Answering Services

ST. TAMMANY PARISH MICHAEL B. COOPER PARISH PRESIDENT PROCUREMENT DEPARTMENT P.O. BOX 628 | COVINGTON, LOUISIANA | 70434 | PROCUREMENT@STPGOV.ORG 985-898-2520 WWW.STPGOV.ORG NOTICE OF REQUEST FOR PROPOSALS ST. TAMMANY PARISH St. Tammany Parish Government is seeking responses for the following project: RFP# 24-10-3 – Answering Services This RFP is available online at: LaPAC – Louisiana Procurement and Contract Network:https://wwwcfprd.doa.louisiana.gov/osp/lapac/dspBid.cfm?search=department&term=1 85 It is the Proposer’s responsibility to check the LaPAC website frequently for any possible addenda that may be issued. The Parish is not responsible for a proposer’s failure to download any addenda documents required to complete an RFP. Responses will be received by the Department of Procurement, until

2:00pm CST Tuesday, May 7, 2023. RFP responses will be opened publicly at the physical location as stated in Section 1.4 of the RFP documents and only respondents who have submitted an RFP response shall be identified aloud. Prices shall not be read. Each response will be evaluated by designated Parish personnel after the submission deadline and public opening has passed. Each Proposal must be sealed. The outside of the envelope, box or package should be marked with the Proposer’s Name and Address, the Proposal Name, the RFP #, and the Proposal Opening Date. The successful Respondent must supply St. Tammany Parish Government with all required documentation as specified in the RFP documents. Said Respondent must also be in Good Standing and licensed to do business in the State of Louisiana. Proposals will be received at the St. Tammany Parish Government Department of Procurement Office, 21454 Koop Dr., Suite 2F, Mandeville LA., 70471 from each Respondent or his agent, or by certified mail with return receipt requested. Procurement Department https://wwwcfprd.doa.louisiana.gov/osp/lapac/dspBid.cfm?search=department&term=185 https://wwwcfprd.doa.louisiana.gov/osp/lapac/dspBid.cfm?search=department&term=185 Version 2024 Q1 REQUEST FOR PROPOSAL ST. TAMMANY PARISH GOVERNMENT ANSWERING SERVICES RFP Number: 24-10-3 Proposal Opening Date: Tuesday, May 7, 2024 Proposal Opening Time: 2:00 PM February 29, 2024 Version 2024 Q1 TABLE OF CONTENTS PART I: OVERVIEW ...................................................................................................... 1 1.1 Background/Purpose ......................................................................................... 1 1.2 Definitions .......................................................................................................... 1 1.3 Schedule of Events ............................................................................................ 2 1.4 Proposal Submittal ............................................................................................. 2 1.5 Proposal Response Format ............................................................................... 3 PART II: SCOPE OF WORK/SERVICES ....................................................................... 5 2.1 Scope of Work/Services..................................................................................... 5 2.2 Period of Agreement .......................................................................................... 8 2.3 Price Schedule ................................................................................................... 8 2.4 Deliverables ....................................................................................................... 9 2.5 Location ............................................................................................................. 9 PART III: EVALUATION ................................................................................................. 9 PART IV: PERFORMANCE STANDARDS .................................................................... 9 4.1 Performance Requirements ............................................................................... 9 4.2 Performance Measurement/Evaluation ............................................................ 10 PART V: GENERAL PROVISIONS .............................................................................. 10 5.1 Legibility/Clarity ................................................................................................ 10 5.2 Confidential Information, Trade Secrets, and Proprietary Information ............. 10 5.3 Proposal Clarifications Prior to Submittal ......................................................... 11 5.3.1 Pre-proposal Conference............................................................................. 8 5.3.2 Proposer Inquiry Periods ........................................................................... 11 5.3.3 Blackout Period...........................................................................................10 5.4 Errors and Omissions in Proposal ................................................................... 10 5.5 Performance Bond ........................................................................................... 13 5.6 Changes, Addenda, Withdrawals ..................................................................... 13 5.7 Withdrawal of Proposal .................................................................................... 13 5.8 Material in the RFP .......................................................................................... 13 5.9 Waiver of Administrative Informalities .............................................................. 11 5.10 Proposal Rejection ........................................................................................... 11 5.11 Ownership of Proposal .................................................................................... 11 5.12 Cost of Offer Preparation ................................................................................. 14 5.13 Non-negotiable Contract Terms ....................................................................... 14 5.14 Taxes ............................................................................................................... 14 5.15 Proposal Validity .............................................................................................. 14 5.16 Prime Contractor Responsibilities .................................................................... 14 5.17 Use of Subcontractors ..................................................................................... 14 5.18 Written or Oral Discussions/Presentations....................................................... 15 5.19 Acceptance of Proposal Content ..................................................................... 15 5.20 Evaluation and Selection ................................................................................. 15 5.21 Contract Negotiations ...................................................................................... 16 5.22 Contract Award and Execution ........................................................................ 16 5.23 Acknowledgment and Waiver of Protest Rights ............................................... 16 Version 2024 Q1 5.24 Notice of Intent to Award.................................................................................. 16 5.25 Insurance Requirements .................................................................................. 17 5.26 Subcontractor Insurance .................................................................................. 17 5.27 Indemnification and Limitation of Liability ........................................................ 17 5.27.1 Duty to Defend ....................................................................................... 15 5.27.2 Contractor Liability ................................................................................. 15 5.27.3 Force Majeure ................................................................................................ 16 5.27.4 Indemnification .............................................................................................. 16 5.27.5 Intellectual Property Indemnification .............................................................. 16 5.28 Fidelity Bond Requirements ............................................................................. 19 5.29 Payment........................................................................................................... 19 5.29.1 Payment for Services................................................................................. 19 5.30 Termination ...................................................................................................... 19 5.30.1 Termination of the Contract for Cause ....................................................... 19 5.30.2 Termination of the Contract for Convenience ............................................ 19 5.30.3 Termination for Non-Appropriation of Funds .............................................. 19 5.30.4 Default of Contractor..................................................................................18 5.31 Assignment ...................................................................................................... 20 5.32 No Guarantee of Quantities ............................................................................. 20 5.33 Audit of Records .............................................................................................. 20 5.34 Civil Rights Compliance ................................................................................... 20 5.35 Record Retention ............................................................................................. 19 5.36 Record Ownership ........................................................................................... 19 5.37 Content of Contract/ Order of Precedence ...................................................... 19 5.38 Contract Changes ............................................................................................ 19 5.39 Substitution of Personnel ................................................................................. 20 5.40 Governing Law ................................................................................................. 20 5.41 Anti-Kickback Clause ....................................................................................... 20 5.42 Clean Air Act .................................................................................................... 20 5.43 Energy Policy and Conservation Act ................................................................ 20 5.44 Clean Water Act ............................................................................................... 22 5.45 Anti-Lobbying and Debarment Act ................................................................... 22 Attachment “A” – Pricing Specifications and Pricing Sheet Attachment “B” – Sample Contract Attachment “C” – Acknowledgment and Waiver Attachment “D” – Insurance Requirements Attachment “E” – Affidavits Attachment “F-1” – Sample Scoring Matrix Attachment “F-2” – Vendor Scoring Matrix Attachment “G” – Sample Corporate Resolution Attachment “H” – Sample Certificate of Insurance 1 REQUEST FOR PROPOSAL FOR ANSWERING SERVICES PART I: OVERVIEW 1.1 Background/Purpose The purpose of this Request for Proposal (RFP) is to obtain proposals from qualified Proposers who are interested in providing Answering Services for after-hours/continuity of operations answering services for the Department of Utilities (DU). Submittal of a proposal does not create any right or expectation to contract with the Parish. 