with subsection 3.2.5. The revised Proposal may then be resubmitted in accordance with the provisions of this RFP. Modifications to a Proposal may NOT be submitted by facsimile. 3.2.5 PROPOSAL WITHDRAWAL: No Proposal may be withdrawn after the Closing Date and Time. If a Proposer wishes to withdraw a submitted Proposal, it must do so prior to the Closing Date and Time. Proposer must submit a written


notice to withdraw, signed by Proposer’s authorized representative and submitted to the person identified on the cover sheet of this RFP. 3.2.6 LATE PROPOSALS: The Closing Date and Time identified in subsection 1.2, or as modified by Addenda, is FIRM. Proposals will NOT be accepted after the Closing Date and Time for consideration in the evaluation process and late Proposals will be returned to Proposer. 3.2.7 OPENING OF PROPOSALS: Proposals will be opened and the names of all Proposers will be read at the Closing Date and Time listed in Section 1.2. Proposals will be opened at the DAS SPO Second Floor, 1225 Ferry Street SE, Salem, Oregon. 3.3 PROPOSAL SUBMISSION REQUIREMENTS (PASS/FAIL): Each Proposal must comply with the requirements in this Section which will be evaluated on a Pass/Fail basis. Each Proposal also must comply with the requirements in Section 8. Failure to provide any of the required information WILL result in rejection of the Proposal. DAS SPO reserves the right to determine which Proposals meet the proposal submission requirements of this RFP.

3.3.1 SUBMITTAL DEADLINE: Proposals must be submitted before the Closing Date and Time. Proposals will NOT be accepted after the Closing Date and Time and late Proposals will be returned to the Proposer. DAS SPO reserves the right to extend the Closing Date and Time by Addendum when it is in the best interest of the State of Oregon. 3.3.2 PROPOSAL COVER PAGE: Proposer must include in its Proposal Submission the attached Proposer Cover Page (Attachment A) signed by a duly authorized representative empowered to legally bind Proposer to the Proposal submission. 3.3.3 AUTHORIZED SIGNATURE: Every Proposal must be signed by the person or persons legally authorized to bind Proposer to the Proposal submission and to the Service Contract resulting from this RFP. Upon request by DAS SPO, any representative submitting a Proposal on behalf of Proposer shall provide a current power of attorney or other document certifying the representative’s authority to bind Proposer. Upon request of DAS SPO, a corporation shall provide a certified copy of the bylaws or resolution of the board of directors showing the authority of the officer signing the Proposal to execute contracts on behalf of the entity. 3.3.4 MATERIAL OR TECHNICAL REQUIREMENTS: Proposal submissions must contain documentation to demonstrate Proposer’s ability to meet the


material or technical requirements as defined below in Section 8 of this RFP. 3.3.5 MANAGEMENT PROPOSAL REQUIREMENTS: Proposals must contain documentation to demonstrate the respective Proposer’s ability to meet the management requirements as defined below. Proposer’s response to Sections 3.3.5.1 through 3.3.5.3 shall not exceed ten (10) pages in total.

3.3.5.1 Proposer’s Background: Proposer shall provide a company profile. Information provided shall include:

• Company ownership. • If incorporated, the State in which the company is incorporated and the date of the incorporation. • Location of the company’s headquarters. • Location of the office to service the State of Oregon accounts. • Name, address, email address, and telephone number of Proposer’s point of contact for a contract

resulting from this RFP. • Company background/history and why Proposer is qualified to provide the services described in

Section 3.3.5.2. • List any and all legal disputes, periods of lapse in licensure, mergers, etc. in which your firm and/or

licensed professionals have been involved during the last five years as well as a statement of financial solvency.

3.3.5.2 Qualifications and Experience: Proposer shall describe its firm’s qualifications and experience providing services similar to those required in this RFP. Proposer shall be sufficiently staffed and experienced to be capable of successfully completing all requirements of this RFP. for whichever Service Categories it is proposing to provide service. Proposer shall describe in the Proposal response its experience, if any, in providing government services of similar scope, volume and complexity. for the following Service Categories (further described in section 3.3.6): A. Budget allocation forecasting and modeling B. Business process engineering C. Program policy and service delivery design D. Facilitation of civic engagement E. Field readiness activities for implementation of change initiatives 3.3.5.3 References Proposer shall provide three customer references for work that Proposer’s company has performed that is equivalent to that requested in this RFP. Include the customer’s name, contact person and contact information, and a description of the work performed. Use the form in Attachment C. Proposer must also complete the process in Attachment D to ask customer references to provide information to State; the customer references must be the same three references listed on Attachment C to meet the criteria in Attachment D. The State shall attempt to contact these customers as part of the evaluation process to verify the information the customers provided. 50 points are available for each reference.


References to entities which are owned by the Proposer or any of its subcontractors, or are owned by an individual or entity which also owns a significant interest in the Proposer or any subcontractor, are not acceptable and do not comply with the requirement of this subsection.

SECTION 4: EVALUATION 4.1 EVALUATION COMMITTEE: Proposals will be evaluated by DAS SPO and the WSCA Travel Sourcing Team (Evaluation Committee) for completeness and compliance with the requirements of this RFP. If the Proposal is unclear, DAS SPO may ask Proposer to provide clarification. DAS SPO will review Proposals received on time against the pass/fail Proposal submission requirements identified in subsection 3.3. DAS SPO will forward Proposals which pass the Proposal submission requirements in subsection 3.3 to an evaluation committee that will independently review, score and rank Proposals according to the criteria set forth in subsection 4.2.

4.2 EVALUATION AND SCORING CRITERIA: Proposals will be evaluated, scored and ranked based on the mandatory requirements and desirable features described in Section 8 below. Proposer must describe how Proposer meets the requirements that are specified in this RFP as related to those categories. The Evaluation Committee will review each Proposal on a pass-fail basis for the requirements set forth in Section 3.3 and for responsiveness to the mandatory requirements in Section 8. Proposer’s failure to comply with the instructions or to submit a complete Proposal may result in the Proposal being deemed non-responsive. Proposals must meet all of the mandatory requirements in order to be scored for desirable features and price. Any Proposal not meeting all the mandatory requirements must be rejected from further consideration for award. The Evaluation Committee will score Proposals on desirable features criteria and price. The Evaluation Committee will independently score the desirable criteria and price to reach a total score for each qualified Proposal submitted. Price proposal information will not be available to the Evaluation Committee during the evaluation of the desirable criteria. All Evaluation Committee members’ scores will be added and averaged to calculate a total average score for each Proposal. Proposals will be ranked by total average score. LIVE DEMONSTRATIONS: Top ranked Proposers will be required to conduct a live demonstration before the Evaluation Committee. Proposer shall use existing customers as part of the demonstration. Proposer shall provide the demonstration according to the script provided by the Evaluation Committee. 4.2.1 SECTION 8 REQUIREMENTS AND FEATURES: Proposer must respond to the requirements set forth in Section 8.


4.2.2 POINT ALLOCATIONS: Point allocations for each scored criterion are identified in the desirable features described in Section 8 and as set forth on Attachment B. There are 1,400 1,275 1,250 1,235 points available for this RFP, with 750 650 points available for pricing, 300 275 250 235 available for desirable features, 150 points for references and 200 points for demonstrations. When ever it is mentioned that a percentage of points will be calculated, the following formula will be used. The most competitive Proposer for a criterion (price, desirable feature) will receive the highest number of points.

Example - Allocation of Points for Cost: In this example, the total points possible for cost are 500 450. The lowest priced Proposer will receive 500 450 points. Each higher priced Proposer will receive a proportionately lower score calculated as follows:

Proposer A offers a per transaction cost of $1.00 Proposer B offers a per transaction cost of $2.00 Proposer C offers a per transaction cost of $3.00 (All three Proposers meet all requirements.) Proposer A would receive 500 450 points. Proposer B would receive 250 163 points 1 divided by 2 equals .5 .5 times 500 450 equals 250 225 Proposer C would receive 165 108 points. 1 divided by 3 equals .33 .33 times 500 450 equals 165 148.5 rounded up to 149 Points will be rounded up or down to the nearest whole number.

4.2.3 METHOD OF AWARD: This is a single-award opportunity. The Evaluation Committee will choose the top responsive and responsible Proposers who meet the qualifications outlined in this RFP. The Evaluation Committee will evaluate each Proposal independently of each other. The Proposals will be ranked in order from highest to lowest with scoring based on the services offered and the price offered. 4.2.3.1 RESPONSIVENESS: To be considered Responsive, the Proposal must substantially comply with all requirements of the RFP and all prescribed procurement procedures and requirements. In making such evaluation, DAS SPO may waive minor informalities and irregularities. 4.2.3.2 RESPONSIBILITY: Prior to award of a Master Service Contract, DAS SPO may investigate Proposer and request information in addition to that already required in the RFP when DAS SPO, in its sole discretion, considers it necessary or advisable in order to evaluate whether the Proposer meets the applicable standards of responsibility identified in ORS 279B.110 and OAR 125-247-0640(1)(c)(F). 4.2.3.3 INSURANCE: The apparent Successful Proposers shall provide all required proofs of insurance to DAS SPO within 10 calendar days of notification of intent to award. See Attachment E, Exhibit D. Failure to present the required proofs within the required period may result in Proposal rejection. Proposers are encouraged to consult their insurance agent(s) about the insurance requirements contained in the RFP prior to Proposal submission.


SECTION 5: INTENT-TO-AWARD 5.1 AWARD NOTIFICATION: After a final selection is made, DAS SPO will issue an intent- to-award announcement on ORPIN. After issuance of the notice of intent to award, Proposal files are public records and available for review at DAS SPO by appointment. 5.2 AWARD PROTEST: Award protest must be submitted to the Single Point of Contact and must be received within seven (7) calendar days after the date of the notice of intent to award. Award protests must meet the requirements of ORS 279B.410 to be considered. DAS SPO will not consider any protests that are received after this deadline. DAS SPO will address all timely submitted protests that are in accordance with ORS 279B.410 within a reasonable time following DAS SPO’s receipt of the protest and DAS SPO will issue a written decision to the Proposer who submitted the protest. Protests that do not include the required information pursuant to ORS 279B.410 may be rejected by DAS SPO. DAS SPO will receive protests in the following forms:

Faxed protests submitted to the Single Point of Contact. Emailed protests with attached letterhead submitted to the Single Point of Contact. Letter submitted to the Single Point of Contact.

SECTION 6: CONTRACT NEGOTIATIONS AND EXECUTION

6.1 CONTRACT NEGOTIATIONS: 6.1.1 NEGOTIATION OF CONTRACT TERMS AND CONDITIONS: By submitting a Proposal, Proposer agrees to abide by the requirements of the RFP including the terms of the Master Services Contract attached hereto as Attachment E. Proposer shall review the attached Master Services Contract and note exceptions. Unless Proposer notes exceptions in its Proposal, the conditions of the Master Services Contract will govern. It may be possible to negotiate some of the wording in the final contract; however, there are many provisions which cannot be changed. Proposer is cautioned that the State of Oregon and the Evaluation Committee believe modifications to the standard provisions or terms and conditions constitute increased risk to the State and increased costs. Therefore, the scope of requested exceptions is considered in the evaluation of proposals.


Any Proposal that is received conditioned on DAS SPO’s acceptance of any other terms and conditions may be rejected. Any subsequent negotiated changes are subject to prior approval of the Oregon Department of Justice.

6.1.2 NEGOTIATION PERIOD: If negotiations are not successful within 30 calendar days of the start of negotiations, DAS SPO may terminate negotiations with highest ranked Proposer and begin negotiations with second higher ranked Proposer. DAS SPO reserves the right to conduct serial or simultaneous negotiations pursuant to the Competitive Sealed Proposal: Multi-step Process. OAR 125-247-0260 6.2 CERTIFICATE OF INSURANCE: The Successful Proposer(s) will be required to provide Certificates of Insurance to DAS SPO for levels of Insurance coverage shown in Exhibit D of Attachment E prior to contract execution.

SECTION 7: ADDITIONAL INFORMATION FOR PROPOSER 7.1 GOVERNMENTAL ENTITIES: Government bodies subject to ORS Chapter 190 do not bid or compete on the same basis as private-sector Proposers, however, DAS SPO will initially review Proposals from government bodies according to the same evaluation criteria described in this RFP. Government bodies, submitting Proposals must comply with all applicable Proposal requirements described in this RFP. In addition to any other Proposer selection, DAS SPO reserves the right to enter into an ORS Chapter 190 agreement with any government body for the services or work. Alternatively, DAS SPO reserves the right to cancel this RFP if it would be in the public interest as determined by DAS SPO, and enter into an ORS Chapter 190 agreement with a government body. 7.2 OWNERSHIP OF MATERIALS: All materials submitted in response to this RFP become the property of DAS SPO and WSCA. Proposals and supporting materials will not be returned to Proposers unless the Proposal is submitted late or the RFP is cancelled. 7.3 COST AND DAMAGES: In accordance with ORS 279B.100, any solicitation or procurement described in a solicitation may be delayed, suspended or canceled and any or all bids or proposals may be rejected in whole or in part, when the delay, suspension, cancellation or rejection is in the best interest of the State as determined by the DAS SPO. The State, DAS SPO and WSCA are not liable to any bidder or Proposer for any loss or expense caused by or resulting from the delay, suspension, cancellation, or rejection of a solicitation, bid, proposal or award. 7.4 CANCELLATION OR REJECTION OF PROPOSALS: DAS SPO reserves the right to reject any or all Proposals in-whole or in-part, and reserves the right to cancel this RFP at anytime when the rejection or cancellation is in the best interest of the State of Oregon as determined by the DAS SPO. DAS SPO is not liable to any Proposer for any loss or expense caused by or resulting from the rejection or cancellation of a solicitation, Proposal, or award. All Proposals will become part of the public file without obligation to DAS SPO. 7.5 CONFIDENTIAL OR PROPRIETARY INFORMATION: Following the notice of intent to award of a contract, responses to this RFP are subject to release as public information unless the


response or specific information contained therein is identified as exempt from public disclosure. Proposers are advised to consult with legal counsel regarding disclosure issues. If a Proposer believes that any portion of a Proposal contains any information that is considered a trade secret under ORS Chapter 192.501(2), or otherwise is exempt from disclosure under the Oregon Public Records Law, ORS 192.410 through 102.505, each page containing such information must include the following:

“This data is exempt from disclosure under the Oregon Public Records Law pursuant to ORS 192, and is not to be disclosed except in accordance with the Oregon Public Records Law, ORS 192.410 through 192.505.”

Identifying the Proposal, in whole, as exempt from disclosure is not acceptable. Proposers are cautioned that cost information submitted in response to an RFP is generally not considered a trade secret under Oregon Public Records Law. Further, information submitted by Proposer that is already in the public domain is not protected. If Proposer fails to identify the portions of the Proposal that Proposer claims are exempt from disclosure, Proposer is deemed to waive any future claim of non-disclosure of that information. The State is not liable for disclosure or release of any information when authorized or required by law or court order to do so. The State is immune from liability for disclosure or release of information under the circumstances set out in ORS 646.473(3). DAS SPO’s business practice is to schedule requests for inspection of any RFP file after Proposers have been notified of the intent to award. 7.6. RECYCLED PRODUCTS: Contractors shall use recyclable products to the maximum extent economically feasible in the performance of the contract services or work set forth in this document and the subsequent contract. (ORS 279B.060 (2)(f), and ORS279B.220-279B.235) 7.7 MASTER SERVICE CONTRACT AMENDMENTS: DAS SPO reserves the right to amend the Master Service Contract resulting from this RFP. All amendments must be in writing and signed by all approving parties before becoming effective. Only DAS SPO has the final authority to execute changes, notices or amendments to the contract pursuant to OAR 125-246-0560. 7.8 RECIPROCAL PREFERENCE: For Proposal price evaluation purposes only, DAS SPO intends to add a percent increase to each out-of-state Proposer's Proposal price which is equal to the percent preference, if any, given to resident Proposers of the Proposer's state. For example, if the Proposer is from a state that grants a ten percent (10%) preference to local Proposers, DAS SPO intends to add ten percent (10%) to that Proposer's Proposal price. SECTION 8: TECHNICAL REQUIREMENTS: 8.1 SILENCE OF SPECIFICATIONS: The apparent silence of the RFP specifications as to any detail, or the apparent omission of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practice is to prevail and that only materials and workmanship of first quality are to be used. 8.1.1. However, if any omitted specification results in ambiguity as to material characteristics of the Proposal item, and clarification is necessary to enable a reasonable Proposer in the particular industry


to properly identify such characteristics, Proposer shall seek a formal request for clarification as set forth in Section 2.5. Failure to make such a request is at Proposer's risk, and Proposer awarded the Master Service Contract shall be required to provide Services meeting the DAS SPO and WSCA’s needs with regard to any omitted specification for which clarification was not sought. 8.1.2. ADHERENCE TO THE SPECIFICATIONS: Deviations in the Proposal from any of the RFP specifications requirements may result in Proposal rejection. Deviations discovered after Master Service Contract formation will be corrected at no cost to WSCA or the State. 8.2 MANDATORY REQUIREMENTS: To be considered responsive, Proposer must meet the following mandatory requirements at the time of the RFP opening, and Proposer must demonstrate in its Proposal how it meets each of the following requirements. Proposer must check the appropriate box in Attachment B and provide a written response for each of these following requirements on how Proposer complies.

8.2.1. Proposer must have current contracting experience with government entities or large corporations. Proposers annual sales must exceed $5 million. 8.2.2. Proposer shall offer an online travel booking tool (Booking Tool). DAS SPO prefers acquiring these Services through a Software as a Service (SaaS) model. The Booking Tool must be compatible with latest versions of all popular web browsers including but not limited to Internet Explorer, Firefox, Safari, Netscape and Chrome. 8.2.3. Proposer’s Booking Tool will provide the ability to book travel reservations through Global Distribution System (GDS) for the WSCA Lodging preferred property by the unique WSCA GDS rate code. Booking tool must also display WSCA contracted rates for Vehicle Rental Contractors and possess the capability to show future air service contracts. 8.2.4 Proposer’s Booking Tool Product and related fulfillment and support services will ensure the reservation is completed. 8.2.5 Proposer’s Booking Tool will have the ability to list WSCA Lodging properties not participating in the GDS and provide a web link (if available by property) to redirect to the property with a disclaimer to book directly with the property by phone or on its website. Proposer shall show this capability it its proposal by providing a screen shot of the re-direct message. Search list will randomly rotate the list of properties as searches are conducted. 8.2.6 Proposer shall accept all major credit cards (Visa, MasterCard, Discover and American Express) through its Booking Tool system. 8.2.7 The Booking Tool must have a map link for the properties displayed in the search results. 8.2.8 The Booking Tool must be configurable to publish the information about properties based on the current WSCA Lodging Site located at www.wscalodging.org. 8.2.9 The Booking Tool must have icons, textual descriptions or textual listings featuring the following amenities viewable or easily accessible from on the search results page:


http://www.wscalodging.org/

• Restaurant on or nearby • Near Airport • Airport shuttle services • Other shuttle services • Continental or Full breakfast included • Fitness Center • Free Internet Service • Paid Internet Service • Swimming Pool • Business Center • Meeting Rooms Available • No Black Out Date • Last Room Available • Environmentally Preferable • Economically Preferable • Historical Property or Location*

*DAS SPO will provide historic criteria and will provide the list of historic properties upon contract award.

The Booking Tool must show the following information about properties in a pop up window or separate page:

• Restaurant on or nearby • Near Airport • Free shuttle service • Continental or Full breakfast included • Fitness Center • Free Internet Service • Paid Internet Service • Swimming Pool • Business Center • Meeting Rooms Available • No Black Out Date • Last Room Available • Environmentally Preferable • Economically Preferable • Historical Property or Location

Meeting room information:

• Number of meeting rooms • Total square footage of meeting rooms • Number of conference rooms • Sq. foot of largest conference room • Number of board rooms


• No. of people largest board room will seat • No. of meeting rooms with wireless internet • No. of meeting rooms with wired internet • Is audio-visual equipment available • Are catering services available

Rates and other hotel information:

• Per-diem Information • Seasonal per-diem rates and periods (if applicable) • Year Round Per diem Rate (if applicable) • Flexible Rates or discounted rates -

Local hotel/motel tax - Last Room Availability - Black Out Dates – listed by period with start and end dates. (example below)

Black Out Start Black Out End Period 1 xx/xx/xxxx xx/xx/xxxx 8.2.10 The Booking Tool must collect the following search information:

• The state the Traveler works in • Employer type • Name of Agency or Employer • City and state of search • Check in and Check out dates • Date stamp when search was made

8.2.10 Reserved 8.2.11 The Booking Tool must calculate the estimated GSA Per-diem rate based on the rate multiplied by length of stay and displayed at the top of the search results page. 8.2.12 Proposer must have all required licenses, bonding, facilities, equipment, vehicles, and trained personnel necessary to perform the requirements specified in this RFP. 8.2.13 Proposer personnel must be knowledgeable with the terms and conditions of the Service Contract. 8.2.14 Proposer agrees to all of the requirements shown in the Scope of Services in Exhibit B of Attachment E. 8.2.15 Booking Tool must generate monthly reports to view sales history. Proposer shall describe any reporting functions available. These reports must be in Microsoft Excel format and include the date and location of sale of Services, the Participant and Traveler and base and total cost of Services by room. Reports shall also include: Number of Rooms Nights by Vendor, $ Spend by Vendor, # of


Room Nights by Property State [Location], Top 10 [or 20] Cities and/or Properties. Booking tool must also have reporting capabilities for vehicle rental and airline transactions. Booking Tool must have a log in that allows the Contract Administrator to access this information directly. 8.2.16 Booking tool must allow access by the Contract Administrator to update Properties as needed. 8.2.17 Proposers must provide a 24 hour customer service number accessible by a toll free telephone number for fulfillment related purposes. Toll free number must be displayed on booking tool. Proposer shall describe how it handles customer service issues. 8.2.18 Web Reservations: Proposer must have a dedicated web portal for Traveler to access rooms available and make reservations over the internet under the Master Service Contract. Proposal must describe Proposer’s website booking capabilities. Dedicated web portal portable must be brandable to showcase as being the WSCA Travel website. 8.2.19 Proposers website must be a HTTPS: Secured Site that is regularly tested and contain updated security enhancements as they are created within the industry, 8.2.20 Proposer shall provide a screen shot of the search page, reservation page, confirmation page and sample copies of reports. 8.2.21 Proposer must provide quarterly reporting of benchmarked savings of the WSCA contracted rates versus published rates. 8.2.22 Booking Tool must be able to filter search results by Traveler desired amenities. 8.2.23 Booking Tool search results list must randomly rotate the order list of properties as searches are conducted. 8.2.24 Booking tool must be able to conduct searches at no cost. 8.2.25 Service Implementation: Proposer shall submit a Services implementation plan. Proposer shall describe the plan to integrate with existing WSCA Lodging program. This includes any training programs, webinars, sales literature, state and Traveler visitations or public forums.

8.2.26 Proposer shall include copies of its Software License Agreement or Subscription Services Agreement and its Service Level Agreement. 8.2.27 Proposer must have Airlines Reporting Corporation (ARC) and the International Air Transport Association (IATA) certifications to provide fulfillment services. 8.2.28 Proposer must provide support services for all completed reservations. 8.2.29 Proposer shall provide a copy of its disaster recovery plan and describe its off-site storage capabilities.


8.2.30 Proposer shall provide a copy of its privacy policy it uses on its website. The State reserves the right to accept the Proposers privacy policy, modify it, or discard and develop its own privacy policy for use on the Booking Tool. 8.2.31 Advertising: Upon WSCA approval, WSCA will allow the Contractor to market and post banner advertising on the Booking Tool of vendors participating in the WSCA Travel program to offset transaction fees. Proposer shall demonstrate anticipated transaction fee savings in its Proposal. 8.2.32 Contractor shall provide unlimited training via webinar or other electronic means on the use and functionality of the online booking tool at no additional charge to WSCA, the Travelers, or Participating Entity. 8.3 DESIRABLE FEATURES: Proposer must describe in its Proposal how it meets any or all of the desirable features outlined below. The evaluation committee will give point considerations to each of the desirable features as described. The points shown below represent the maximum points available for each section. The Evaluation Committee will score each Proposal response with a score of zero up to the maximum points available for each section. Whenever it is mentioned that a percentage of points will be calculated, the Evaluation Committee will use the formula described in Section 4.2.2. Proposer shall state the question and then its response in the Proposal. 8.3.1The Booking Tool search results page shows a weather widget of current weather for the city searched. (10 points) 8.3.2 Booking Tool has the ability to maintain Traveler profiles where Travelers can may log into the site and maintain preferences, credit card numbers or other information relevant to the Traveler’s needs. Proposers are to provide their ability to store Traveler profiles and what information is contained in those profiles. Traveler information CANNOT be sold to third-party entity [for example: email marketing/solicitations. (50 points) 8.3.3 Booking Tool has ability to search by destination address with zip code and show nearest property results. Proposer should provide screen shots of this capability. (25 points) 8.3.4 Booking Tool can save recent viewed searches and designate locations or brands as favorites in Traveler’s web browser. The tool will have the capability of saving trips or cloning trips. Proposer shall provide screen shots of this capability. (25 points) 8.3.5 Booking Tool has a compare supplier feature where Traveler may conduct a side by side comparison. Proposer should provide screen shots of this capability. (25 points) 8.3.6 Booking Tool contains a maplink that provides directions from airport to hotel. Proposer should provide screen shots of this capability. (25 points) 8.3.7 In addition to required reports described in Section 8.2.12, Contract Administrator or WSCA Contract Administrator may require other reporting capabilities. Proposer should describe and provide samples of other reports available. (30 points)


8.3.8 Other value added features. Proposer should list and describe any other value added features available in the booking tool and related fulfillment services. 45 points, (30 points) Examples include but not limited to: smart phone apps, icons showing amenities, or a hotel rating or review system by travelers where they could post comments. 8.3.9 It is desired that the Booking Tool must have protections built in to prevent unauthorized use by the general public. Proposer shall provide methods in its Proposal demonstrating its capabilities. (25 points) 8.3.10 It is desired that the Booking Tool collect the following search information: (15 Points) • The state the Traveler works in • Employer type • Name of Agency or Employer • City and state of search • Check in and Check out dates • Date stamp when search was made 8.3.11 Booking Tool must be able to filter search results by Traveler desired amenities. (25 Points) 8.4 COST PROPOSAL. There are a total of 750 650 points available for pricing: 250 200 for setup costs, and 500 450 for per transaction fee. PRICING: Price points will be determined by evaluating the setup costs and the combined per transaction costs for booking tool and fulfillment services offered by Proposer. Price points will be determined by the lowest setup costs and per transaction costs for both booking tool and fulfillment services offered. The lowest setup cost will receive the full 250 200 points. The lowest per transaction cost will receive the full 500 450 points. Higher prices offered will receive a percentage of the available points in each category.