1.2 Definitions A. Shall – The term “shall” denotes mandatory requirements. B. Must - The term “must” denotes mandatory requirements. C. May - The term “may” denotes an advisory or permissible action. D. Should – The term “should” denotes a desirable action. E. Contractor – A Proposer who contracts with the Parish. F. Parish - St. Tammany Parish Government. G. Discussions- For the purposes of this RFP, a formal, structured means of conducting written or oral communications/presentations with responsible Proposers who submit proposals in response to this RFP. H. RFP – Request for Proposal. I. Proposer – Person or entity responding to this RFP. J. Agreement – A contract between the Contractor and the Parish. K. Evaluation Committee – Committee established for the purposes of evaluating proposals submitted in response to this RFP. 2 1.3 Schedule of Events Date Time (CT) 1. RFP Available April 3, 2024 8:00 AM 2. Pre-Proposal Conference (if required):* Omitted as not applicable to this RFP. 3. Deadline to receive written inquiries April 26, 2024 2:00 PM 4. Deadline to answer written inquiries May 2, 2024 2:00 PM 5. Proposal Opening Date May 7, 2024 2:00 PM (deadline for submitting proposals) 6. Oral discussions with proposers, if applicable TBD 7. Notice of Intent to Award to be mailed TBD 8. Contract Initiation TBD NOTE: The Parish reserves the right to revise this schedule. Any such revision will be formalized by the issuance of an addendum to the RFP. 1.4 Proposal Submittal This RFP is available online at: LaPAC – Louisiana Procurement and Contract Network:https://wwwcfprd.doa.louisiana.gov/osp/lapac/dspBid.cfm?search=department&term=1 85 NOTE: LaPAC is the State’s online electronic solicitation notification system on the Office of State Procurement website. LaPAC provides an immediate e-mail notification to subscribing vendors of a STPGOV solicitation and any addenda posted. To receive the e-mail notification, vendors must register in the LaGov portal. Registration is intuitive at the following link: https://lagoverpvendor.doa.louisiana.gov/irj/portal/anonymous?guest_user=self_reg It is the Proposer’s responsibility to check the LaPAC website frequently for any possible addenda that may be issued. The Parish is not responsible for a proposer’s failure to download any addenda documents required to complete an RFP. All proposals shall be received by the Procurement Department no later than the date and time shown in the Schedule of Events. https://wwwcfprd.doa.louisiana.gov/osp/lapac/dspBid.cfm?search=department&term=185 https://wwwcfprd.doa.louisiana.gov/osp/lapac/dspBid.cfm?search=department&term=185 https://lagoverpvendor.doa.louisiana.gov/irj/portal/anonymous?guest_user=self_reg 3 Important - - Clearly mark outside of the sealed envelope, box or package with the following information and format: Χ Name and Address of Proposer Χ Proposal Name: ANSWERING SERVICES Χ RFP #: 24-10-3 Χ Proposal Opening Date: Tuesday, May 7, 2024 Proposals may only be sent via certified mail, hand-delivery or courier service to our physical location at: St. Tammany Parish Government Procurement Department 21454 Koop Drive, Suite 2F Mandeville, Louisiana 70471 Proposer is solely responsible for ensuring that its courier service provider makes inside deliveries to our physical location. The Parish is not responsible for any delays caused by the proposer’s chosen means of proposal delivery. Proposer is solely responsible for the timely delivery of its proposal. Failure to meet the proposal opening date and time shall result in rejection of the proposal. PROPOSALS SHALL BE OPENED PUBLICLY AT THE PHYSICAL LOCATION IDENTIFIED ABOVE AND ONLY PROPOSERS SUBMITTING PROPOSALS SHALL BE IDENTIFIED ALOUD. PRICES SHALL NOT BE READ. If the Proposer has not done business with the Parish, the Proposer should submit a W-9 with their response. 1.5 Proposal Response Format Proposals submitted for consideration should follow the format and order of presentation described below: A. Cover Letter: The cover letter should exhibit the Proposer’s understanding and approach to the project. It should contain a summary of Proposer’s ability to perform the services described in the RFP and confirm that Proposer is willing to perform those services and enter into a contract with the Parish. ATTENTION: Please indicate in the Cover Letter which of the following applies to the signer of this proposal. Evidence of signature authority shall be provided upon the Parish’s request. 1. The signer of the proposal is either a corporate officer who is listed on the most current annual report on file with the secretary of state or a member of a partnership or partnership in commendam as reflected in the most current partnership records on file with the secretary of state. A copy of the annual report or partnership record must be submitted to the Parish before contract award. 4 2. The signer of the proposal is a representative of the Proposer authorized to submit this proposal as evidenced by documents such as, corporate resolution, certification as to corporate principal, etc. If this applies, a copy of the resolution, certification or other supportive documents must be submitted to the Parish before contract award. The cover letter should also: 1. Identify the submitting Proposer and provide its federal tax identification number; 2. Identify the name, title, address, telephone number, fax number, and email address of each person authorized by the Proposer to contractually obligate the Proposer; and 3. Identify the name, address, telephone number, fax number, and email address of the contact person for technical and contractual clarifications throughout the evaluation period. B. Table of Contents: Organized in the order cited in the format contained herein. C. Proposer Qualifications and Experience: History and background of Proposer, related services provided to government entities, existing customer satisfaction, volume of merchants, etc. Proposer should specifically provide a description of all relevant services to the Project requested herein which have been completed by the Proposer within the last three (3) years (“Recent Projects”). The description of any such Recent Projects should include the following: 1. Name of the client; 2. Year of the assignment and length of time to complete the project; 3. Nature of the services rendered; and 4. Professionals assigned to the project who are also proposed to serve on this assignment. D. Proposed Solution/Technical Response: Illustrating and describing proposed technical solution and compliance with the RFP requirements as described in Attachment A. E. Innovative Concepts: Presentation of innovative concepts, if any, for consideration. F. Project Schedule: Detailed schedule of implementation plan. This schedule is to include implementation actions, timelines, responsible parties, etc. G. Financial Proposal: Proposer’s fees and other costs, if any, shall be submitted on Attachment “A”. Prices proposed shall be firm for the duration of the contract. This financial proposal shall include any and all costs the Proposer wishes to have considered in the contractual arrangement with the Parish. 5 H. References: Proposer should provide names, addresses, telephone numbers and contact persons for five (5) other public jurisdictions for which comparable services have recently been rendered, including a description of the services provided. I. Customer Service: Each Proposer should submit a provision for customer service, including personnel assigned, toll-free number, and account inquiry, etc. J. Resumes: Each Proposer should submit resumes for account manager, designated customer service representative(s) and any other key personnel to be assigned to this Project, including those of subcontractors, if any. K. Additional Information: Each Proposer should submit any other information deemed pertinent by the Proposer including terms and conditions which the Proposer wishes the Parish to consider. L. Acknowledgment and Waiver: Proposer shall execute and have notarized an Acknowledgment and Waiver (Attachment “C” hereto). M. Multiple Copies of Response: Each Proposer shall submit one (1) signed original response. Four (4) additional copies of the proposal should be provided and one (1) electronic copy via USB or CD. PART II: SCOPE OF WORK/SERVICES 2.1 Scope of Work/Services St. Tammany Parish Government Department of Utilities (DU) requires after hours answering services from 4:00 p.m. to 8:00 a.m. CST - Monday through Friday and twenty- four (24) hour answering service on weekends, holidays, during emergency situations and at any other time deemed necessary by the Parish. DU provides water and sewer services approximately 15,900 homes and businesses throughout the Parish. DU is seeking proposals from qualified firms that can provide answering services for urgent and emergency utility related calls as needed. DU has an inbound annual average of 6,000 calls. The duration of the call will depend on the nature of the call. Due to the emergency nature of our calls, we provide services to customers spread throughout the Parish, however, we are unable to accurately estimate the number of calls that will be received per day. Incoming Calls The proposer shall provide a customized voicemail (Inbound Auto Greeting) that should pick up on the first ring. The greeting dialog shall be provided by DU and will request customers who are not calling to report and emergency to call back during normal business hours. Customers with an emergency who wish to leave a message will be asked to hold for the next available operator. The option to leave a recorded message should not be offered to customers, and no recording of information is required. This dialog may change during emergency situations and the ability to quickly change the dialog must be provided. 6 Provider shall provide the following level of service for all calls after the automated greeting: • All calls shall be answered by a live operator within 5 seconds of the automated greeting ending. • Answer the phone “St. Tammany Parish Department of Utilities Answering Service”; • Be courteous and professional; and • Calls shall not be placed on hold for more than one (1) minute. Provider shall provide the following for all calls related to a water outage, water leak, lift station alarm, sewer related issues or other utility related emergency situations: • Record the reason for the call; • Record the date and time of the call, caller’s full name; contact telephone number and the number that the call was placed from (caller ID); • Record the address. If caller is unable to provide the address, a detailed description of the location such as street name, closest cross street or other landmarks should be recorded; • Record if the caller needs someone for the Department to call them back; • Verify with caller that all information obtained is correct; and • Immediately submit via text the collected information to the department on call staff. For non-emergency calls the provider shall provide to the following service: • Inform caller that they should call the department during normal business hours Monday through Friday from 8:00 a.m. to 4:00 p.m.; and • No information is submitted nor obtained for non-emergency calls. DU will occasionally provide proposer with information that can be used by the operator to answer basic questions regarding but not limited to boil advisories, and customer who have had water services terminated (cut off) by DU for non-payment. The expectation for operators regarding questions about boil advisories is to provide information to the caller regarding weather a boil advisory was issued within a specific water system, or if a boil advisory has been rescinded. For calls concerning no water the expectation is for the operator to review a list of customers who have had water services cut off and advise the customer that they were cut off for non-payment. Operators would not send notification of calls to on call staff for customers on the cut off list who do not wish to pay the extra charge associated with after-hours restoration of service. If the caller is not on the cut off list or wishes to pay the after-hours fee the call would be sent to on call staff as usual. The provider should have the ability to occasionally patch calls between department staff and a customer. 7 The following is a list of holidays that are observed by the Department: • New Year’s Eve • New Year’s Day • Martin Luther King Day • Presidents Day • Lundi Gras • Mardi Gras • Good Friday • Memorial Day • Juneteenth • Independence Day • Labor Day • Veterans Day • Thanksgiving Day • Thanksgiving (Day After) • Christmas Eve • Charismas Day DU will provide the annual holiday schedule with specific dates of the observed holidays at the beginning each calendar year. DU reserves the right to modify the schedule as needed. Answering services shall be required during any additional holiday. The Parish will provide advanced notice as soon as possible for any changes when additional answering services are required. DU will also require answering services during times of severe weather events, including, but not limited to hurricanes, tropical storms, snow and or ice, and DU will provide notice as soon as possible for. DU may require call handling during business hours in the event of training or staff meetings. Notice will be provided as soon as possible in advance of the date when additional services are required. PROPOSAL SPECIFICATIONS: The Proposer must provide the following at no cost to the Parish: Provide a written daily report of all calls received and messages sent. The report should include the date, time the call was received, the callers' name, phone number, location and a copy of all information sent in the text message to on-call staff. Weekends and holidays may be grouped and can be submitted the following business day. Reports should be emailed to DU no later than 7:30 a.m. Provide a detailed monthly billing report broken down by week that should include minutes and quantity of inbound and outbound operator time, faxes, emails, texts and patched calls. Report should be provided when the invoice is presented for payment. 8 Submit on a monthly and annual basis a report at no charge to DU. The reports will include, but not be limited to the following: • Number of monthly calls received; • Average call answered time; and • Average call hold time. Maintain and archive an audio recording of each incoming call that was received with the ability to easily retrieve the recorded call and email to the appropriate Department staff upon request. Call recordings and documentation must remain archived for a minimum of 60 days. A client portal that includes the ability to view on call data is desired. This service shall be provided at no additional cost to DU. Have the ability to simultaneously dispatch all “on call” personnel via text message within 5 minutes of the call. Text messages must include the name of caller, phone number to reach customer, phone number the call came from (Caller ID), the location (address and city) and nature of the emergency, along with any call back requests made by the caller. The “on call” list will have but is not limited to 30 department staff members. Provider must provide the ability to change the “on-call” list as needed, and a point of contact should be provided to assist with this requirement. Provider must provide the ability to change the automatic greeting as needed. Provider must provide two phone numbers for calls to be forwarded to. Numbers should either be toll-free or within the 985-area code. The call center location must be in the continental United States and offshore answering services will not be considered. A continuity of operations plan for staffing and operation during power outages, phone outages and emergency events should be in place, and a copy of said plan should be provided with the proposal. 2.2 Period of Agreement The initial term of the contract will be from approval by the Parish President or designee to December 31, 2025 with an option for three (3) one year renewals at the Parish’s option and upon acceptance of the contractor. The term of any contract resulting from this solicitation shall begin on the date of the Parish President’s signature or approval in writing by the Parish President or designee. The contract shall terminate pursuant to the terms and conditions of section 5.31 herein, the terms and conditions of the contract, operation of law, as agreed between the parties, or upon satisfactory completion of all services and obligations described in the contract. 2.3 Price Schedule Prices proposed by the Proposers shall be firm for the term of the contract. 9 2.4 Deliverables The deliverables listed in this section are the minimum desired from the successful Proposer. Every Proposer should describe what deliverables will be provided per their proposal and how the proposed deliverables will be provided. 2.5 Location Omitted as not applicable to this RFP. PART III: EVALUATION The Proposer must clearly designate that they meet each category of the scoring criteria stated below. The Proposer must briefly describe how their company satisfies the requirement and where in their response supports that requirement. Failure to comply with this requirement may negatively affect the overall score. Please refer to Attachment F-2. The evaluation committee shall assign points to its evaluation of each Proposal as follows: Evaluation Criteria Possible Points Compliance with the RFP 15 Understanding of the Project 10 Approach to the Project 15 Ability to perform within the stated timeframe 20 Qualifications of the Proposer, including, but not limited to, its experience and personnel assigned to the Project 20 Overall costs and fees to be charged 10 Certified Veterans Initiative small entrepreneurship or certified Hudson Initiative small enterpreneurship 10 Total 100 The proposal will be evaluated in light of the material and the substantiating evidence presented to the Parish, not on the basis of what may be inferred. The scores will be combined to determine the overall score. The Proposer with the highest overall score will be recommended for award. PART IV: PERFORMANCE STANDARDS 4.1 Performance Requirements Omitted as not applicable to this RFP. 10 4.2 Performance Measurement/Evaluation Omitted as not applicable to this RFP. PART V: GENERAL PROVISIONS 5.1 Legibility/Clarity Responses to the requirements of this RFP in the formats requested are desirable with all questions answered in as much detail as practicable. The Proposer’s response is to demonstrate an understanding of the requirements. Proposals shall be prepared providing a straightforward, concise description of the Proposer’s ability to meet the requirements of the RFP. Each Proposer is solely responsible for the accuracy and completeness of its proposal. 5.2 Confidential Information, Trade Secrets, and Proprietary Information The designation of certain information as trade secrets and/or privileged or confidential proprietary information shall only apply to the technical portion of the proposal. The cost proposal will not be considered confidential under any circumstance. Any proposal copyrighted or marked as confidential or proprietary in its entirety may be rejected without further consideration or recourse. For the purposes of this procurement, the provisions of the Louisiana Public Records Act (LSA- R.S. 44.1, et. seq.) will be in effect. Pursuant to this Act, all proceedings, records, contracts, and other public documents relating to this procurement shall be open to public inspection. Proposers are reminded that while trade secrets and other proprietary information they submit in conjunction with this procurement may not be subject to public disclosure, protections must be claimed by the Proposer at the time of submission of its Technical Proposal. Proposers should refer to the Louisiana Public Records Act for further clarification. The Proposer must clearly designate the part of the proposal that contains a trade secret and/or privileged or confidential proprietary information as “confidential” in order to claim protection, if any, from disclosure. The Proposer shall mark the cover sheet of the proposal with the following legend, specifying the specific section(s) of his proposal sought to be restricted in accordance with the conditions of the legend: “The data contained in pages _____of the proposal have been submitted in confidence and contain trade secrets and/or privileged or confidential information and such data shall only be disclosed for evaluation purposes, provided that if a contract is awarded to this Proposer as a result of or in connection with the submission of this proposal, the Parish of St. Tammany shall have the right to use or disclose the data therein to the extent provided in the contract. This restriction does not limit the Parish of St. Tammany’s right to use or disclose data obtained from any source, including the Proposer, without restrictions.” Further, to protect such data, each page containing such data shall be specifically identified and marked “CONFIDENTIAL”. Proposers must be prepared to defend the reasons why the material should be held confidential. If a competing proposer or other person seeks review or copies of another proposer's confidential data, the Parish will notify the owner of the asserted data of the request. If the owner of the asserted data does not want the information disclosed, it must agree to indemnify the Parish and 11 hold the Parish harmless against all actions or court proceedings that may ensue (including attorney's fees), which seek to order the Parish to disclose the information. If the owner of the asserted data refuses to indemnify and hold the state harmless, the Parish may disclose the information. The Parish reserves the right to make any proposal, including proprietary information contained therein, available to Parish personnel, the Parish Council, or other Parish and state agencies or organizations for the sole purpose of assisting the Parish in its evaluation of the proposal. The Parish shall require said individuals to protect the confidentiality of any specifically identified proprietary information or privileged business information obtained as a result of their participation in these evaluations. If your proposal contains confidential information, you should also submit a redacted copy along with your proposal. If you do not submit the redacted copy, you will be required to submit this copy within 48 hours of notification from the Procurement Department. When submitting your redacted copy, you should clearly mark the cover as such - “REDACTED COPY” - to avoid having this copy reviewed by an evaluation committee member. The redacted copy should also state which sections or information have been removed. 