ATTACHMENT A

PROPOSAL COVER PAGE CERTIFICATION

I, the official named below, certify that I am duly authorized to legally bind the Proposer/Firm to the clause(s) listed below.

Contractor/Proposer Firm Name (Printed) By (Authorized Signature of Person with Authority to Obligate the Proposer Contractually) Printed Name

Title of Person Signing

Date Signed Telephone Number

Identify Name of Person Authorized to Negotiate the Contract on Behalf of Firm

Identify Title of Person Authorized to Negotiate the Contract on Behalf of Firm

Telephone Number Fax Number

Identify Name of Person to be Contacted for Clarification of Proposal

Identify Title of Person Authorized to be Contacted for Clarification of Proposal

Telephone Number Fax Number

CONTRACTOR CERTIFICATION CLAUSES IN RESPONSE TO RFP

1. Proposer understands and accepts the requirements of this RFP. By Proposal submission, the Successful

Proposer agrees to be bound by the contract terms and conditions at Attachment E and as modified by Addendum, except for those terms and conditions that DAS SPO has reserved for negotiation in the RFP.

2. Proposer acknowledges receipt of any and all Addendum to this RFP.

3. Proposer and Proposer’s employees and agents are not included on the list titled “Specially

Designated Nationals and Blocked Persons” maintained by the Office of Foreign Assets Control of the United States Department of the Treasury and currently found at http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf.

4. Proposer certifies that the Proposal submitted, has been arrived at independently and has been submitted

without collusion with, and without any agreement, understanding or planned common course of action with, any other vendor of materials, supplies, equipment or services described in the RFP, designed to limit independent bidding or competition.

5. Proposer certifies that it has not offered or given any gift or compensation prohibited by the state laws of

any WSCA participants to any officer or employee of WSCA or participating states to secure favorable treatment with respect to being awarded this Service Contract.


http://www.treas.gov/offices/enforcement/ofac/sdn/t11sdn.pdf

6. Proposer acknowledges these certifications are in addition to any certifications required in the Master Service Contract and Scope of Services at Attachment E at the time of Service Contract execution.


ATTACHMENT B

PRICING [__] Proposer can provide all the services described in the Statement of Work. Proposer Pricing Set up costs $________________ (250 200 Points) Transaction fees: For evaluation purposes, the price per transaction with banner ads will be the scored price, Price per transaction with banner ads $________________ (combined Booking Tool and fulfillment services (Car and Hotel Booking only) ( 500 450 Points) Price per transaction without banner ads $__________________ (combined Booking Tool and fulfillment services (Car and Hotel Booking only) (not scored) Optional transaction costs. The State reserves the right to add additional booking capabilities for air to the Booking tool. Proposers are to indicate what the additional combined booking and fulfillment fees would be. Additional Price per transaction $__________ Airline booking (not scored)


ATTACHMENT C

PROPOSERS REFERENCE FORM

Note: Proposer shall complete this form or provide information on Proposer’s letterhead and submit with Proposal. Failure to provide complete information shall be cause for Proposer rejection. References of Comparable Service Requirements A. Firm Name: Address: Name of Reference: Position Title: Telephone: Service Dates: Business activity:

Services provided by the Proposer: B. Firm Name: Address: Name of Reference: Position Title: Telephone: Service Dates:

Business activity: Services provided by the Proposer:

C. Firm Name: Address: Name of Reference: Position Title: Telephone: Service Dates:

Business activity: Services provided by the Proposer:


Attachment D

RFP # 102-1257-12 REFERENCE QUESTIONAIRE FOR: HOTEL BOOKING TOOL

REFERENCE QUESTIONNAIRE The State of Oregon, as a part of the RFP process, requires proposing vendors to submit business references. The purpose of these references is to document the experience relevant to the scope of work and provide assistance in the evaluation process. The Proposer is required to complete Part A and send the following reference form to each business reference listed in Attachment C for completion of Part B. The business reference, in turn, is requested to submit the Part B Reference Form directly to the State of Oregon, DAS State Procurement Office by the requested deadline for inclusion in the evaluation process. DAS SPO may contact the business reference for validation of the response. Part A: ____________________ (Name of Proposer) Part B: This form is being submitted to your company for completion as a business reference for the company listed above. This form is to be returned to the DAS State Procurement Office, via e-mail at [email protected] or facsimile at (503) 378-4650 or overnight mail to 1225 Ferry St SE U140, Salem, OR 97301-4285, and must be received by DAS SPO no later than 12:00 PM, August 27, 2012 July 13, 2012. Do not return this form to the company requesting the reference. For questions or concerns regarding this form, please contact Tim Hay at the DAS State Procurement Office by telephone at (503) 378-4650 or by e-mail at [email protected]. When contacting us, please be sure to include the Request for Proposal number listed at the top of this page. Subject to State’s obligations under the Oregon Public Records Laws, ORS 192.410-192.505, the following information provided in this Part B is confidential. Company providing reference: ____________________________________________ Contact name and title/position:____________________________________________ Contact telephone number:_______________________________________________ Contact e-mail address:__________________________________________________


mailto:[email protected]


Please provide your responses to the following questions regarding the Proposer listed in Part A of this form. For questions 1 – 10, References are to answer using a scale from 1 to 3 where:

1 – Does not meet expectations 2 – Meets expectations 3 – Exceeds expectations

1. On a scale of 1-3, how would you rate the Proposers’ customer service? (How well do they respond and resolve issues and do not repeat problems?) Comments: 2. On a scale of 1-3, how satisfied are you with the overall business relationship? Comments: 3. On a scale of 1-3, rate the quality of the services provided and work conducted by the company?

Comments: __________________ 4. On a scale of 1-3, please rate the overall ease of use of the online booking tool? Comments: 5. On a scale of 1-3, please rate their ability to capture the data requested?

Comments: 6, On a scale of 1-3, please rate the availability of the online booking tool? Has the system been down for a significant period of time? How many times? How long did it take to get the booking tool online once again? Comments:


7 On a scale of 1-3, please rate the overall booking tool functionality in the various browsers [e.g. Internet

Explorer, Firefox, etc.] available? Have you had any issues with the booking tool working properly in any particular browser? No/Yes-please indicate specific issue:

Comments: 8. On a scale of 1-3, please rate the Proposers ability to correct problems. Were they able to correct the problem? If so, how long did it take for them to respond to your needs? Comments: 9. On a scale of 1-3, please rate the overall integrity of reports provided? Comments: 10. On a scale of 1-3, please rate the overall online SECURITY? Has your organization had any security breaches using their online booking tool? Comments: 11. All things considered, would you contract with this Company again? Yes / No (+20 / 0) Comments: Company Name Date Contact Name Title Contact Phone Contact email address


ATTACHMENT E

MASTER SERVICE CONTRACT ON-LINE BOOKING TOOL

This contract ( “Master Service Contract”) is entered into as of the Effective Date by the State of Oregon (“State”), acting by and through the Department of Administrative Services, State Procurement Office (“DAS SPO”) on behalf of the member states of the Western States Contracting Alliance (“WSCA”) and other Participants and INSERT NAME OF CONTRACTOR ("Contractor"). DAS SPO and the Contractor are collectively referred to as the “Parties”. WHEREAS, DAS SPO issued RFP # 102-1057-12 as a cooperative procurement on behalf of WSCA and other Participants, seeking offers from qualified and responsible manufacturers to provide a hotel Booking Tool and related fulfillment services as described in this Master Service Contract; and WHEREAS, Contractor submitted an offer to provide the Services described in this Master Service Contract and was awarded this Master Service Contract for the purpose of providing nationwide Booking Tool for lodging and related services by WSCA and other Participants (collectively, “Participants”). NOW, THEREFORE, in consideration of the foregoing recitals and subject to the covenants, terms and conditions set forth below, the Parties agree as follows: 1.0 DEFINITIONS Throughout this Master Service Contract, a number of acronyms and terms are utilized that are specific to this Master Service Contract. Terms and acronyms are defined in this Section 1 and elsewhere in the Master Service Contract. “Acceptance” means written confirmation by the Contract Administrator that Contractor has completed a Deliverable in accordance with the acceptance criteria and accepted for purposes of interim payment. “Authorized User” includes WSCA, Participants and Travelers. “Authorized User Data” means all data created by or in any way originating with Authorized User, and all data that is the output of computer processing of or other electronic manipulation of any data that was created by or in any way originated with Authorized User, whether such data or output is stored on Authorized User’s hardware, Contractor’s hardware or exists in any system owned, maintained or otherwise controlled by Authorized User or by Contractor. “Contract Administrator” means the individual appointed by DAS SPO to administer this Master Service Contract on behalf of the Participants. “Contractor Intellectual Property” means any intellectual property that is owned by Contractor and contained in or necessary for the use, or optimal use, of the Deliverables. Contractor Intellectual Property includes Documentation, Work Product, and derivative works and compilations of any Contractor Intellectual Property. Contractor Intellectual Property does not include COTS Software. “DAS SPO” means the Oregon Department of Administrative Services, State Procurement Office.


“Deliverables” means the Services and all Software or other products that Contractor is required to deliver under this Master Service Contract, including Work Product. “Documentation” means all documents, including documents that are Deliverables described in the Master Service Contract and includes, but is not limited to, any and all operator’s and user’s manuals, training materials, guides, commentary, listings, requirements traceability matrices and other materials for use in conjunction with and for the operation of Products and Services that are to be delivered by Contractor under the Master Service Contract. “Effective Date” means the date that the Master Service Contract is fully executed by the Parties and all required approvals have been obtained. “GSA Per-Diem” means the domestic GSA lodging per diem rate in effect at the location and on the date of the room occupancy as published on the Internet at www.gsa.gov/perdiem, as FTR Bulletins. “NASPO” means the National Association of State Procurement Officials. NASPO is a non-profit association dedicated to strengthening the procurement community through education, research, and communication. It is made up of the directors of the central purchasing offices in each of the 50 states, the District of Columbia and the territories of the United States. NASPO regions are set forth on Exhibit A. “Participant” means a governmental body that is authorized to procure Services from Contractor based on this Service Contract. Participant includes the member states of WSCA and NASPO and their Political Subdivisions and Travelers properly authorized by a Participating State to acquire the Services described in this Service Contract. “Political Subdivision” means a county, city, school district, law enforcement authority, special district, or any other kind of municipal, quasi-municipal, or public corporation organized pursuant to law. “Products” means the Software identified in Exhibit B, and all related Documentation, that the Contractor will deliver. “Service Levels” means the performance specifications for work performed by Contractor. “Services” means the booking and other fulfillment related services as described in Exhibit B. “State Chief Procurement Official” means the primary individual designated and authorized by law or administrative rule to administer the authority of the state government for procurement of goods and services. “Third Party Intellectual Property” or “Third Party Products” means any intellectual property owned by parties other than Authorized User or Contractor and contained in or necessary for the use of the Deliverables. Third Party Intellectual Property includes COTS Software owned by Third Parties, and derivative works and compilations of any Third Party Intellectual Property. “Traveler” means the person authorized to acquire Services under this Master Service Contract.


“User Information” means all information directly or indirectly obtained from Travelers accessing the Services where such information is obtained by Contractor or by any of its employees, representatives, agents or any Third Parties having contractual privity with Contractor or who are under Contractor’s supervision or control. “WSCA” means the Western States Contracting Alliance, a cooperative group contracting consortium for state government departments, institutions, agencies and political subdivisions. WSCA is a subset of the National Association of State Procurement Officials. “Work Product” means every invention, modification, discovery, design, development, customization, configuration, improvement, process, software program, work of authorship, documentation, formula, datum, technique, know how, secret, or intellectual property right whatsoever or any interest therein (whether patentable or not patentable or registrable under copyright or similar statutes or subject to analogous protection) that is specifically made, conceived, discovered, or reduced to practice by Contractor or Contractor’s subcontractors or agents (either alone or with others) pursuant to the Master Service Contract. Notwithstanding anything in the immediately preceding sentence to the contrary, Work Product does not include any Authorized User Intellectual Property, Contractor Intellectual Property or Third Party Intellectual Property. 2.0 SERVICES: During the term of the Master Service Contract, Contractor agrees to provide the Services as described on Exhibit B to DAS SPO and to Authorized Users, as requested, pursuant to the terms and conditions in this Master Service Contract. The prices for the Services are set forth in Exhibit C. 2.1 Participation. From time to time, Travelers may elect to use the Booking Tool and Contractor’s services to make reservations for various travel activities (“Traveler Activities”). Traveler’s use of the Booking Tool and other services is subject to the terms and conditions of this Master Service Contract and the provisions of Online Terms and Conditions set forth in Exhibit G, subject to DAS SPO’s revision of the provisions at any time at its sole option. Contractor shall accept requests for reservations from Travelers that specify the type and quantity of Services ordered, and date and location of Services ordered. Contractor shall provide a confirmation number for each Traveler reservation. This Master Service Contract is not a guaranty of any purchase or use of the Services by WSCA, any Participant, Traveler or other Authorized User. This Master Service Contract is not exclusive. WSCA, Participants, Travelers, and all other Authorized Users may acquire services similar or identical to the Services provided by Contractor from any other source. 2.2. ACCEPTANCE OF SERVICES AND PRODUCTS 2.2.1. Contractor shall commence and complete the Services as set forth herein according to time frames set forth. Interim dates, both critical and non-critical, will be set forth and are subject to State performing its responsibilities in a timely manner. 2.2.2. Unless otherwise provided, within 10 business days after notice from Contractor that the Services are available, State shall perform any acceptance tests to determine whether the Services meet the acceptance criteria. If the acceptance tests establish, that the Services conform to the acceptance criteria,