5.3 Proposal Clarifications Prior to Submittal 5.3.1 Pre-proposal Conference Omitted as not applicable to this RFP. 5.3.2 Proposer Inquiry Periods The Parish shall not and cannot permit an open-ended inquiry period, as this creates an unwarranted delay in the procurement cycle and Parish operations. The Parish reasonably expects and requires responsible and interested proposers to conduct their in-depth proposal review and submit inquiries in a timely manner. An inquiry period is hereby firmly set for all interested Proposers to perform a detailed review of the proposal documents and to submit any written inquiries relative thereto. Without exception, all inquiries MUST be submitted in writing by an authorized representative of the Proposer, clearly cross-referenced to the relevant solicitation section (even if an answer has already been given to an oral question during a Pre-proposal Conference). All inquiries must be received by the close of business on the Inquiry Deadline date set forth in Section 1.3 Schedule of Events of this RFP. Only those inquiries received by the established deadline shall be considered by the Parish. Inquiries received after the established deadline shall not be entertained. Inquiries concerning this solicitation may be delivered by e-mail or hand-delivery to: St. Tammany Parish Government Procurement Department Attn: Director of Procurement 21454 Koop Drive, Suite 2F Mandeville, Louisiana 70471 E-Mail: procurement@stpgov.org mailto:procurement@stpgov.org 12 An addendum will be issued and posted on LaPAC (Louisiana Procurement and Contract Network)https://wwwcfprd.doa.louisiana.gov/osp/lapac/dspBid.cfm?search=department&term=1 85 to address all inquiries received and any other changes or clarifications to the solicitation. Thereafter, all proposal documents, including but not limited to the specifications, terms, conditions, plans, etc., will stand as written and/or amended by any addendum. No negotiations, decisions, or actions shall be executed by any Proposer as a result of any oral discussions with any Parish employee or Parish consultant. It is the Proposer’s responsibility to check the LaPAC website frequently for any possible addenda that may be issued. The Parish is not responsible for a Proposer’s failure to download any addenda documents required to complete an RFP. 5.3.3 Blackout Period The Blackout Period is a specified period of time during a competitive sealed procurement process in which any Proposer, Bidder, or its Agent or Representative is prohibited from communicating with any Parish employee or Contractor of the Parish involved in any step in the procurement process about the affected procurement. The Blackout Period applies not only to Parish employees, but also to any Contractor of the Parish. “Involvement” in the procurement process includes but may not be limited to project management, design, development, implementation, procurement management, development of specifications, and evaluation of proposals for a particular procurement. All solicitations for competitive sealed procurements will identify a designated contact person, as per Section 5.3.2 of this RFP. All communications to and from potential Proposers, Bidders, vendors and/or its representatives during the Blackout Period must be in accordance with this solicitation’s defined method of communication with the designated contact person. The Blackout Period will begin upon posting of the solicitation. The Blackout Period will end when the Contract is awarded. In those instances in which a prospective Proposer is also an incumbent Contractor, the Parish and the incumbent Contractor may contact each other with respect to the existing contract only. Under no circumstances may the Parish and the incumbent Contractor and/or its representative(s) discuss the blacked-out procurement. Any Bidder, Proposer, or Parish Contractor who violates the Blackout Period may be liable to the Parish in damages and/or subject to any other remedy allowed by law. Further, failure to comply with these requirements may result in the Proposal’s disqualification. Any costs associated with cancellation or termination will be the responsibility of the Proposer or Bidder. Notwithstanding the foregoing, the Blackout Period shall not apply to: 1. Duly noticed site visits and/or conferences for Bidders or Proposers; 2. Oral presentations during the evaluation process; or 3. Communications regarding a particular solicitation between any person and staff of the procuring agency provided the communication is limited strictly to matters of procedure. Procedural matters include deadlines for decisions or submission of proposals and the proper means of communicating regarding the procurement, but shall not include any substantive matter related to the particular procurement or requirements of the RFP. https://wwwcfprd.doa.louisiana.gov/osp/lapac/dspBid.cfm?search=department&term=185 https://wwwcfprd.doa.louisiana.gov/osp/lapac/dspBid.cfm?search=department&term=185 13 5.4 Errors and Omissions in Proposal The Parish will not be liable for any error in the proposal. Proposer will not be allowed to alter proposal documents after the deadline for proposal submission, except under the following condition: the Parish reserves the right to make corrections or clarifications due to patent errors identified in proposals by the Parish or the Proposer. The Parish, at its option, has the right to request clarification or additional information from the Proposer. 5.5 Performance Bond Omitted as not applicable to this RFP. 5.6 Changes, Addenda, Withdrawals The Parish reserves the right to change the Schedule of Events or issue Addenda to the RFP at any time. The Parish also reserves the right to cancel or reissue the RFP. If the Proposer needs to submit changes or addenda, such shall be submitted in writing, signed by an authorized representative of the Proposer, cross-referenced clearly to the relevant proposal section, prior to the proposal opening, and should be submitted in a sealed envelope. Such shall meet all requirements for the proposal. 5.7 Withdrawal of Proposal A Proposer may withdraw a proposal that has been submitted at any time up to the proposal closing date and time. To accomplish this, a written request signed by the authorized representative of the Proposer must be submitted to the Procurement Department. 5.8 Material in the RFP Proposals shall be based only on the material contained in this RFP. The RFP includes official responses to questions, addenda, and other material, which may be provided by the Parish pursuant to the RFP. 5.9 Waiver of Administrative Informalities The Parish reserves the right, at its sole discretion, to waive administrative informalities contained in any proposal. 5.10 Proposal Rejection Issuance of this RFP in no way constitutes a commitment by the Parish to award a contract. The Parish reserves the right to accept or reject any or all proposals submitted or to cancel this RFP if it is in the best interest of the Parish to do so. 14 5.11 Ownership of Proposal All materials (paper content only) submitted in response to this request become the property of the Parish. Selection or rejection of a response does not affect this right. All proposals submitted will be retained by the Parish and not returned to Proposers. Any copyrighted materials in the response are not transferred to the Parish. 5.12 Cost of Offer Preparation The Parish is not liable for any costs incurred by prospective Proposers or Contractors prior to issuance of or entering into a Contract. Costs associated with developing the proposal, preparing for oral presentations, and any other expenses incurred by the Proposer in responding to the RFP are entirely the responsibility of the Proposer, and shall not be reimbursed in any manner by the Parish. 5.13 Non-negotiable Contract Terms Non-negotiable contract terms include but are not limited to taxes, assignment of contract, audit of records, EEOC and ADA compliance, record retention, content of contract/order of precedence, contract changes, governing law, claims or controversies, and termination based on contingency of appropriation of funds. 5.14 Taxes Any taxes, other than state and local sales and use taxes from which the Parish is exempt, shall be assumed to be included within the Proposer’s cost. 5.15 Proposal Validity All proposals shall be considered valid for acceptance until such time an award is made, unless the Proposer provides for a different time period within its proposal response. However, the Parish reserves the right to reject a proposal if the Proposer’s acceptance period is unacceptable and the Proposer is unwilling to extend the validity of its proposal. 5.16 Prime Contractor Responsibilities The selected Proposer shall be required to assume responsibility for all items and services offered in his proposal whether or not he produces or provides them. The Parish shall consider the selected Proposer to be the sole point of contact with regard to contractual matters, including payment of any and all charges resulting from the contract. 5.17 Use of Subcontractors Each Contractor shall serve as the single prime contractor for all work performed pursuant to its contract. That prime contractor shall be responsible for all deliverables referenced in this RFP. This general requirement notwithstanding, Proposers may enter into subcontractor arrangements. Proposers may submit a proposal in response to this RFP, which identifies subcontract(s) with others, provided that the prime contractor acknowledges total responsibility for the entire contract. 15 If it becomes necessary for the prime contractor to use subcontractors, the Parish urges the prime contractor to use Louisiana vendors, including small and emerging businesses, a small entrepreneurship or a veteran or service-connected disabled veteran-owned small entrepreneurship, if practical. In all events, any subcontractor used by the prime should be identified to the Parish. Information required of the prime contractor under the terms of this RFP, is also required for each subcontractor and the subcontractors must agree to be bound by the terms of the contract. The prime contractor shall assume total responsibility for compliance. 5.18 Written or Oral Discussions/Presentations Written or oral discussions may be conducted with Proposers who submit proposals determined to be reasonably susceptible of being selected for award; however, the Parish reserves the right to enter into an Agreement without further discussion of the proposal submitted based on the initial offers received. Any such written or oral discussion shall be initiated by the Parish. Any commitments or representations made during these discussions, if conducted, may become formally recorded in the final contract. Written or oral discussions/presentations for clarification may be conducted to enhance the Parish's understanding of any or all of the proposals submitted. Any such written or oral discussions/presentations shall be initiated by the Parish. Proposals may be accepted without such discussions. 5.19 Acceptance of Proposal Content The mandatory RFP requirements shall become contractual obligations if a contract ensues. Failure of the successful Proposer to accept these obligations shall result in the rejection of the proposal 5.20 Evaluation and Selection All responses received as a result of this RFP are subject to evaluation by the Evaluation Committee for the purpose of selecting the Proposer with whom the Parish shall contract. To evaluate all proposals, a committee whose members have expertise in various areas has been selected. This committee will determine which proposals are reasonably susceptible of being selected for award. If required, written or oral discussions may be conducted with any or all of the Proposers to make this determination. Any such written or oral discussions shall be initiated by the Evaluation Committee. Results of the evaluations will be provided by the Evaluation Committee to the Procurement Director. Written recommendation for award shall be made for the Proposer whose proposal, conforming to the RFP, will be the most advantageous to the Parish, price and other factors considered. The committee may reject any or all proposals if none is considered in the best interest of the Parish. 16 5.21 Contract Negotiations If for any reason the Proposer whose proposal is most responsive to the Parish's needs, price and other evaluation factors set forth in the RFP considered, does not agree to a contract, that proposal shall be rejected and the Parish may negotiate with the next most responsive Proposer. Negotiation may include revision of non-mandatory terms, conditions, and requirements. The Procurement Department must approve the final contract form and issue a purchase order, if applicable, to complete the process. 5.22 Contract Award and Execution The Parish reserves the right to enter into a contract without further discussion of the proposal submitted based on the initial offers received. The RFP, including any addenda, and the proposal of the selected Contractor will become part of any contract initiated by the Parish. Proposers are discouraged from submitting their own standard terms and conditions with their proposals. Proposers should address the specific language in the sample contract in Attachment “B” of this RFP and submit any exceptions or deviations the Proposer wishes to negotiate. The proposed terms will be negotiated before a final contract is entered. Mandatory terms and conditions are not negotiable. If the contract negotiation period exceeds thirty (30) days or if the selected Proposer fails to sign the contract within ten (10) calendar days of delivery of it, the Parish may elect to cancel the award and award the contract to the next-highest-ranked Proposer. Award shall be made to the Proposer with the highest points, whose proposal, conforming to the RFP, will be the most advantageous to the Parish, price and other factors considered. The Parish intends to award to a single Proposer. In accordance with Louisiana Law, all corporations (See LA R.S. 12:26.1) and Limited Liability Companies (See LA R.S. 12:1308.2) must be registered and in good standing with the Louisiana Secretary of State in order to hold a contract. 