then the Contract Administrator shall issue written notice of Acceptance to Contractor, and “Acceptance” will be deemed to have occurred. 2.3. CUSTOMER SUPPORT AND MAINTENANCE. Contractor shall, at no additional charge to DAS SPO or any Authorized User, furnish such materials and services as are necessary to correct any defects in the Services and maintain the Services in accordance with the Service Level Agreement attached hereto as Exhibit F. 3.0 RIGHT TO USE; OWNERSHIP AND LICENSE IN SERVICES. 3.1. Contractor grants Authorized User an unlimited, transferable, non-exclusive right to access and to use the Services, as further set forth in the Software License or Subscription Agreement attached hereto as Exhibit E. 3.2. Contractor retains ownership of all Contractor Intellectual Property that Contractor delivers to Participant or Authorized User pursuant to the Services performed. Contractor grants unlimited access to use of the Booking Tool and unlimited reporting output to Authorized User(s). Contractor grants Authorized User a license to all other Contractor Intellectual Property. Unless otherwise stated, Contractor grants Authorized User a non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Contractor Intellectual Property, and to authorize others to do the same on Authorized User’s behalf. 3.3. Work Product. Contractor owns all Work Product. Contractor grants Authorized User a non-exclusive, irrevocable, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Work Product, and to authorize others to do the same on Authorized User’s behalf. 3.4. Third Party Intellectual Property. Unless otherwise specified that Authorized User, on its own, will acquire and obtain a license to Third Party Intellectual Property, Contractor shall secure on Authorized User’s behalf, in the name of Authorized User and subject to Authorized User’s approval, a license to Third Party Intellectual Property sufficient to fulfill the business objectives identified in this Master Service Contract, and to authorize others to do the same on Authorized User’s behalf. RESERVED. 3.5. Authorized User Data and Intellectual Property. Authorized User owns all Authorized User Data and Intellectual Property provided to Contractor pursuant to this Master Service Contract. Authorized User grants Contractor a non-exclusive, royalty-free, world-wide license to use, copy, display, distribute, transmit and prepare derivative works of Authorized User Intellectual Property and Authorized User data and background information only to fulfill the purposes of this Master Service Contract. Authorized User’s license to Contractor is limited by the term of the Master Service Contract and the confidentiality obligations of this Master Service Contract. 3.6. No Rights. Except as expressly set forth in this Master Service Contract, nothing in this Master Service Contract grants to or confers upon Contractor any right, title, or interest in any intellectual property that is now owned or subsequently owned by Authorized User. Except as expressly set forth in this Master Service Contract, nothing in this Master Service Contract will be construed as granting to or


conferring upon Authorized User any right, title, or interest in any Contractor Intellectual Property that is now owned or subsequently owned by Contractor. 3.7. Competing Services. Subject to the provisions of this Article 3.0, and Contractor’s obligations with respect to Confidential Information, as defined in Article 7.0 nothing in this Master Service Contract or limits in any way the right of Contractor to: (i) provide the services similar to those contemplated in this Master Service Contract, or, consulting or other services of any kind or nature whatsoever to any individual or entity as Contractor in its sole discretion deems appropriate, or (ii) develop for Contractor or for others, deliverables or other materials that are competitive with those produced as a result of the Services provided hereunder, irrespective of their similarity to the Deliverables The Parties, including WSCA, Contractor, and Authorized User, are free to utilize any concepts, processes, know-how, techniques, improvements or other methods it may develop during the course of performance under this Master Service Contract free of any use restriction or payment obligation to the other. 4.0 TERM: 4.1 Initial Term. The initial term of the Master Service Contract is three (3) years beginning on the Effective Date unless terminated sooner in accordance with the provisions of this Master Service Contract (“Initial Term”). The Parties may agree to extend the Master Service Contract for additional periods (“Extension Terms”) as set forth below, provided, however, the total term of the Service Contract may not exceed ten (10) years from the Effective Date. 4.2 Renewal Terms. If State wishes to extend the Master Service Contract, the Contract Administrator shall send Contractor written notice (“Renewal Notice”) at least thirty (30) days prior to the expiration of the then current term. If Contractor consents to the extension, Contractor shall sign and return the Renewal Notice to the Contract Administrator within the time period specified therein. If the Contractor does not consent, the Master Service Contract will expire according to its terms, unless earlier terminated. 4.3 One-month Extension. Notwithstanding the foregoing, the State, in its sole discretion, may extend the Master Service Contract for a maximum of one (1) calendar month beyond any term. The Contract Administrator shall notify Contractor in writing of the one-month extension prior to the expiration of the then current term. Consecutive one-month extensions under this Section are not allowed. 5.0 PRICES AND PRICE ADJUSTMENTS: 5.1 Initial Term Prices. The prices set forth in Exhibit C are firm for the Initial Term. 5.2 Price Increases. After this Initial Term. Contractor may seek a price increase for Services reflecting increased costs by submitting a written request to the Contract Administrator, including all appropriate cost/price documentation to substantiate the proposed price increase. The Contract Administrator, in its sole discretion, shall determine whether the documentation is sufficient, whether to require additional documentation, whether to require independent verification of the documentation submitted, and whether to accept or reject any requested increase or offer some lesser amount. The requested increase must not exceed the Consumer Price Index for the current year. If approved, the price increase will be effective for the period specified in the approval. Contractor shall not request a price increase more than once every twelve (12) months. No more than one price increase will be granted in any 12-month period. In the event the Contract Administrator rejects the proposed price increase, Contractor may elect to


continue providing Services with no price increase, or the parties may agree to terminate the Master Service Contract pursuant to Section 10.0. In the event the Contract Administrator offers some compromise increase less than the request, Contractor may elect to agree to the compromise price increase. However, Contractor has no right to receive, or claim for failure to receive, such price increase for any term or extension term of the Master Service Contract. 5.3 Price Decreases. Contractor shall grant WSCA and the Participants the immediate benefit of any price decrease after the initial term. Contractor shall promptly notify the Contract Administrator of the amount and effective date of each decrease. Should such decreased prices again increase during the term of the Contract, including extensions, Contractor may request an increase limited to the pricing that was in-effect prior to the price decrease, if acceptable documentation verifying the increase is submitted to the Contract Administrator. The Contract Administrator, in its sole discretion, shall determine what constitutes acceptable documentation. 5.4. The price change (increase or decrease) applies to Services performed on or after the effective date of the price change. Invoices must reflect prices in effect on the date the Services are performed. 6.0 INVOICING AND PAYMENT: 6.1 Setup Costs. WSCA shall pay all setup costs (if applicable) as set forth on Exhibit C. 6.2 Booking Transaction Fees. WSCA shall pay all transaction fees assessed in the booking services, as set forth on Exhibit C. Contractor shall send all invoices to:

Western States Contracting Alliance Attention: Lee Ann Pope 201 E. Main Street, Suite 1405 Lexington, KY 40607 [email protected] (859) 541-9172

And a copy of all invoices to the WSCA Contract Administrator: Tim Hay

DAS State Procurement Office 1225 Ferry Street SE, U140 Salem, OR 97301 [email protected] (503) 378-4650

6.2.1 Invoices. Contractor shall provide WSCA an invoice for the booking transaction fees. Contractor shall send WSCA an invoice not more frequently than once per month. Contractor shall invoice WSCA for Services within 5 days of month end. Contractor shall detail all transactions and adjustments completed during the billing cycle, including, at a minimum, the following transaction information:




• Reservation Number • Date of reservation • Transaction fee.

6.2.2 Electronic Invoices. At DAS SPO’s request, Contractor shall provide the invoices electronically. Electronic invoices will be considered received at the time WSCA retrieves the invoice or at the time the WSCA computer invokes a preset transmittal request (auto/dial feature) in its electronic mailbox or 24-hours after Contractor submits the invoice to the electronic mailbox, which ever is earlier. 6.2.3 Account Changes. Contractor shall send a written request to Contract Administrator regarding any proposed changes to the account. DAS SPO shall reply in writing approving or rejecting the account modification. 6.2.4 Payment Options. WSCA may pay by check, warrant, or Electronic Funds Transfer (EFT). WSCA shall submit payments to the Contractor at the address shown on the invoice. 6.2.5 Taxes, Fees and Overdue Account Charges. Contractor shall not assess DAS SPO or WSCA any report fees, taxes, surcharges or any other fees for the administration of the direct billing account except as set forth on Exhibit C. Payment is due by WSCA no later than 30 60 days from date of invoice. Payment will not be considered late if a check or warrant is post marked within 30 60 days from the date of the invoice. Contractor may assess overdue account charges up to a maximum rate provided by law.. All payments are subject to ORS 293.462. 6.3 Travel Activity Expenses. Traveler shall pay and is responsible for all charges for activity expenses, including lodging, car rental, and other travel expenses. All activity expenses are between Traveler and a third party vendor and are not a part of this Master Service Contract.

• For lodging: Traveler’s payment obligation begins the day of check-in and acceptance of the room rented and ends on the day of check-out.

• For car rental: Traveler’s payment obligation begins upon pickup of the vehicle and ends upon

return of the vehicle.

• For other travel related expenses: to be amended as needed. 6.3.1 Methods of Payment. Traveler and third party provider (i.e. hotel or car rental company) shall agree upon the method of payment., provided, however, that Contractor shall ensure that third party providers accept all major credit cards. Contractor shall not assess any additional fees, taxes, surcharges, or any other fees or charges to Travelers for any Travel Activity Fees or when accepting major credit cards for payment. Contractor shall not pre-charge estimated room charges or first day or night room charges or rental charges. 6.4 Billing Dispute Resolution. The Contract Administrator may dispute charges by sending Contractor written notice detailing the dispute within thirty (30) days of the date of the invoice. Contractor shall investigate the dispute and make appropriate adjustments to specific account.


Contractor shall provide the Contract Administrator with a copy of all Contractor correspondence relating to any disputed transactions. 6.5 EFT Transaction Procedures. Contractor and DAS SPO may establish procedures for EFT transactions at the time of account setup. In the event Contractor, during the term, elects to designate a different financial institution for the receipt of any payment made using EFT procedures, notification of such change and required information specified above must be received by the Contract Administrator a minimum of sixty (60) days prior to the effective date of change. Contractor's failure to provide accurate information in a timely manner may delay payment of amounts otherwise properly due. 7. CONFIDENTIALITY AND NON-DISCLOSURE. 7.1. Confidential Information. Contractor acknowledges that it and its employees or agents may, in the course of performing their responsibilities under this Master Service Contract, be exposed to or acquire information that is confidential to Authorized Users. Any and all information of any form obtained by Contractor or its employees or agents in the performance of this Service Contract are confidential information of Authorized Users (“Confidential Information”). Contractor shall treat any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor with respect to confidentiality in the same manner as the Confidential Information. Confidential Information does not to include information that (a) is or becomes (other than by disclosure by Contractor) publicly known; (b) is furnished by Authorized User to others without restrictions similar to those imposed by this Service Contract; (c) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Service Contract; (d) is obtained from a source other than Authorized User without the obligation of confidentiality, (e) is disclosed with the written consent of Authorized User, or; (f) is independently developed by employees or agents of Contractor who can be shown to have had no access to the Confidential Information. 7.2. Non-Disclosure. Contractor agrees to hold Confidential Information in strict confidence, using at least the same degree of care that Contractor uses in maintaining the confidentiality of its own confidential information, and not to copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties, or use Confidential Information for any purposes whatsoever other than the provision of Services to Authorized Users hereunder, and to advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Authorized User in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Contract Administrator and Authorized User, as appropriate, immediately in the event Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Service Contract and Contractor will at its expense cooperate with Contract Administrator and Authorized User in seeking injunctive or other equitable relief in the name of WSCA or Authorized User or Contractor against any such person. Except as directed by Contract Administrator or Authorized User, Contractor will not at any time during or after the term of this Master Service Contract disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Service Contract, and that upon termination of this Master Service Contract or at Contract Administrator’s or Authorized User’s request, as applicable, Contractor will turn over to Contract Administrator or Authorized User all documents, papers, and other matter in Contractor's possession that embody Confidential Information.


7.3. Identity Theft. In the performance of the Master Service Contract, Contractor may have possession or access to documents, records or items that contain “Personal Information”, as that term is used in ORS 646A.602(11), including Social Security numbers. Personal Information is a type of Confidential Information that is highly sensitive and subject to additional protection. Therefore, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, Contractor shall have in place, a formal written information security program that provides safeguards to protect Personal Information from loss, theft, and disclosure to unauthorized persons, as required by the Oregon Consumer Identity Theft Protection Act, ORS 646A.600-646A.628.

7.3.1. Contractor shall not breach or permit breach of the security of any Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control under this Master Service Contract. Contractor shall not disclose, or otherwise permit access of any nature, to any unauthorized person, of any such Personal Information. Contractor shall not use, distribute or dispose of any Personal Information other than expressly permitted by Contract Administrator or Authorized User, required by applicable law, or required by an order of a tribunal having competent jurisdiction.

7.3.2. Contractor shall report to Contract Administrator or Authorized User, as promptly as possible, any breach of security, use, disclosure, theft, loss, or other unauthorized access of any document, record, compilation of information or other item that contains Personal Information to which Contractor receives access, possession, custody or control in the performance of this Master Service Contract. 7.3.3. Contractor shall ensure the compliance of its employees and agents with this section.

7.4. Security Policies / NDA. Contractor at all times shall comply with State’s security policies. State shall provide copies of all security policies to Contractor upon Contractor request. Contractor shall upon DAS SPO’s request provide a written nondisclosure agreement and obtain such from Contractor’s employees or subcontractors performing Services under this Master Service Contract. 7.5. Injunctive Relief. Contractor acknowledges that breach of this Article 7, including disclosure of any Confidential Information, will give rise to irreparable injury to Authorized User that is inadequately compensable in damages. Accordingly, DAS SPO or Authorized User may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of DAS SPO and Authorized User and are reasonable in scope and content. 7.6 Contractor shall not sell Traveler information to any third-party entity [for example: email marketing/solicitations.


8.0. Transition Assistance. Upon expiration or termination of all or part of the Services or upon Contractor Administrator’s request, Contractor shall provide the following termination assistance: Contractor shall continue to provide the Services that were provided by Contractor prior to the expiration or termination and any new services requested by DAS SPO that may be required to facilitate the transfer of the affected Services to Authorized User, a Third-Party service provider or other Authorized User designee, as applicable, including providing to Authorized User or Third-Party personnel training in the performance of the affected Services. Further, Contractor, upon Das SPO’s request, shall assign to DAS SPO all Third-Party licenses used to provide Services. At no additional cost, Contractor shall provide to DAS SPO or Authorized User and any designated Third-Party service provider: (i) in writing, applicable requirements, standards, policies, operating procedures and other documentation relating to the affected execution environment of the Services; and (ii) necessary access to the systems and sites from which the affected Services were provided, subject to DAS SPO’s or Authorized User’s right to review same. Contractor shall provide the termination assistance outlined in this section for a period of up to twelve (12) months, unless otherwise specified. Immediately upon expiration or termination of this Master Service Contract, Contractor shall provide DAS SPO with a final export of Authorized User Data in a format specified by DAS SPO and shall certify the destruction of all Authorized User’s Data within the possession of Contactor that is solely related to the expired or terminated Services. 9.0 CONTRACTORS REPRESENTATIONS AND WARRANTIES: Contractor represents and warrants as follows: 9.1 Contractor has the power and authority to enter into and perform the Master Service Contract. The Master Service Contract, when executed and delivered, is a valid and binding obligation of Contractor enforceable in accordance with its terms. 9.2 Contractor shall provide Services that meet or exceed the specifications set forth in this Master Service Contract and Exhibits B and G, and shall be free from error or defect that materially impairs their use, and shall be free from defects in materials, workmanship and design. 9.3 Contractor has the skill and knowledge possessed by well-informed members of its trade or profession and Contractor will apply that skill and knowledge with care and diligence and Contractor shall perform all Services in a good and workmanlike manner, and in accordance with the highest applicable professional or industry standards. 9.4 Contractor shall secure, maintain and pay for any third party software licenses or subscriptions and any required federal, state and local licenses, bonding, any facilities, equipment, vehicles, and trained personnel necessary to provide the services referenced in this Master Service Contract. 9.5. Contractor is not in violation of, charged with nor, to the best of Contractor’s knowledge, under any investigation with respect to violation of, any provision of any federal, state or local law, ordinance or regulation or any other requirement or order of any governmental or regulatory body or court or arbitrator applicable to provision of the Services, and Contractor’s provision of the Services shall not violate any such law, ordinance, regulation or order.


9.6. Except as otherwise permitted or provided in this Master Service Contract, all Services supplied by Contractor to Authorized User will be transferred to Authorized User free and clear of any and all restrictions on or conditions of transfer, modification, licensing, sublicensing, direct or indirect distribution, or assignment, and free and clear of any and all liens, claims, mortgages, security interests, liabilities, and encumbrances of any kind. 9.7. When used as authorized by this Master Service Contract, no Service delivered by Contractor to Authorized User infringes, nor will WSCA’s or Authorized User’s use, duplication, or transfer of such Services infringe, any copyright, patent, trade secret, or other proprietary right of any third party. 9.8. Except as otherwise set forth in this Master Service Contract, any subcontractors performing work for Contractor under this Master Service Contract have assigned all of their rights in the Services or Product to Contractor or Authorized User and no third party has any right, title or interest in any Services supplied to WSCA or Authorized User under this Master Service Contract. 9.9. Contractor represents and warrants that it will maintain, operate and enforce, prior to the receipt of, and during the period in which Contractor has possession of or access to, any Personal Information, an active and effective information security program to preserve the security and confidentiality of all Personal Information that is contained in any document, record, compilation of information or other item to which Contractor receives access, possession, custody or control. 9.10 Contractor represents and warrants that, at the time of delivery and installation of the software products provided through this Master Service Contract, those products shall be free of what are commonly defined as viruses, worms, spyware, and other malicious defects that will hamper performance of the software, collect unlawful personally identifiable information on users, or prevent the software from performing as required under the terms and conditions of this Master Service Contract. 9.11 The warranties set forth in this Section are in addition to, and not in lieu of, any other warranties provided by law. All warranties provided are cumulative, and will be interpreted expansively so as to afford WSCA and the Authorized Users with the broadest warranty protection available. 10.0 TERMINATION: 10.1 The Parties may mutually agree to terminate the Master Service Contract. Contractor. 10.2 Termination by DAS SPO. 10.2.1 DAS SPO may terminate the Master Service Contract upon thirty (30) days prior written notice to the Contractor. 10.2.2 DAS SPO may terminate the Master Service Contract after the cure period identified in Section 11.1.3 immediately if Contractor is in default of this Master Service Contract. 10.2.3 DAS SPO may terminate the Master Service Contract immediately due to a change in the law that prohibits the performance or payment to Contractor.


10.3 Termination by Contractor. Contractor has no unilateral right to terminate the Master Service Contract prior to the expiration or termination of the then current Term of the Master Service Contract. Contractor may terminate the Master Service Contractor at the end of the then current Term, provided Contractor gives the Contract Administrator sixty (60) days prior written notice. 10.4. Return of Property. Upon termination of this Master Service Contract for any reason whatsoever, Contractor shall immediately deliver to DAS SPO or Authorized User all of DAS SPO or Authorized User’s property (including without imitation DAS SPO’s or Authorized User’s Confidential Information or any Services for which DAS SPO has made payment in whole or in part) that are in the possession or under the control of Contractor in whatever stage of development and form of recordation such DAS SPO or Authorized User property is expressed or embodied at that time. Any property or Service returned or delivered to DAS SPO or Authorized User pursuant to this Section shall be provided without the warranties set forth in Article 9, unless, with respect to Services, DAS SPO or Authorized User has accepted the Services pursuant to Article 2.. 10.5 DAS SPO’S RIGHT TO SUSPEND THE SERVICES 10.5.1. DAS SPO may suspend portions or all of the Services due to the following causes: (a) Contractor’s default; (b) Any reason considered to be in the public interest. 10.5.2. DAS SPO shall notify Contractor in writing of the effective date and time of the suspension and shall notify Contractor in writing to resume Services. 10.5.3. Contractor’ Responsibility During Suspension: 10.5.4 If the suspension occurs due to the reason set forth in Section 10.5.1(a)., then during the period of the suspension, Contractor is responsible to continue to provide Customer Support and Maintenance. 10.5.5 If the suspension occurs due to the reasons set forth in Sections 10.5.1(b), Contractor shall provide Customer Support and Maintenance for a period of 90 days following the effective date of Suspension for any Deliverables accepted prior to the effective date of suspension. Notwithstanding, the foregoing Contractor shall not be obligated to provide support and maintenance during the period of suspension except to the extent such support and maintenance has been prepaid.. 10.5.6. When the Services are recommenced after the suspension Contractor shall complete the Services in every respect as though its prosecution had been continuous and without suspension. Due dates for Services shall be extended by amount of the period of suspension and a reasonable period for Contractor’s remobilization not to exceed 90 Calendar days. 10.6. Compensation For Suspension 10.6.1. Depending on the reason for suspension of the Services, DAS SPO or Contractor may be due compensation by the other party.


(a) If the suspension was required due to section 10.5.1. (a), DAS SPO may assess Contractor actual costs of the suspension in terms of administration remedial work by DAS SPO or another contractor to correct the problem associated with the suspension. (b) If the suspension was pursuant to section 10.5.1(b), neither party owes the other for the consequences of the suspension. Contractor shall be entitled to compensation for Services performed prior to the suspension as if the Master Service Contract or Contract were terminated for convenience. 10.7. Duration of Suspension 10.7.1. Contractor’s Default. No single instance of suspension of performance for Contractor’s default under section 10.5.1(a) may exceed 180 days. 10.7.2. Public Interest. No single instance of suspension of performance for the Public Interest under section 10.5.1(b) may extend beyond 30 days after the end of the biennium during which the suspension occurred. 11.0 DEFAULT: 11.1 Contractor Default. Contractor shall be in default of this Master Service Contract under the following circumstances: 11.1.1 Contractor institutes or has instituted against it, insolvency, receivership or bankruptcy proceedings, makes an assignment for the benefit of creditors, or ceases doing business on a regular basis; or 11.1.2 Contractor no longer holds a license or certificate that is required for Contractor to perform its obligations under the Master Service Contract and Contractor has not obtained such license or certificate within ten (10) business days after delivery of a notice by the Contract Administrator, as appropriate, or such longer period as the Contract Administrator may specify in such notice; or 11.1.3 Contractor commits any material breach or default of any covenant, warranty, obligation or certification under this Master Service Contract and such breach, default or failure is not cured within ten (10) business days after delivery of a notice of default by the Contract Administrator or such longer period as the Contract Administrator may specify in such notice. 11.2 DAS SPO or WSCA Default. DAS SPO or WSCA is in default of this Master Service Contract if DAS SPO or WSCA commits any material breach or default of any covenant, warranty, obligation or certification under this Master Service Contract and such breach, default or failure is not cured within thirty (30) business days after Contractor’s delivery of a notice of default to the Contract Administrator or such longer period as the Contractor may specify in such notice. 12.0 REMEDIES 12.1 DAS SPO or WSCA Remedies. If Contractor is in default under Section 11, DAS SPO or WSCA is entitled to the following remedies:


12.1.1 Recovery of any and all damages suffered as the result of Contractor's default, including but not limited to direct, indirect, incidental and consequential damages, and any other damages provided by any other applicable law. 12.1.2 Termination of this Master Service Contract under Section 10. 12.1.3 Reserved. Initiation of an action or proceeding for specific performance or declaratory, injunctive or equitable relief; 12.1.4 Exercise of its right of setoff, and withholding of monies otherwise due and owing. These remedies are cumulative to the extent the remedies are not inconsistent, and DAS SPO or WSCA may pursue any remedy or remedies singly, collectively, successively or in any order whatsoever. 12.2 Contractor Remedies. If DAS SPO or WSCA is in default, Contractor’s sole remedy is the amount of any unpaid invoices and the amount then due for transaction fees up to the date of termination, but not yet invoiced. 13.0 REPORTS: Contractor shall provide the following reports 13.1 Contractor must be able to generate monthly reports of sales history and contract activity. These reports must be in Microsoft Excel format and include the date and location of Services, the Participant and Traveler name and base cost of Services and total invoice amount (Services and all other charges). See Exhibit H for sample report. 13.2 REPORTS TO CONTRACT ADMINISTRATOR: Contractor shall submit quarterly reports to the Contract Administrator showing the quantities and dollar volume of purchases by each agency. 13.3 Reportable Sales or Not. Contractor shall submit a Volume Sales Report each month to the Contract Administrator whether or not there are reportable sales of Services. The report must contain complete and accurate details of the Services sold for the quarter just ended and (ii) such other information as DAS SPO may informally request. For purposes of the Volume Sales Report based on the Services sold,. Volume Sales do not include taxes, assessments, fees, or other charges itemized on the invoice which Contractor is required by a third party to collect. 13.4 TERMS APPLICABLE TO ALL ADMINISTRATIVE AND CONTRACT MANAGEMENT REPORTS 13.4.1 Report Format. Contractor shall provide the report in Microsoft Excel spreadsheet or other format agreed to in advance to by Contractor and the Contract Administrator. 13.4.2 Report Delivery. Contractor shall provide reports electronically and send hard copies via regular mail. For electronic reports, Contractor shall either email reports to the applicable Contract Administrator, through a secure email or File Transfer (FTP) Sites? 13.4.3 All reports shall identify the Master Service Contract number.


13.4.4 Report Receipt and Acceptance. The receipt or acceptance of any of the reports furnished pursuant to this Service Contract or any Participating Addendum, or any sums paid hereunder, shall not preclude DAS SPO from challenging the validity thereof at any time. 13.4.5 Compliance Audits. During the term of this Master Service Contract, the Contract Administrator will monitor the Contractor for compliance through the required monthly and quarterly reports. Contract Administrator may audit Contractor's Master Service Contract files for purposes of determining compliance with the Master Service Contract reporting requirements.