5.23 Acknowledgment and Waiver of Protest Rights Proposer shall execute an Acknowledgment and Waiver (the “Waiver”) (Attachment “C”) and shall produce same to the Parish along with its proposal. Such Waiver shall state that Proposer has read this RFP and the Waiver, and understands that the Parish’s obligations under this RFP are not dictated by Louisiana Public Bid Law or the Louisiana Procurement Code. As such, Proposer understands that it is provided no opportunity for protest and waives all such rights. 5.24 Notice of Intent to Award Upon review and approval of the evaluation committee’s and agency’s recommendation for award, the Procurement Department will issue a “Notice of Intent to Award” letter to the apparent successful Proposer. A contract shall be completed and signed by all parties concerned on or before the date indicated in the “Schedule of Events.” If this date is not met, through no fault of 17 the Parish, the Parish may elect to cancel the “Notice of Intent to Award” letter and make the award to the next most advantageous Proposer. The Procurement Department will also notify all unsuccessful Proposers as to the outcome of the evaluation process. The evaluation factors, points, evaluation committee member names, and the completed evaluation summary and recommendation report will be made available to all interested parties after the “Notice of Intent to Award” letter has been issued. 5.25 Insurance Requirements The Contractor shall comply with all insurance requirements of the Parish as contained in Attachment “D”. All policies of insurance shall meet the requirements of the Parish prior to the commencing of any work. The Parish has the right, but not the duty, to approve all insurance policies prior to the commencing of any work. Contractor shall furnish the Parish with certificates of insurance effecting coverage(s) required by the RFP (see Attachment “D”). The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates are to be received and approved by the Parish before work commences. The Parish reserves the right to require complete certified copies of all required policies, at any time. 5.26 Subcontractor Insurance The Contractor shall include all subcontractors as insured’s under its policies or shall insure that all subcontractors satisfy the same insurance requirements stated herein for the contractor. 5.27 Indemnification and Limitation of Liability 5.27.1 Duty to Defend Upon notice of any claim, demand, suit, or cause of action against the Parish, alleged to arise out of or be related to this Contract, Contractor shall investigate, handle, respond to, provide defense for, and defend at its sole expense, even if the claim, demand, suit, or cause of action is groundless, false, or fraudulent. The Parish may, but is not required to, consult with or assist the Contractor, but this assistance shall not affect the Contractor’s obligations, duties, and responsibilities under this section. Contractor shall obtain the Parish’s written consent before entering into any settlement or dismissal. 5.27.2 Contractor Liability Contractor shall be liable without limitation to the Parish for any and all injury, death, damage, loss, destruction, damages, costs, fines, penalties, judgments, forfeitures, assessments, expenses (including attorney fees), obligations, and other liabilities of every name and description, which may occur or in any way arise out of any act or omission of Contractor, its owners, agents, employees, partners or subcontractors. 18 5.27.3 Force Majeure It is understood and agreed that neither party can foresee the exigencies beyond the control of each party which arise by reason of an Act of God or force majeure; therefore, neither party shall be liable for any delay or failure in performance beyond its control resulting from an Act of God or force majeure. The Parish shall determine whether a delay or failure results from an Act of God or force majeure based on its review of all facts and circumstances. The parties shall use reasonable efforts, including but not limited to, use of continuation of operations plans (COOP), business continuity plans, and disaster recovery plans, to eliminate or minimize the effect of such events upon the performance of their respective duties under this Contract. 5.27.4 Indemnification Contractor shall fully indemnify and hold harmless the Parish, without limitation, for any and all injury, death, damage, loss, destruction, damages, costs, fines, penalties, judgments, forfeitures, assessments, expenses (including attorney fees), obligations, and other liabilities of every name and description, which may occur or in any way arise out of any act or omission of Contractor, its owners, agents, employees, partners or subcontractors. The Contractor shall not indemnify for the portion of any loss or damage arising from the Parish’s act or failure to act. 5.27.5 Intellectual Property Indemnification Contractor shall fully indemnify and hold harmless the Parish, without limitation, from and against damages, costs, fines, penalties, judgments, forfeitures, assessments, expenses (including attorney fees), obligations, and other liabilities in any action for infringement of any intellectual property right, including but not limited to, trademark, trade-secret, copyright, and patent rights. When a dispute or claim arises relative to a real or anticipated infringement, the Contractor, at its sole expense, shall submit information and documentation, including formal patent attorney opinions, as required by the Parish. If the use of the product, material, service, or any component thereof is enjoined for any reason or if the Contractor believes that it may be enjoined, Contractor, while ensuring appropriate migration and implementation, data integrity, and minimal delays of performance, shall at its sole expense and in the following order of precedence: (i) obtain for the Parish the right to continue using such product, material, service, or component thereof; (ii) modify the product, material, service, or component thereof so that it becomes a non-infringing product, material, or service of at least equal quality and performance; (iii) replace the product, material, service, or component thereof so that it becomes a non-infringing product, material, or service of at least equal quality and performance; or, (iv) provide the Parish monetary compensation for all payments made under the Contract related to the infringing product, material, service, or component, plus for all costs incurred to procure and implement a non-infringing product, material, or service of at least equal quality and performance. Until this obligation has been satisfied, the Contractor remains in default. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon the Parish’s unauthorized: i) modification or alteration of the product, material or service; ii) use of the product, material or service in combination with other products not furnished by Contractor; or, iii) use of the product, material or service in other than the specified operating conditions and environment. 19 5.28 Fidelity Bond Requirements Omitted as not applicable to this RFP. 5.29 Payment 5.29.1 Payment for Services The Parish shall pay Contractor in accordance with the Pricing Schedule set forth in Attachment “A”. The Contractor may invoice the Parish monthly at the billing address designated by the Parish. Payments will be made by the Parish within approximately thirty (30) days after receipt of a properly executed invoice, and approval by the Parish. Invoices shall include the purchase order number and a detailed billing report. Invoices submitted without this information will not be approved for payment until the required information is provided/reflected on the invoice. 5.30 Termination 5.30.1 Termination of the Contract for Cause The Parish may terminate the contract for cause based upon the failure of the Contractor to comply with the terms and/or conditions of the contract, or failure to fulfill its performance obligations pursuant to the contract, provided that the Parish shall give the Contractor written notice specifying the Contractor’s failure. If within thirty (30) days after receipt of such notice, the Contractor shall not have corrected such failure or, in the case of failure which cannot be corrected in thirty (30) days, begun in good faith to correct such failure and thereafter proceeded diligently to complete such correction, then the Parish may, at its option, place the Contractor in default and the contract shall terminate on the date specified in such notice. The Contractor may exercise any rights available to it under Louisiana law to terminate for cause upon the failure of the Parish to comply with the terms and conditions of the contract, provided that the Contractor shall give the Parish written notice specifying the Parish’s failure and a reasonable opportunity for the Parish to cure the defect. 5.30.2 Termination of the Contract for Convenience The Parish may terminate the contract at any time by giving thirty (30) days written notice to the Contractor of such termination or negotiating with the Contractor an effective date. The Contractor shall be entitled to payment for deliverables in progress, to the extent work has been performed satisfactorily. 5.30.3 Termination for Non-Appropriation of Funds The continuance of the contract is contingent upon the appropriation of funds to fulfill the requirements of the contract by the Parish Council. If the Parish Council fails to appropriate sufficient monies to provide for the continuation of the contract, or if such appropriation is reduced for any lawful purpose, and the effect of such reduction is to provide insufficient monies for the continuation of the contract, the contract shall terminate on the date of the beginning of the first fiscal year for which funds are not appropriated. 20 5.30.4 Default of Contractor Failure to complete or deliver within the time specified or to provide the services as specified in the bid or response will constitute a default and may cause cancellation of the contract. Where the Parish has determined the contractor to be in default. The Parish reserves the right to purchase any or all products or services covered by the contract on the open market and to charge the contractor with the cost in excess of the contract price. Until such assessed charges have been paid, no subsequent bid or response from the defaulting contractor will be considered. 5.31 Assignment The Contractor shall not assign any interest in the contract by assignment, transfer, or novation, without prior written consent of the Parish. This provision shall not be construed to prohibit the contractor from assigning his bank, trust company, or other financial institution any money due or to become due from approved contracts without such prior written consent. Notice of any such assignment or transfer shall be furnished promptly to the Parish. 5.32 No Guarantee of Quantities The quantities referenced in the RFP are estimated to be the amount needed. In the event a greater or lesser quantity is needed, the right is reserved by the Parish to increase or decrease the amount, at the unit price stated in the proposal. The Parish does not obligate itself to contract for or accept more than its actual requirements during the period of the contract, as determined by actual needs and availability of appropriated funds. 