13.4.6. Reporting Dates. Contractor shall submit the monthly reports required by this Section 10 by the thirtieth (30th) day of the month following the reporting month. DAS SPO MAY TERMINATE THE MASTER SERVICE CONTRACT IF CONTRACTOR DOES NOT SUBMIT ADMINISTRATIVE AND CONTRACT MANAGEMENT REPORTS AS SCHEDULED. 14.0 ACCESS TO RECORDS AND AUDIT RIGHTS:

14.1 Contractor shall maintain, retain, and keep accessible all records relevant to the Master Service Contract (the "Records") for a minimum of six (6) years, or such longer period as may be required by applicable law following expiration or termination of the Master Service Contract, or until the conclusion of any audit, controversy or litigation arising out of or related to the Master Service Contract, whichever date is later (“Record Retention Period”). Contractor shall keep financial records in accordance with generally-accepted accounting principles. Contractor shall permit DAS SPO, its duly authorized representatives, and the federal government access to the Records at reasonable times and places for purposes of examination and copying. 14.2 During the term of the Master Service Contract and the Record Retention Period, DAS SPO at its own expense (except as provided herein) has the right to audit Contractor’s Records at a location determined by the State and Contractor shall deliver and make accessible at it sole expense to the location determined by the State and other pertinent data, to determine and verify the figures reported in any sales reports furnished by Contractor. Such audits will take place during regular business hours, at Contractor’s premises, and upon reasonable notice, and shall be conducted by an authorized representative of DAS SPO. 15.0 DISASTER RECOVERY; BACKUP Notwithstanding the provisions of section 15.0, Contractor shall be responsible for providing disaster recovery services if Contractor experiences or suffers a disaster; Contactor shall take all necessary steps to ensure that Authorized User shall not be denied access to the Services for more than five (5) hours in the event there is a disaster to Contractor data, Authorized User Data or Contractor Intellectual Property necessary to provide the Services. Contactor shall maintain the capability to resume provision of the Services from an alternative location and via an alternative telecommunications route in the event of a disaster that renders Contractor’s data center unusable or unavailable. If Contractor fails to restore the Services within five (5) hours of the initial disruption to service, or Contractor declares more than two (2) disasters in any twelve (12) month period, DAS SPO may declare Contractor to be in default of the contract and DAS SPO or Authorized User may seek alternate services, which would have otherwise been provided under this Master Service Contract, from Third Parties. Contractor shall reimburse DAS SPO for all costs reasonably incurred in obtaining such alternative services, with payment to be made within thirty (30) days of written request for such payments.


Contractor shall provide secured, off-site storage on a weekly basis of all backup disks, data or materials of any type whatsoever produced in whole or in part in connection with or related to the performance by Contractor of its obligations under this Master Service Contract (including without limitation discs, tapes, other storage media, work papers and partial drafts of documentation code). Contractor shall deliver copies of such stored data to DAS SPO upon request. 16.0 COMPLIANCE WITH APPLICABLE LAWS AND STANDARDS: Contractor shall comply with all federal, state and local laws, rules, regulations, executive orders and ordinances applicable to the Master Service Contract, all of which are incorporated herein by reference to the extent applicable. If Contractor is found to be not in compliance with these requirements during the life of this Master Service Contract, the Contractor agrees to take appropriate steps to correct these deficiencies. Federal law, as applicable to the Master Service Contract, takes precedence over any conflicting state law. Notwithstanding the foregoing order of precedence, if the conflict is between minimum standards for quality, safety or similar attributes of the Services, the higher standards apply. DAS SPO’s performance under the Master Service Contract is conditioned upon Contractor's compliance with the obligations of contractors under ORS 279B.220, 279B.230 and 279B.235, which are incorporated by reference herein 17.0 TIME IS OF THE ESSENCE: Contractor agrees that time is of the essence for Contractor's performance obligations under the Master Service Contract. 18.0 ORDER OF PRECEDENCE. In the event of any conflict or inconsistencies among Master Service Contract documents, the following order of precedence shall apply:

A. the terms and condition of the Master Service Contract B. exhibits to the Master Service Contract C. Contractor terms and conditions contained online or in a license agreement. D. the transaction details contained in the hotel invoice E. the transaction details contained in the reservation confirmation

19.0 FORCE MAJEURE: Neither DAS SPO nor Contractor is responsible for delay or default caused by fire, riot, acts of God, war, or any other cause which is beyond the party's reasonable control. Contractor shall, however, make all reasonable efforts to remove or eliminate such a cause of delay or default and shall, upon the cessation of the cause, diligently pursue performance of its obligations under the Master Service Contract or Participating Addendum. DAS SPO may terminate the Master Service Contract , upon written notice after reasonably determining that such delay or default will likely prevent successful performance of the Master Service Contract. 20.0 INSURANCE: Contractor shall obtain prior to the Effective Date of the Master Service Contract, and maintain during the term of the Service Contract, the insurance required as provided in Exhibit D. Contractor shall require and ensure that each of its subcontractors, if any, complies with these requirements.


21.0 FOREIGN CONTRACTOR: If the amount of the Contract exceeds ten thousand dollars ($10,000), and if Contractor is not domiciled in or registered to do business in the State, Contractor shall promptly provide to the Oregon Department of Revenue all information required by that Department relative to the Contract. Agency shall be entitled to withhold final payment under the Contract until Contractor has met this requirement. 22.0 INDEPENDENT CONTRACTOR STATUS; RESPONSIBILITY FOR TAXES AND WITHHOLDING: 22.1 Contractor shall perform all Services as an independent Contractor. Although DAS SPO reserves the right (i) to determine (and modify) the delivery schedule for the Services to be delivered and the Services to be performed and (ii) to evaluate the quality of the completed performance, DAS SPO cannot and will not control the means or manner of Contractor's performance. Contractor is responsible for determining the appropriate means and manner of performing any Services required by this Master Service Contract. 22.2 If Contractor is currently performing work for the any state or the federal government, Contractor by signature to this Master Service Contract declares and certifies that: Contractor’s Work to be performed under this Master Service Contract creates no potential or actual conflict of interest and no State or federal rules or regulations would prohibit Contractor’s performance under this Master Service Contract. Contractor is not an "officer", "employee", or "agent" of DAS SPO. 22.3 Contractor is responsible for all federal and state taxes applicable to compensation or payments paid to Contractor under this Master Service Contract, and unless required by prevailing federal law or regulations, DAS SPO and WSCA will not withhold from compensation or payments to Contractor any amount(s) to cover Contractor's federal or state tax obligations unless Contractor is subject to backup withholding. Contractor is not eligible for any social security, unemployment insurance or workers' compensation benefits from compensation or payments paid to Contractor under this Master Service Contract. 23.0 INDEMNIFICATION: 23.1 CONTRACTOR SHALL DEFEND, SAVE, HOLD HARMLESS, AND INDEMNIFY THE STATE OF OREGON AND WSCA, AND THEIR POLITICAL SUBDIVISIONS, AGENCIES, DEPARTMENTS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ALL CLAIMS, SUITS, ACTIONS, PROCEEDINGS, LOSSES, DAMAGES, LIABILITIES, AWARDS AND COSTS OF EVERY KIND AND DESCRIPTION (COLLECTIVELY, "CLAIM") WHICH MAY BE BROUGHT OR MADE AGAINST THE STATE AND WSCA OR THEIR POLITICAL SUBDIVSIONS, AGENCIES, DEPARTMENTS, OFFICERS, EMPLOYEES AND AGENTS ARISING OUT OF OR RELATED TO (I) ANY PERSONAL INJURY, DEATH OR PROPERTY DAMAGE CAUSED BY ANY ALLEGED ACT, OMISSION, ERROR, FAULT, MISTAKE OR NEGLIGENCE OF CONTRACTOR, ITS OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, RELATED TO THIS MASTER SERVICE CONTRACT , (II) ANY ACT OR OMISSION BY CONTRACTOR THAT CONSTITUTES A MATERIAL BREACH OF THIS MASTER SERVICE CONTRACT, INCLUDING WITHOUT LIMITATION ANY BREACH OF WARRANTY, OR (III) THE INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET OR OTHER PROPRIETARY RIGHT OF ANY THIRD PARTY BY DELIVERY OR USE OF THE SERVICES. STATE SHALL PROMPTLY NOTIFY CONTRACTOR IN WRITING OF ANY CLAIM THAT IT BECOMES AWARE. CONTRACTOR'S OBLIGATION UNDER


THIS SECTION SHALL NOT EXTEND TO ANY CLAIM PRIMARILY CAUSED BY (I) THE NEGLIGENT OR WILLFUL MISCONDUCT OF STATE OR WSCA, OTHER PARTICIPANTS, OR THEIR POLITICAL SUBDIVISIONS, AGENCIES, DEPARMENTS, OFFICERS, EMPLOYEES OR AGENTS, OR (II) MODIFICATION BY STATE, WSCA, OTHER PARTICIPANTS, OR THEIR POLITICAL SUBDIVISIONS, AGENCIES, DEPARMENTS, OFFICERS, EMPLOYEES OR AGENTS, OR THEIR USE OF SERVICES WITHOUT CONTRACTOR'S APPROVAL AND IN A MANNER INCONSISTENT WITH THE PURPOSE AND PROPER USAGE OF SUCH SERVICES. 23.2 ASSIGNMENT OF ANTITRUST RIGHTS. CONTRACTOR IRREVOCABLY ASSIGNS TO STATE AND WSCA ANY CLAIM FOR RELIEF OR CAUSE OF ACTION WHICH THE CONTRACTOR NOW HAS OR WHICH MAY ACCRUE TO THE CONTRACTOR IN THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO CONTRACTOR FOR THE PURPOSE OF CARRYING OUT CONTRACTOR'S OBLIGATIONS UNDER THIS MASTER SERVICE CONTRACT, INCLUDING, AT STATE'S OPTION, THE RIGHT TO CONTROL ANY SUCH LITIGATION ON SUCH CLAIM OR RELIEF OR CAUSE OF ACTION. CONTRACTOR SHALL REQUIRE ANY SUBCONTRACTORS HIRED TO PERFORM ANY OF CONTRACTOR'S DUTIES UNDER THIS MASTER SERVICE CONTRACT TO IRREVOCABLY ASSIGN TO THE STATE OF OREGON AND WSCA, AS THIRD PARTY BENEFICIARIES, ANY RIGHT, TITLE OR INTEREST THAT HAS ACCRUED OR WHICH MAY ACCRUE IN THE FUTURE BY REASON OF ANY VIOLATION OF 15 U.S.C. § 1-15, IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED TO THE SUBCONTRACTOR FOR THE PURPOSE OF CARRYING OUT THE SUBCONTRACTOR'S OBLIGATIONS TO CONTRACTOR IN PURSUANCE OF THIS AGREEMENT, INCLUDING, AT THE STATE'S AND WSCA’S OPTION, THE RIGHT TO CONTROL ANY SUCH LITIGATION ON SUCH CLAIM OR RELIEF OR CAUSE OF ACTION. 23.3 ATTORNEYS' FEES: Neither party shall be entitled to recover attorney's fees, court and investigative costs, or any other fees or expenses associated with pursuing a remedy for damages arising out of or relating to the Master Service Contract. 24.0 NOTICES: All notices required under the Master Service Contract shall be in writing and addressed to the Party's authorized representative as indicated below. Mailed notices are deemed received five (5) days after post marked, when deposited, properly addressed and prepaid, into the U.S. postal service. Faxed notices are deemed received upon electronic confirmation of successful transmission to the designated fax number. Personal delivery are effective upon delivery. Either Party may change its authorized representative or address by written notice to the other in accordance with the terms of this Section 20. Contract Administrator: Name: Tim Hay Address: 1225 Ferry Street SE U140 City, State, Zip Salem, OR 97301-4285 Phone (voice) 503-378-4650 Phone (fax) 503-373-1626 E-mail: [email protected] And a copy to: Western States Contracting Alliance



Attention: Lee Ann Pope 201 E. Main Street, Suite 1405 Lexington, KY 40607 [email protected] (859) 541-9172 Contractor: Name: Address: City, State, Zip Phone (voice) Phone (fax) E-mail: 25.0 GOVERNING LAW, VENUE AND CONSENT TO JURISDICTION: 25.1 The Master Service Contract shall be governed by and construed in accordance with the laws of the State of Oregon, without regard to principles of conflicts of laws. 25.2 Any claim, action, suit or proceeding (collectively, "Claim") between the Parties that arises from or relates to the Master Service Contract will be brought and conducted solely and exclusively within the Circuit Court of Marion County for the State of Oregon. If a claim must be brought in a federal forum, it will be brought and conducted solely and exclusively in the District Court for the District of Oregon. CONTRACTOR HEREBY CONSENTS TO THE IN PERSONAM JURISDICTION OF SAID COURTS AND WAIVES ANY OBJECTION TO VENUE IN SUCH COURT, AND WAIVES ANY CLAIM THAT SUCH FORUM IS AN INCONVENIENT FORUM. Nothing herein shall be construed as a waiver of the any State's sovereign or governmental immunity, whether derived from the Eleventh Amendment to the United States Constitution or otherwise, or of any defenses to Claims or jurisdiction based thereon. 26.0 SURVIVAL: Any terms of this Master Service Contract, which by their context or nature are intended to survive termination or expiration including but not limited to warranty, indemnification, access to records, governing law, venue, and consent to jurisdiction, termination and remedies provisions will survive the termination or expiration of this Master Service Contract. 27.0 SEVERABILITY: If any provision of the Master Service Contract is declared by a court of competent jurisdiction to be illegal or otherwise invalid, the validity of the remaining terms and provisions will not be affected, and the rights and obligations of the parties will be construed and enforced as if the Service Contract did not contain the particular provision held to be invalid. 28.0 ASSIGNMENT/SUBCONTRACT/SUCCESSORS: 28.1 Contractor shall not assign, sell or transfer any of its rights, or delegate or subcontract obligations under the Master Service Contract, whether by merger, consolidation, dissolution, operation of law or any other manner without the prior written approval of DAS SPO Any purported assignment of rights or delegation or subcontracting of obligations in violation of this provision is void.