5.33 Audit of Records The Parish Auditor, state auditors, federal auditors or others so designated by the Parish, shall have the option to audit all accounts directly pertaining to the resulting contract for a period of five (5) years after Project acceptance or as required by applicable State and Federal law. Records shall be made available during normal working hours for this purpose. 5.34 Civil Rights Compliance The Contractor agrees to abide by the requirements of the following as applicable: Title VI and Title VII of the Civil Rights Act of 1964, as amended by the Equal Opportunity Act of 1972, Federal Executive Order 11246, the Federal Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran’s Readjustment Assistance Act of 1974, Title IX of the Education Amendments of 1972, the Age Act of 1975, and Contractor agrees to abide by the requirements of the Americans with Disabilities Act of 1990. Contractor agrees not to discriminate in its employment practices, and will render services under the contract and any contract without regard to race, color, religion, sex, national origin, veteran status, political affiliation, or disabilities. Any act of discrimination committed by Contractor, or failure to comply with these statutory obligations when applicable shall be grounds for termination of the contract. 21 5.35 Record Retention The Contractor shall maintain all records in relation to the contract for a period of at least five (5) years after final payment. 5.36 Record Ownership All records, reports, documents, or other material related to any contract resulting from this RFP and/or obtained or prepared by Contractor in connection with the performance of the services contracted for herein shall become the property of the Parish and shall, upon request, be returned by Contractor to the Parish, at Contractor’s expense, at termination or expiration of the contract. 5.37 Content of Contract/ Order of Precedence In the event of an inconsistency between the contract, the RFP and/or the Contractor's Proposal, the inconsistency shall be resolved by giving precedence first to the final contract, then to the RFP and subsequent addenda (if any) and finally, the Contractor's Proposal. 5.38 Contract Changes No additional changes, enhancements, or modifications to any contract resulting from this RFP shall be made without the prior approval of the Parish. Changes to the contract include any change in: compensation; beginning/ ending date of the contract; scope of work; and/or Contractor change through the Assignment of Contract process. Any such changes, once approved, will result in the issuance of an amendment to the contract. 5.39 Substitution of Personnel The Parish intends to include in any contract resulting from this RFP the following condition: Substitution of Personnel: If, during the term of the contract, the Contractor or subcontractor cannot provide the personnel as proposed and requests a substitution, that substitution shall meet or exceed the requirements stated herein. A detailed resume of qualifications and justification is to be submitted to the Parish for approval prior to any personnel substitution. It shall be acknowledged by the Contractor that every reasonable attempt shall be made to assign the personnel listed in the Contractor’s proposal. 5.40 Governing Law All activities associated with this RFP process shall be interpreted under Louisiana Law. All proposals and contracts submitted are subject to provisions of the laws of the State of Louisiana and specifications listed in this RFP. Jurisdiction and venue for any suit filed in connection with this RFP process and contract shall be exclusive to the 22nd Judicial District Court for the Parish of St. Tammany, State of Louisiana. 22 5.41 Anti-Kickback Clause The Contractor hereby agrees to adhere to the mandate dictated by the Copeland "Anti-Kickback" Act which provides that each Contractor or subgrantee shall be prohibited from inducing, by any means, any person employed in the completion of work, to give up any part of the compensation to which he is otherwise entitled. 5.42 Clean Air Act The Contractor hereby agrees to adhere to the provisions which require compliance with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act which prohibits the use under non-exempt Federal contracts, grants or loans of facilities included on the EPA list of Violating Facilities. 5.43 Energy Policy and Conservation Act The Contractor hereby recognizes the mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163). 5.44 Clean Water Act The Contractor hereby agrees to adhere to the provisions which require compliance with all applicable standards, orders, or requirements issued under Section 508 of the Clean Water Act which prohibits the use under non-exempt Federal contracts, grants or loans of facilities included on the EPA List of Violating Facilities. 5.45 Anti-Lobbying and Debarment Act The Contractor will be expected to comply with Federal statutes required in the Anti-Lobbying Act and the Debarment Act. ATTACHMENT A Pricing Specifications Answering Services RFP# 24-10-3 1. Responder shall provide an implementation fee as established in the attached fee schedule. Fee shall be a one-time initial account set up fee and shall be inclusive of all costs associated with establishing the account. 2. If required the responder should provide the amount of any deposit that may be required. 3. Responder shall provide a monthly base rate as established in the attached fee schedule. The monthly base rate should be a flat monthly rate and shall cover all administrative costs. 4. Responder shall provide an inbound auto greeting call charge. This charge is per call answered by the incoming automated greeting that are not answered by an operator. There should be no inbound call time charged for calls answered by voice mail. 5. Responder shall provide an inbound operator cost per minute. a. Rate must include a dial-tone disconnect service, and additional time will not be charged for wrap or update time. b. On hold time shall not be charged. c. Weekends, Holidays, Emergency and any other answering services provided as needed should be provided at the same inbound rate. d. Inbound operator call time should be measured in six (6) second increments to allow for computations. 6. Responder shall provide an outbound operator cost per minute rate for each call that is forwarded by the operator. 7. Responder shall include a per text, email and fax rate as established on the attached fee schedule. Prices on the attached proposal schedule will be all-inclusive and no additional fees or charges will be added, including but not limited to: Account Maintenance Fees; Update fees; On-Call schedule/change fee; Fax/Email scheduling fee; HIPPA fees; FCC fees; and Charges for telephone lines. Contractor agrees to abide by all St. Tammany Parish Government (Parish) General Conditions (furnished upon request), and acknowledges receipt of and has reviewed a copy of the Parish's Insurance Requirements (as attached) and agrees to maintain such insurance coverage(s) throughout the duration of the project, as well as for any subsequent warranty periods. If awarded the project, Contractor agrees that no work is to commence under any circumstance until the Contractor is provided a notice to proceed by the Parish. Contractor must acknowledge all addenda. Enter the number the Parish has assigned to each of the addenda that the Contractor is acknowledging. The Contractor acknowledges receipt of the following: ADDENDA: _____________________ Contractor:___________________________________________________________________ Address Line 1:_______________________________________________________________ Address Line 2:_______________________________________________________________ City:________________________ State:______________________ Zip:________________ Phone: ____________________________ Email: __________________________________ Contractor Signature: _______________________________________ Date: _____________ Contractor Printed Name: ______________________________________________________ Reference No. Description Unit Unit Price 1 Implemantation/Set Up Fee One Time 2 Deposit One Time 3 Monthly Base Rate Per Month 4 Inbound Auto Greeting Answered Calls Each 5 Inbound Operator Time Per Minute 6 Outbound Operator Time Per Minute 7 Patch Time Per Minute 8 Faxes Each 9 E Mails Each 10 Texts Each Pricing Sheet Answering Services RFP# 24-10-3 Attachment B CONTRACT FOR ESSENTIAL SERVICES Contract No.: «txtMunisContractNum» Be it known, that on this day of , 202__, the Parish of St. Tammany Government, through the Office of the Parish President (hereinafter sometimes referred to as the "Parish") and «txtREQCompanyName», an entity qualified to do and doing business in this State and Parish (hereinafter referred to as "Provider") do hereby enter into this Contract for non-professional services under the following terms and conditions. 1. SCOPE OF SERVICES Provider hereby agrees to furnish the following services (hereinto referred to as the “Contract”): «txtScopeSummary» 2. OPTION TO RENEW The Parish has the right to renew the term of this Contract for two (2) additional one (1) year periods, based upon the same conditions of the initial term. Parish shall notify Provider in writing of its exercise of its option for an additional term not less than thirty (30) days prior to the end of the then current term. 3. NOTICE TO PROCEED The Parish, through the Director, shall issue the Provider a Notice to Proceed in writing. This notice shall include the Work Order Number, Purchase Order Number, and instructions to undertake the services stated herein. The Provider shall commence the services within ten (10) days after receipt of such notification. The work necessary for the completion of each task shall be completed promptly following the Provider’s receipt of the Notice to Proceed. Sam ple Contract No.: «txtContractNum» Page 2 of 14 If the Parish desires to divide the Project into various parts, a Notice to Proceed shall be issued for each part, and the Parish and the Provider shall mutually agree upon the period of time within which services for each part of the Project shall be performed. The Provider will be given time extensions for delays beyond its control, or for those delays caused by tardy approvals of work in progress by various official agencies, but no additional compensation shall be allowed or due Provider for such delays. 4. INSURANCE REQUIREMENTS The Provider shall secure and maintain at its expense such insurance as may be required by the attached “Insurance Requirements”. It is specifically understood that this Contract shall not be effective until such time as all insurance requirements are met by the Provider and approved by the Parish. 5. LIABILITY AND INDEMINIFICATION A. Duty to Defend Upon notice of any claim, demand, suit, or cause of action against the Parish, alleged to arise out of or be related to this Contract, Contractor shall investigate, handle, respond to, provide defense for, and defend at its sole expense, even if the claim, demand, suit, or cause of action is groundless, false, or fraudulent. The Parish may, but is not required to, consult with or assist the Contractor, but this assistance shall not affect the Contractor’s obligations, duties, and responsibilities under this section. Contractor shall obtain the Parish’s written consent before entering into any settlement or dismissal. B. Contractor Liability Contractor shall be liable without limitation to the Parish for any and all injury, death, damage, loss, destruction, damages, costs, fines, penalties, judgments, forfeitures, assessments, expenses (including attorney fees), obligations, and other liabilities of every Sam ple Contract No.: «txtContractNum» Page 3 of 14 name and description, which may occur or in any way arise out of any act or omission of Contractor, its owners, agents, employees, partners or subcontractors. C. Force Majeure It is understood and agreed that neither party can foresee the exigencies beyond the control of each party which arise by reason of an Act of God or force majeure; therefore, neither party shall be liable for any delay or failure in performance beyond its control resulting from an Act of God or force majeure. The Parish shall determine whether a delay or failure results from an Act of God or force majeure based on its review of all facts and circumstances. The parties shall use reasonable efforts, including but not limited to, use of continuation of operations plans (COOP), business continuity plans, and disaster recovery plans, to eliminate or minimize the effect of such events upon the performance of their respective duties under this Contract. D. Indemnification Contractor shall fully indemnify and hold harmless the Parish, without limitation, for any and all injury, death, damage, loss, destruction, damages, costs, fines, penalties, judgments, forfeitures, assessments, expenses (including attorney fees), obligations, and other liabilities of every name and description, which may occur or in any way arise out of any act or omission of Contractor, its owners, agents, employees, partners or subcontractors. The Contractor shall not indemnify for the portion of any loss or damage arising from the Parish’s act or failure to act. E. Intellectual Property Indemnification Contractor shall fully indemnify and hold harmless the Parish, without limitation, from and against damages, costs, fines, penalties, judgments, forfeitures, assessments, expenses (including attorney fees), obligations, and other liabilities in any action for infringement of any intellectual property right, including but not limited to, trademark, trade-secret, copyright, and patent rights. Sam ple Contract No.: «txtContractNum» Page 4 of 14 When a dispute or claim arises relative to a real or anticipated infringement, the Contractor, at its sole expense, shall submit information and documentation, including formal patent attorney opinions, as required by the Parish. If the use of the product, material, service, or any component thereof is enjoined for any reason or if the Contractor believes that it may be enjoined, Contractor, while ensuring appropriate migration and implementation, data integrity, and minimal delays of performance, shall at its sole expense and in the following order of precedence: (i) obtain for the Parish the right to continue using such product, material, service, or component thereof; (ii) modify the product, material, service, or component thereof so that it becomes a non- infringing product, material, or service of at least equal quality and performance; (iii) replace the product, material, service, or component thereof so that it becomes a non-infringing product, material, or service of at least equal quality and performance; or, (iv) provide the Parish monetary compensation for all payments made under the Contract related to the infringing product, material, service, or component, plus for all costs incurred to procure and implement a non-infringing product, material, or service of at least equal quality and performance. Until this obligation has been satisfied, the Contractor remains in default. The Contractor shall not be obligated to indemnify that portion of a claim or dispute based upon the Parish’s unauthorized: i) modification or alteration of the product, material or service; ii) use of the product, material or service in combination with other products not furnished by Contractor; or, iii) use of the product, material or service in other than the specified operating conditions and environment. 6. TAXES Provider hereby agrees to be responsible for payment of taxes from the funds thus received under this Contract. Provider agrees to be responsible for and to pay all applicable federal income taxes, federal social security tax (or self-employment tax in lieu thereof) and any other applicable federal or state unemployment taxes. Provider agrees to indemnify and hold the Parish harmless for any and all federal and/or state income tax liability, including taxes, Sam ple Contract No.: «txtContractNum» Page 5 of 14 interest and penalties, resulting from the Parish's treatment of Provider as independent contractor. 7. PARISHSHIP All records, reports, documents, or other material related to this Contract and/or obtained or prepared by Provider in connection with the performance of the services contracted for herein, shall become the property of the Parish, and shall, upon request, be returned by Provider to Parish, at Provider’s expense, at termination or expiration of this Contract. 8. PAYMENT OF INVOICES A. Invoices for services shall be submitted by Provider to Parish for review and approval B. All invoices must indicate the Parish Purchase Order Number and Work Order Number and shall be submitted to the address below: St. Tammany Parish Government ATTN: Accounts Payable P.O. Box 628 Covington, LA 70434 C. All billings by Provider for services rendered shall be submitted in writing. Invoices shall not be submitted more frequently than monthly. D. The Parish agrees to make payment to Provider for services upon receipt and approval of each invoice. The Parish will pay Provider the amount due and payable within thirty (30) days or unless a conflict results in a delay of payment. Upon receipt of each invoice, the Parish shall have the right and opportunity to review, confirm or otherwise determine the accuracy of each invoice and performance of service. In the event that the Parish disputes or otherwise may question the accuracy of each invoice or quality of all work performed, the Parish may withhold payment of any invoice Sam ple Contract No.: «txtContractNum» Page 6 of 14 until a successful and satisfactory resolution can be had between the Parties. Parish agrees to not unreasonably withhold payments of any invoice. E. Other than the fee schedule herein, there will be absolutely no additional fees due Provider to cover its overhead costs, general expenses, capital expenses, expenses for principal/branch/ field offices, employee salaries, direct and indirect costs, additional costs or profit of any nature whatsoever in excess of the previously agreed hourly rate. 9. JURISDICTION This Contract is made under the laws of the State of Louisiana, and for all purposes shall be interpreted in its entirety in accordance with the laws of said State. The Provider hereby agrees and consents to the jurisdiction of the courts of the State of Louisiana over its person. The Parties hereto agree that the sole and exclusive venue for all lawsuits, claims, disputes, and other matters in question between the Parties to this Contract or any breach thereof shall be in the 22nd Judicial District Court for the Parish of St. Tammany, State of Louisiana. It is also understood and agreed that the laws and ordinances of St. Tammany shall apply. 10. NON-ASSIGNABILITY Provider shall not assign nor transfer any interest in this Contract (whether by assignment or novation) without prior written consent of the Parish. Failure to obtain the prior written consent of the Parish may be grounds for termination of this Contract. Claims for money due or to become due to the Provider from the Parish under this Contract may be assigned to a bank, trust company, or other financial institution without such prior written consent. Notice of any such assignment or transfer shall be furnished promptly to the Parish. 11. BUDGET LIMITATIONS The continuation of this Contract is contingent upon the appropriation of funds by the Parish to fulfill the requirements of the Contract. If the Parish fails to appropriate sufficient monies Sam ple Contract No.: «txtContractNum» Page 7 of 14 to provide for the continuation of this or any other related Contract, or if such appropriation is reduced by the veto of Parish President by any means provided in the Budget Ordinance to prevent the total appropriation for the year from exceeding revenues for that year, or for any other lawful purpose, and the effect of such reduction is to provide insufficient monies for the continuation of the Contract, the Contract shall terminate on the date of the beginning of the first fiscal year for which funds are not appropriated. 12. SEVERABILITY If any provision or item in this Contract is held invalid or unenforceable for any reason, then such invalidity or unenforceability shall not affect other provisions or items of this Contract. In such event, the remaining portions shall be given full force and effect without the invalid provision or item, and to this end the provisions or items of this Contract are hereby declared severable. 13. TERMINATION, CANCELLATION, AND SUSPENSION A. Termination The term of this Contract shall be binding upon the Parties hereto until the work has been completed by the Provider and accepted by the Parish, and all payments required to be made to the Provider have been made. But, this Contract may be terminated upon thirty (30) days written notice under any or all of the following conditions: 1) By mutual agreement and consent of the Parties hereto; 2) By the Parish as a consequence of the failure of the Provider to comply with the terms, progress, or quality of the work in a satisfactory manner, proper allowances being made for circumstances beyond the control of the Provider; Sam ple Contract No.: «txtContractNum» Page 8 of 14 3) By either party upon failure of the other party to fulfill its obligations as set forth in this Contract; 4) By the Parish with less than thirty (30) days’ notice due to budgetary reductions and changes in funding priorities by the Parish; 5) In the event of the abandonment of the project by the Parish. Upon termination, the Provider shall be paid for actual work performed prior to the Notice of Termination, either based upon the established hourly rate for services actually performed, or on a pro-rata share of the basic fee based upon the phase or percentage of work actually completed, depending on the type of compensation previously established under this Contract. Upon Termination, the Provider shall deliver to the Parish all original documents, notes, drawings, tracings, computer files, and other files pertaining to this Contract or the Work performed, except for the Provider’s personal and administrative files. B. Cancellation The continuation of this Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the Parish. If the Parish fails to appropriate sufficient monies to provide for the continuation of this or any other Contract, or if such appropriation is reduced by the veto of Parish President by any means provided in the appropriations Ordinance to prevent the total appropriation for the year from exceeding revenues for that year, or for any other lawful purpose, and the effect of such reduction is to provide insufficient monies for the continuation of the Contract, the Contract shall terminate on the date of the beginning of the first fiscal year for which funds are not appropriated. It is understood and agreed that paragraph (9)(C) below may preempt this paragraph, all at the exclusive and unilateral option of the Parish. Sam ple Contract No.: «txtContractNum» Page 9 of 14 C. Suspension Should the Parish desire to suspend the work, but not definitely terminate the Contract, the Parish shall supply the Provider with thirty (30) days’ notice. The Parish will also supply Provider thirty (30) days’ notice that the work is to be reinstated and resumed in full force. Provider shall receive no additional compensation during the suspension period. The Parties may revisit the terms of this Contract during the suspension period. The suspension shall not exceed six (6) months, unless mutually agreed upon between the Parties. D. Default of Contractor Failure to complete or deliver within the time specified or to provide the services as specified in the bid or response will constitute a default and may cause cancellation of the contract. Where the Parish has determined the contractor to be in default. The Parish reserves the right to purchase any or all products or services covered by the contract on the