28.2 Further, no such written approval shall relieve Contractor of any obligations under the Master Service Contract, and any assignee, transferee delegate or subcontractor shall be considered the agent of Contractor. 28.3 The provisions of the Master Service Contract are binding upon, and shall inure to the benefit the parties to the Master Service Contract and their respective successors and permitted assigns. 29.0 NO THIRD PARTY BENEFICIARIES: DAS SPO and Contractor are the only parties to this Master Service Contract and are the only parties entitled to enforce the terms of this Service Contract. Nothing in this Master Service Contract gives, is intended to give, or will be construed to give or provide any benefit or right not held by or made generally available to the public, whether directly, indirectly or otherwise, to third persons unless such third persons are individually identified by name in this Master Service Contract and expressly described as intended beneficiaries of the terms of this Master Service Contract. WSCA and the Travelers of WSCA Member States and other Participants are intended beneficiaries of this Master Service Contract. 30.0 AMENDMENTS; WAIVERS:. No amendment, waiver, or consent of terms of the Master Service Contract will bind either Party unless in writing and signed by both Parties, and all necessary approvals have been obtained. Waivers and consents are effective only in the specific instance and for the specific purpose given. The failure of DAS SPO to enforce any provision of the Master Service Contract is not a waiver by State of that or any other provision. The Parties may need to modify selected terms, conditions, price(s) and types of work under circumstances related to the following illustrative, although not exhaustive categories of anticipated amendments: (a) amendments required as result of necessary changes in business processes that may restructure a Party; (b) amendments to extend the term of the Master Service Contract in accordance with Section 3; (c) amendments to change pricing, but only in accordance with Section 3; (d) amendments to the Exhibit B Scope of Services used under this Master Service Contract. and (e) to incorporate any future enhancements available. All amendments must be in writing and signed by all Parties and receiving all necessary approvals before becoming effective. 31.0 MERGER CLAUSE: The Master Service Contract, its attachments and exhibits constitute the entire agreement between the Parties on the subject matter thereof. There are no understandings, agreements, or representations, oral or written, not specified therein regarding the Master Service Contract. WITNESS THE PARTIES’ HANDS: The undersigned acknowledges, certifies under penalty of perjury, individually and on behalf of the Contractor that: (1) He/she is a duly authorized representative of the Contractor, has been authorized by Contractor to make all representations, attestations, and certifications contained in this Contract, if any, issued, and to execute this Master Service Contract on behalf of Contractor; (2) Contractor is bound by and will comply with all requirements, specifications, and terms and conditions contained in this Master Service Contract (including all listed attachments and Addenda, if any, issued; (3) Contractor will furnish the designated Services in accordance with the Service Contract specifications and requirements, and will comply in all respects with the terms of the resulting Contract upon award; (4) Contractor has not discriminated against minority, women or emerging small business enterprises in obtaining any required subcontracts, and that the Contractor is not in violation of any Discrimination Laws; and (5) Contractor will provide Contractor’s Federal Employer Identification Number to


Contract Administrator upon award. The individual signing on behalf of Contractor hereby certifies and swears under penalty of perjury to the best of the individual’s knowledge that: (a) the number shown on this form is Contractor's correct taxpayer identification; (b) Contractor is not subject to backup withholding because (i) Contractor is exempt from backup withholding, (ii) Contractor has not been notified by the IRS that Contractor is subject to backup withholding as a result of a failure to report all interest or dividends, or (iii) the IRS has notified Contractor that Contractor is no longer subject to backup withholding; (c) s/he is authorized to act on behalf of Contractor, s/he has authority and knowledge regarding Contractor's payment of taxes, and to the best of her/his knowledge, Contractor is not in violation of any Oregon Tax Laws. For the purposes of this certification, Oregon Tax Laws means a state tax imposed by ORS 320.005 to 320.150 and 403.200 to 403.250 and ORS chapters 118, 314, 316, 317, 318, 321 and 323 and the elderly rental assistance program under ORS 310.630 to 310.706 and local taxes administered by the Department of Revenue under ORS 305.620; (d) Contractor is an independent contractor as defined in ORS 670.600; and (e) the supplied Contractor data is true and accurate. Contractor: __________________________________________________________ Authorized Signature:___________________________________________________ Title:_________________________________________________________________ Date: ____________________________________ FEIN ID# (required) _________________________________________ Contact Person (Type or Print): __________________________________________ Telephone Number: (______) ______________________ Fax Number: (_______) ___________________________ The State of Oregon, acting by and through the Department of Administrative Services, State Procurement Office on behalf of the Western States Contacting Alliance and its member states and other Participants Authorized Signature: _________________________________________________ Date: _____________________________ Term of Service Contract: _____________________________ Service Contract No.: ___________________________


EXHIBIT A

NASPO REGIONS


EXHIBIT B

SCOPE OF SERVICES Contractor shall provide an online reservation Booking Tool and fulfillment and support services under the terms and conditions in this Master Service Contract.

1. Contractor shall provide an online travel booking tool (Booking Tool). The Booking Tool must be compatible with latest versions of all popular web browsers including but not limited to Internet Explorer, Firefox, Safari, Netscape and Chrome. 2. Booking Tool will provide the ability to book travel reservations through Global Distribution System (GDS) for the WSCA Lodging preferred property by the unique WSCA GDS rate code. Booking tool must also display WSCA contracted rates for Vehicle Rental Contractors and potential air service contractors. 3. Booking Tool will have the ability to list WSCA Lodging properties not participating in the GDS and provide a web link (if available by property) to redirect to the property with a disclaimer to book directly with the property by phone or on its website. Search result list will randomly rotate the list of properties as searches are conducted.

4. GDS ACCESSS: The Booking Tool must have access to all four major global distribution systems: Apollo/Gallieo, Amadeus, Sabre, and Worldspan. 5. Contractor shall provide an online travel reservation system through a subscription service or Software as a Service. 6. Contractor shall provide fulfillment and support services to ensure a proper reservation and booking has occurred. Contractor must provide support services for all completed reservations. 7. Contractor must have all required licenses, bonding, facilities, equipment, vehicles, and trained personnel necessary to perform the requirements specified in this RFP. 8, Contractor personnel must be knowledgeable with the terms and conditions of the Service Contract. 9. RESERVATIONS: Contractor shall display the terms and conditions of the WSCA Travel Agreements prior to the time of reservation. (Example: Traveler agrees that room reservations must be cancelled prior to 4:00 pm the day check-in, otherwise one night of room charges will occur) 10. Contractor online reservation confirmations must clearly show all charges, and also detail any surcharges, taxes, and other charges that are part of the reservation, provided, however, that Traveler shall not be liable for taxes. Upon request, Traveler shall deliver to Contractor a tax exemption certificate. 11. Contractor shall assist any investigative unit of Participant concerning alleged wrongdoing or suspected fraud or abuse by any Travelers or those entities doing business with the Contractor.


Reciprocal assistance from the Participant with regard to investigations shall be provided to the Contractor. 12. Contractor shall develop and maintain a list of Participant contacts and designated billing office contacts. Participant shall provide its designated Participant and designated billing office contact(s). The Contractor shall add this information to the list upon receipt from the Participant. 13. Upon reservation booking, Contractor shall provide a detailed reservation confirmation. This confirmation must show all daily room charges, and applicable taxes. The terms and conditions of this Service Contract take precedence over and supersede all other conflicting terms and conditions, express or implied that are included in the hotel invoice. 14. Contractor shall provide a detailed invoice to WSCA of all transaction fees. The invoice shall include the date of the reservation, reservation confirmation number and transaction fee. Contractor shall total all transaction fees. 15. Contractor shall accept all major credit cards (Visa, MasterCard, Discover and American Express) through its Booking Tool system. Contractor credit card processing system must be PCI compliant to the latest standards. 16. The Booking Tool must have a map link for the properties displayed in the search results. 17. The Booking Tool must be configurable to publish the information about properties based on the hotel RFQ. (RFQ Attachment E) 18. The Booking Tool must have icons, textual descriptions or textual listings featuring the following amenities viewable or easily accessible from on the search results page:

• Restaurant on or nearby • Near Airport • Airport shuttle services • Other shuttle services • Continental or Full breakfast included • Fitness Center • Free Internet Service • Paid Internet Service • Swimming Pool • Business Center • Meeting Rooms Available • No Black Out Date • Last Room Available • Environmentally Preferable • Economically Preferable • Historical Property or Location


The Booking Tool must show the following information about properties in a pop up window or separate page:

• Restaurant on or nearby • Near Airport • Free shuttle service • Continental or Full breakfast included • Fitness Center • Free Internet Service • Paid Internet Service • Swimming Pool • Business Center • Meeting Rooms Available • No Black Out Date • Last Room Available • Environmentally Preferable • Economically Preferable • Historical Property or Location

Meeting room information:

• Number of meeting rooms • Total square footage of meeting rooms • Number of conference rooms • Sq. foot of largest conference room • Number of board rooms • No. of people largest board room will seat • No. of meeting rooms with wireless internet • No. of meeting rooms with wired internet • Is audio-visual equipment available • Are catering services available

Rates and other hotel information:

• Per-diem Information • Seasonal per-diem rates and periods (if applicable) • Year Round Per diem Rate (if applicable) • Flexible Rates or discounted rates -

Local hotel/motel tax - Last Room Availability - Black Out Dates – listed by period with start and end dates. (example below)

Black Out Start Black Out End Period 1 xx/xx/xxxx xx/xx/xxxx


19. Reserved 19. The Booking Tool must collect the following search information:

• The state the employee works in • Employer type • Name of Agency or Employer • City and state of search • Check in and Check out dates • Date stamp when search was made

20. The Booking Tool must calculate the estimated GSA Per-diem rate based on the rate multiplied by length of stay and displayed at the top of the search results page. 21. Booking Tool must generate monthly reports to view sales history. Proposer shall describe any reporting functions available. These reports must be in Microsoft Excel format and include the date and location of sale of Services, the Participant and Traveler and base and total cost of Services by room. Reports shall also include: Number of Rooms Nights by Vendor, $ Spend by Vendor, # of Room Nights by Property State, Top 20 Cities and/or Properties Booking Tool must have a log in that allows the Contract Administrator or the WSCA Contract Administrator to access this information directly. See Exhibit H for sample report. Booking tool must also have reporting capabilities for vehicle rental and airline transactions. 22. Booking tool must allow access by the Contract Administrator to update Properties as needed. 23. Contractor must have a 24 hour customer service number accessible by a toll free telephone number for fulfillment related purposes. Toll free number must be displayed on booking tool. 24. Web Reservations: Contractor must have a dedicated web portal for Traveler to access rooms available and make reservations over the internet under the Master Service Contract. Proposal must describe Proposer’s website booking capabilities. Dedicated web portable must be brandable to showcase as being the WSCA Travel website. 25. Contractors website must be a HTTPS: Secured Site that is regularly tested and contain updated security enhancements as they are created within the industry. 26. Contractor must provide quarterly reporting of benchmarked savings of the WSCA contracted rates versus published rates. 27. Booking Tool must be able to filter search results by Traveler desired amenities. 28. Booking Tool search results list must randomly rotate the order list of properties as searches are conducted.


29. Service Implementation: Proposer shall submit a Services implementation plan. Proposer shall describe the plan to integrate with existing WSCA Travel agreements. This includes any training programs, webinars, sales literature, state and Traveler visitations or public forums. 30. Contractor must have Airlines Reporting Corporation (ARC) and the International Air Transport Association (IATA) certifications to provide fulfillment services. 31. Booking tool must be able to conduct searches at no cost.

32. Booking tool must include a field for trip authorization number. 33. Contractor shall deliver a copy of its Disaster Recovery Plan to DAS SPO. Contractor shall maintain and update its Disaster Recovery Plan as necessary. Contractor shall deliver copies of any updated plans to DAS SPO within ten (10) days of any revision. 34. Upon WSCA approval, WSCA will allow the Contractor to market and post banner advertising on the Booking Tool of vendors participating in the WSCA Travel program to offset transaction fees. Proposer shall demonstrate anticipated transaction fee savings in its Proposal. 35. Contractor shall provide unlimited training via webinar or other electronic means on the use and functionality of the online booking tool at no additional charge to WSCA, the Travelers, or Participating Entity. 36. Please insert any desirable elements accepted from the Proposal.


EXHIBIT C

PRICING To be completed prior to award of Price Agreement.


EXHIBIT D

INSURANCE REQUIREMENTS During the term of the Master Service Contract, Contractor shall maintain in full force and at its own expense each insurance coverage or policy noted below, from insurance companies that are authorized to transact insurance and issue coverage in the State of Oregon and WSCA/NASPO and are acceptable to both the State of Oregon and WSCA/NASPO. Contractor shall pay for all deductibles, self-insured retention and self-insurance included thereunder.

Commercial General Liability Contractor shall obtain, at its expense, and keep in effect during the term of this Master Service Contract, Commercial General Liability Insurance covering bodily injury and property damage in a form and with coverage that is satisfactory to DAS SPO and WSCA/NASPO. This insurance will include personal injury liability, products and completed operations, and contractual liability coverage for the indemnity provided under this Master Service Contract, and is made on an occurrence basis. Combined single limit per occurrence will not be less than $1,000,000. Each annual aggregate limit shall not be less than $1,000,000.

Workers’ Compensation All employers, including Contractor, that employ subject workers who work under this Master Service Contract shall comply with and provide the required Workers' Compensation coverage, unless such employers are exempt under state law. Contractor shall ensure that each of its subcontractors complies with these requirements.

Additional Insured The liability insurance coverage, except Workers' Compensation, required for performance of the Master Service Contract will include the State of Oregon and WSCA/NASPO and their departments, divisions, commissions, branches, officers and employees as Additional Insured but only with respect to Contractor's activities to be performed under this Master Service Contract. Coverage shall be primary and non-contributory with any other insurance and self-insurance.

“Tail” Coverage If any of the required liability insurance is on a “claims-made” basis, “tail” coverage will be required at the completion of this Master Service Contract for the duration of twenty-four (24) months, or the maximum time period reasonably available in the marketplace. Contractor shall furnish certification of “tail” coverage as described or continuous “claims-made” liability coverage for twenty-four (24) months following Master Service Contract completion. Continuous “claims-made” coverage will be acceptable in lieu of “tail” coverage provided its retroactive date is on or before the effective date of this Master Service Contract. If continuous “claims-made” coverage is used, Contractor shall be required to keep the coverage in effect for a duration of not less than twenty-four (24) months from the end of the Master Service Contract. This will be a condition of the final acceptance of work or services.

Notice of Cancellation or Change There shall be no cancellation, material change, potential exhaustion of aggregate limits or non-renewal of insurance coverage(s) without sixty (60) days' written notice from Contractor or its insurer(s) to DAS SPO and WSCA/NASPO. Any failure to comply with the reporting provisions of this clause shall


constitute a material breach of contract and shall be grounds for immediate termination of this Master Service Contract by DAS SPO.

Certificate(s) of Insurance Prior to performing under the Master Service Contract, as evidence of the insurance coverage required by this Master Service Contract, Contractor shall furnish Certificate(s) of Insurance for all required insurance to the Contractor Administrator, if required, prior to its commencement of work under this Master Service Contract. Contractor’s failure to present the required documents shall result in immediate contract termination. The Certificate(s) will specify all of the parties who are endorsed on the policy as Additional Insured (or Loss Payees).


EXHIBIT E

SOFTWARE LICENSES


EXHIBIT F

SERVICE LEVEL AGREEMENT


EXHIBIT G

TRAVELER’S ON-LINE USE TERMS AND CONDITIONS

Use of Services Traveler’s use of the Services is subject to the terms and conditions of the Master Service Contract between the State of Oregon, Department of Administrative Services, State Services Division, State Procurement Office, on behalf of the Western States Contracting Alliance and its member states (“WSCA”) and other Participants and Contractor effective __________________ (“Master Service Contract”). Corporate Identification and Trademarks All content and software included on this site is the property of WSCA or its content or software suppliers and is protected by U.S. and international copyright laws. The compilation of all content on this site is the exclusive property of WSCA and protected by U.S. and international copyright laws. WSCA is not responsible for content on websites operated by parties other than WSCA or its content or software suppliers. Other logos and product and company names mentioned herein may be the trademarks of their respective owners. You may not use, copy, reproduce, republish, upload, post, transmit distribute or modify the Trademarks in any way, including in advertising or publicity pertaining to distribution of materials on this Site, without WSCA prior written consent. The use of Trademarks on any other Web site or network computer environment is prohibited. WSCA prohibits the use of Trademarks as a "hot" link on, or to, any other Web site unless establishment of such a link is pre-approved by WSCA Lodging in writing. Use Restriction This Site is intended for business use. You may only use this Site to make legitimate requests to book the products or services offered (each, a "Request"), and shall not use this Site to make any speculative, false or fraudulent Requests, or any Requests in anticipation of demand. You may not use robots or other automated means to access this Site, unless specifically permitted by WSCA. You represent that you are of sufficient legal age to create binding legal obligations for any liability you may incur as a result of your use of this Site. You agree to promptly update your profile information in order to keep it current, complete and accurate. It is a violation of law to place a Request in a false name or with an invalid credit card. Please be aware that even if you do not give us your real name, your Web browser transmits a unique Internet address to us that can be used by law enforcement officials to identify you. Fraudulent users will be prosecuted to the fullest extent of the law. Permission is granted to electronically copy and print in hard-copy portions of this Site for the sole purpose of using this Site as a hotel booking resource. Any other use of materials or Content on this Site, including reproduction for a purpose other than that noted above without WSCA prior written consent is prohibited. Reviews, Comments And Other Submissions We encourage you to share your comments and questions with us, but we may not be able to respond to all of them. Please be aware that by submitting content to this Site by electronic mail, postings on this Site or otherwise, including any hotel reviews, questions, comments, suggestions, ideas or the like contained in any submissions (collectively, "Submissions"), you grant WSCA and the affiliated, co-branded and/or linked website partners through whom we provide service (collectively, " WSCA Lodging Affiliates") and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use,


reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout the world in any media, now known or hereafter devised; and (b) use the name that you submit in connection with such Submission. You acknowledge that WSCA may choose to provide attribution of your comments or reviews (for example, listing your name and hometown on a hotel review that you submit) at our discretion, and that such submissions may be shared with our supplier partners. You further grant WSCA the right to pursue at law any person or entity that violates your or WSCA rights in the Submissions by a breach of this Agreement. You acknowledge and agree that Submissions are non-confidential and non-proprietary. We take no responsibility and assume no liability for any Submissions posted or submitted by you. We have no obligation to post your comments; we reserve the right in our absolute discretion to determine which comments are published on the Site If you do not agree to these terms and conditions, please do not provide us with any Submissions. Please note that WSCA assumes no responsibility for reviewing unsolicited ideas for business (like product or advertising ideas), and will not incur any liability as a result of any similarities between those ideas and materials that may appear in future WSCA programs. You are fully responsible for the content of your Submissions (specifically including, but not limited to, reviews posted to this Site). You are prohibited from posting or transmitting to or from this Site: (i) any unlawful, threatening, libelous, defamatory, obscene, pornographic, or other material or content that would violate rights of publicity and/or privacy or that would violate any law; (ii) any commercial material or content (including, but not limited to, solicitation of funds, advertising, or marketing of any good or services); and (iii) any material or content that infringes, misappropriates or violates any copyright, trademark, patent right or other proprietary right of any third party. You shall be solely liable for any damages resulting from any violation of the foregoing restrictions, or any other harm resulting from your posting of content to this Site. You acknowledge that WSCA may exercise its rights (e.g. use, publish, delete) to any content you submit without notice to you. Privacy You confirm that you have read, understood and agree to the WSCA Privacy Policy, the terms of which are incorporated herein, and agree that the terms of such policy are reasonable and satisfactory to you. You consent to the use of your personal information by WSCA, its third-party providers, and/or distributors in accordance with the terms of and for the purposes set forth in the WSCA Privacy Policy. If you are not a resident of the United States, please note that the personal information you submit to the Site will be transferred to the United States and processed by WSCA in order to provide this Site and its services to you, or for such other purposes (as set forth in the Privacy Policy). WSCA makes no representation or warranties with regard to the sufficiency of the security measures used for data handling and storage. WSCA will not be responsible for any actual or consequential damages that result from a lapse in compliance with the WSCA Privacy Policy because of a security breach or technical malfunction. No Warranties Unless otherwise agreed, all products, services, advice, merchandise and information available through this Site are provided on an "as is," "as available" basis without warranties of any kind, either expressed or implied, other than those imposed by law, including but not limited to, warranties of title or implied warranties of merchantability, satisfactory quality or fitness for a particular purpose. Without limiting the above, no warranty or guarantee is made (i) regarding the acceptance of any Request; (ii) that a Traveler will receive the lowest available price for goods and/or services available through this Site; (iii) regarding the availability of products and/or services through this Site or, where applicable, at any participating retailer or retailer location; (iv) that use of this Site and all software, products or services associated with this Site will be error-free; (v) regarding


the results that may be obtained from the use of this Site; (vi) regarding the completeness, accuracy, reliability or quality of any information, content, data, service, advice or merchandise provided or available through this Site; or, (vii) regarding the performance or non-performance of this Site including, but not limited to, any performance or non-performance in connection with or as a consequence of the passage of time. You expressly agree that the use of this Site is at your sole risk. General Limitation of Liability TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WSCA OR ITS MEMBER STATES AND THEIR POLITICAL SUBDIVISIONS, AGENCIES OR DEPARTMENTS, OR THEIR OFFICERS, DIRECTORS OR EMPLOYEES OR THEIR RESPECTIVE PROVIDERS BE LIABLE FOR ANY INJURY, DEATH, LOSS, CLAIM, DAMAGE, ACT OF GOD, ACCIDENT, DELAY, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED IN CONTRACT, TORT OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH ANY USE OF THIS SITE OR WITH ANY DELAY OR INABILITY TO USE THIS SITE, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS OR SERVICES OBTAINED THROUGH THIS SITE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Further, the WSCA or its member States and their Political Subdivisions, agencies, or departments or their officers, directors, or employees or contractors accept no responsibilities for any damage and/or delay due to Contractor cancellations, shortages, sickness, pilferage, labor disputes, machinery breakdown, quarantine, government restraints, weather or any other causes beyond their control. No responsibility is accepted for any additional expense, omissions, delays, re-routing or acts of any governmental authority. WSCA and its member States and their Political Subdivisions, agencies, or departments or their officers, directors, or employees shall not be responsible for any contractor's breach of any warranty including, but not limited to, implied warranties of fitness for a particular purpose or of merchantability; nor shall the WSCA or its member States and their Political Subdivisions, agencies, or departments or their officers, directors, or employees be responsible for any other wrongdoing of a contractor (including any liability in tort), as to any products and/or services available through this Site. WSCA and its member States and their Political Subdivisions, agencies, or departments or their officers, directors, or employees shall not be responsible for any Provider's failure to comply with these Terms and Conditions, nor for any contractor's failure to comply with applicable federal, state and local law including, without limitation, laws governing the sale, warranty and return of perishables. To the extent allowed by applicable law, you agree that you will bring any claim or cause of action arising from or relating to your access or use of this Site within two (2) years from the date on which such claim or action arose or accrued or such claim or cause of action will be irrevocably waived. If, despite the limitation above, WSCA and its member States and their Political Subdivisions, agencies, or departments or their officers, directors, or employees or their respective contractors are found liable for any loss or damage which arises out of or in any way connected with any of the occurrences described above, then WSCA and its member States and their Political Subdivisions, agencies, or departments or their officers, directors, or employees or their respective contractors liabilities will in no event exceed, in the aggregate, the greater of (a) the fee or charge you paid in connection with such transaction(s) on this Site, or (b) One-Hundred Dollars (US$100.00). The limitation of liability reflects the allocation of risk between the parties. The limitations specified in this section will survive and apply even if any limited remedy specified in these terms is found to have failed of its


essential purpose. The limitations of liability provided in these terms inure to the benefit of WSCA and its member States and their Political Subdivisions, agencies, or departments or their officers, directors, or employees or their respective contractors. Some states-to the extent their law might be deemed to apply, notwithstanding the selection of Oregon law as described (below)-do not allow the limitation of liability, so the foregoing limitations might not apply to you. Third Parties [booked by a travel agency] If you use this Site to submit Requests for or on behalf of a third party ("Third Party"), you are responsible for any error in the accuracy of information provided in connection with such use. In addition, you must inform the Third Party of all Terms and Conditions applicable to all products or services acquired through this Site, including all rules and restrictions applicable thereto. Indemnification You agree to defend and indemnify the WSCA and its member States and their Political Subdivisions, agencies, or departments or their officers, directors, or employees or their respective contractors from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of:

1. your breach of this Agreement or the documents referenced herein; 2. violation of any law or the rights of a third party; 3. your use of this Site; or 4. your use of this Site for, or on behalf of, a Third Party.

Links to other Web sites and Services To the extent this Site contains links to outside services and resources, any concerns regarding such services or resources should be directed to the particular outside service or resource provider. None of the WSCA and its member States and their Political Subdivisions, agencies, or departments or their officers, directors, or employees or their respective contractors guarantees or warrants the accuracy or completeness of the information or content included on the web sites of these outside services and resources. The outside services and resources are in no way related to WSCA, and are neither its employees nor agents. Termination of Usage User access to all or part of this Site may be terminated or suspended at any time, without notice and for any reason. Payment Methods All Booking Requests must be submitted with a major credit card unless otherwise expressly stated. The total price will be billed in the currency indicated on the booking screen. Bank and Credit Card Fees Some banks and credit cards impose fees for international transactions. If you are making a booking from outside of the United States on a US credit card, your bank may convert the payment amount to your local currency and charge you a conversion fee. This means the amount listed on your credit or bank card statement may be in your local currency and therefore a different figure than the figure shown on the billing summary page for a reservation booked on the Website. In addition, a foreign transaction fee may be assessed if the bank that issued your credit card is located outside of the United States. Booking international travel may be considered to be an international transaction by the bank or card company, since the contractor may pass on


your payment to an international travel supplier. The currency exchange rate and foreign transaction fee is determined solely by your bank on the day that they process the transaction. If you have any questions about these fees or the exchange rate applied to your booking, please contact your bank. Miscellaneous The captions in these Terms and Conditions are only for convenience and do not, in any way, limit or otherwise define the terms and provisions of these Terms and Conditions. WSCA and its member States and their Political Subdivisions, agencies, or departments or their officers, directors, or employees or their respective contractors are not responsible for any errors or delays in responding to a Request caused by an incorrect email address provided by you or other technical problems beyond their control. Entire Agreement These Terms and Conditions, together with the Master Service Contract, the Privacy Policy and those terms and conditions incorporated herein or referred to herein, constitute the entire agreement (collectively, the "Agreement") between you and WSCA relating to the subject matter hereof, and supersedes any prior understandings or agreements (whether oral or written) regarding the subject matter, and may not be amended or modified except in writing or by making such amendments or modifications available on this Site. If any provision of this Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired. Governing Law The internal laws of the State of Oregon shall govern the performance of these Terms and Conditions, without regard to such state's conflicts of laws principles. You consent to the exclusive jurisdiction and venue of the courts located in Oregon, USA, for all disputes arising out of, or relating to, the Terms and Conditions and use of this Site.


EXHIBIT H - SAMPLE REPORT

INSERT HERE


Documents

State of Oregons3.amazonaws.com/coop-production/contract... · State of Oregon. COVER SHEET . Department of Administrative Services . State Procurement Office . On Behalf of . Member