open market and to charge the contractor with the cost in excess of the contract price. Until such assessed charges have been paid, no subsequent bid or response from the defaulting contractor will be considered. E. In the event of a default and/or breach of this agreement and this matter is forwarded to legal counsel, then the prevailing party may be entitled to collect a reasonable attorney fees and all costs associated therewith whether or not litigation is initiated. Attorney fees shall be based upon the current, reasonable prevailing rate for counsel in the private sector. The Parties agree to be responsible for such attorney fees, together for all with legal interest from date of agreement breach, plus all costs of collection. F. Termination or cancellation of this agreement will not affect any rights or duties arising under any term or condition herein. Sam ple Contract No.: «txtContractNum» Page 10 of 14 As to the filing of voluntary or involuntary bankruptcy by Provider, Provider agrees that if any execution or legal process is levied upon its interest in this Contract, or if any liens or privileges are filed against its interest, or if a petition in bankruptcy is filed against it, or if it is adjudicated bankrupt in involuntary proceedings, or if it should breach this Contract in any material respect, the Parish shall have the right, at its unilateral option, to immediately cancel and terminate this Contract. In the event that Provider is placed in any chapter of bankruptcy, voluntarily or involuntarily, or otherwise triggers any provision of the preceding sentence herein, it is understood and agreed that all materials, goods and/or services provided shall be and remain the property of the Parish. All rights of Provider as to goods, wares, products, services, materials and the like supplied to Parish shall be deemed forfeited. 14. AUDITORS Notwithstanding other Sections herein, Provider shall maintain all records for a period of three (3) years after the date of final payment under this Contract. It is hereby agreed that the Parish Department of Finance or its designated auditor shall have the sole, unilateral and exclusive option of auditing all accounts of Provider which relate to this Contract. Such audit may be commenced at any reasonable time. Provider agrees not to delay, retard, interrupt or unduly interfere with commencement and completion of such an audit. If in the exclusive and unilateral opinion of the Parish that Provider delays, retards, interferes with or otherwise interrupts such an audit, the Parish may seek such relief as per law. In such an event, Provider agrees to be liable for all reasonable attorney fees, costs of auditors, court costs, and any other reasonably related expenses with such litigation. 15. DISCRIMINATION CLAUSE Provider agrees to comply with the Americans with Disabilities Act of 1990 and any current amendments thereto. All individuals shall have equal access to employment opportunities available to a similarly suited individual. Provider agrees not to discriminate in its employment practices, and will render services under this Contract without regard to race, color, religion, sex, national origin, veteran status, political affiliation, or disabilities. Any Sam ple Contract No.: «txtContractNum» Page 11 of 14 act of discrimination committed by Provider, or failure to comply with these statutory obligations when applicable shall be grounds for termination of this Contract. Provider agrees to abide by the requirements of all local, state, and/or federal law, including but not limited to the following: Title VI and VII of the Civil Rights Act of 1964, as amended by the Equal Opportunity Act of 1972, Federal Executive Order 11246, the Federal Rehabilitation Act of 1973, as amended, the Vietnam Era Veteran's Readjustment Assistance Act of 1974, Title IX of the Education Amendments of 1972, the Age Act of 1975, and the requirements of the Americans with Disabilities Act of 1990. Provider warrants and guarantees that it is an Equal Employment Opportunity employer. In all hiring or employment made possible by or resulting from this Contract, there shall not be any discrimination against any person because of race, color, religion, sex, national origin, disability, age or veterans status; and where applicable, affirmative action will be taken to ensure that Provider's employees are treated equally during employment without regard to their race, color, religion, sex, national origin, disability, age, political affiliation, disabilities or veteran status. This requirement shall apply to but not be limited to the following: employment upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. All solicitations or advertisements for employees shall state that all applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, disability, age or veteran status. 16. INDEPENDENT CONTRACTOR While in the performance of services or carrying out obligations herein, the Provider shall be acting in the capacity of an independent Contractor (as defined in LSA-R.S. 23:1021(7)), and not as an employee of the Parish. Nothing herein shall create a partnership between the Provider and the Parish. The Parish shall not be obliged to any person, firm or corporation for any obligations of the Provider arising from the performance of its services under this Contract. The Provider shall not be authorized to represent the Parish with respect to services being performed, dealings with other agencies, and administration of specifically related Sam ple Contract No.: «txtContractNum» Page 12 of 14 contracts, unless done so in writing by the Parish. Provider acknowledges Exclusions of Workmen's Compensation and/or Unemployment Coverage. 17. RECORDATION OF CONTRACT Provider authorizes Parish to deduct from any payment due herein costs and service fees for recordation of this Contract in full or an excerpt hereof, or any revisions or modifications thereof as required by law. 18. AUTHORITY TO ENTER CONTRACT The undersigned representative of Provider warrants and personally guarantees that he/she has the requisite and necessary authority to enter and sign this Contract on behalf of the corporate entity, partnership, etc. The undersigned Parties warrant and represent that they each have the respective authority and permission to enter this Contract. In the event that Provider is a member of a corporation, partnership, LLC, LLP, or any other juridical entity, the Parish requires, as an additional provision, that Provider supplies a certified copy of a corporate resolution authorizing the undersigned to enter and sign this Contract. Another option to fulfill this additional provision he/she can supply Louisiana Secretary of State Business filings confirming that he/she is a managing member of a corporation, partnership, L.L.C., L.L.P., or any other juridical entity which authorizes the undersigned to enter and sign this Contract. Sam ple Contract No.: «txtContractNum» Page 13 of 14 This Contract is executed in One (1) original. IN TESTIMONY WHEREOF, they have executed this agreement, the date(s) written below. ____________________________________ Signature ____________________________________ Print Name WITNESSES: PROVIDER: ______________________________________ Signature ______________________________________ Print Name ______________________________________ Title _______________________ Date ____________________________________ Signature ____________________________________ Print Name Sam ple Contract No.: «txtContractNum» Page 14 of 14 ____________________________________ Signature ____________________________________ Print Name ____________________________________ Signature ____________________________________ Print Name ______________________________ Assistant District Attorney Civil Division ____________________ Date WITNESSES: ST. TAMMANY PARISH GOVERNMENT: _______________________________________ Michael B. Cooper Parish President ________________________ Date APPROVED BY: Sam ple ACKNOWLEDGMENT AND WAIVER __________________________________ (“Proposer”) hereby acknowledges that it has received Request for Proposal No. __________________ (“RFP”), issued by the St. Tammany Parish Government, and has been advised that same is not subject to the Louisiana Public Bid Law or the Louisiana Procurement Code. As such, Proposer understands and acknowledges that it has not been granted and otherwise possesses no right to protest, contest, debate or otherwise call in question the processes, procedures, methodology or results of the RFP or the selection of a Contractor in connection therewith. To the extent that the Proposer may otherwise have any such rights, Proposer herein waives all such rights to protest, contest, debate or otherwise call in question the processes, procedures, methodology or results of the RFP or the selection of a Contractor in connection therewith and agrees it will not file claims of any type or manner, in a court of law or otherwise, in any way related to same. SIGNED, this __________ day of ___________________, 202__. WITNESSES: _____________________________________ Proposer _______________________________________ By:__________________________________ Printed Name: ___________________________ (Signature of Authorized Representative) Printed Name: ________________________ _______________________________________ Title: _______________________________ Printed Name: ___________________________ STATE OF _______________________________ PARISH/COUNTY OF _____________________ SWORN TO and subscribed before me, Notary, on this _____ day of _________________, 202__. ______________________________________ NOTARY PUBLIC My Commission Expires: _________________ Attachment C Insurance Requirements - Answering Services Page 1 INSURANCE REQUIREMENTS* Essential Services Project: Answering Services Project/Quote/Bid#: 24-10-3 ***IMPORTANT – PLEASE READ*** Prior to submitting your quote or bid, it is recommended that you review these insurance requirements with your insurance broker/agent. These requirements modify portions of the insurance language found in the General Conditions and/or Supplementary General Conditions; however, there is no intention to remove all sections pertaining to insurance requirements and limits set forth in the General Conditions and/or Supplementary General Conditions, only to amend and specify those items particular for this Project. A. The Provider shall secure and maintain at its expense such insurance that will protect it and St. Tammany Parish Government (the “Parish”) from claims for bodily injury, death or property damage as well as from claims under the Workers’ Compensation Acts that may arise from the performance of services under this agreement. All certificates of insurance shall be furnished to the Parish and provide thirty (30) days prior notice of cancellation to the Parish, in writing, on all of the required coverage. B. All policies shall provide for and certificates of insurance shall indicate the following: 1. Waiver of Subrogation: The Provider's insurers will have no right of recovery or subrogation against the Parish of St. Tammany, it being the intention of the parties that all insurance policy(ies) so affected shall protect both parties and be the primary coverage for any and all losses covered by the below described insurance. 2. Additional Insured: St. Tammany Parish Government shall be named as Additional Insured with respect to general liability, automobile liability and excess liability coverages, as well as marine liability and pollution/environmental liability, when those coverages are required or necessary. 3. Payment of Premiums: The insurance companies issuing the policy or policies will have no recourse against St. Tammany Parish Government for payment of any premiums or for assessments under any form of policy. 4. Project Reference: The project(s) and location(s) shall be referenced in the Comment or Description of Operations section of the Certificate of Insurance (Project ##-###, or Bid # if applicable, Type of Work, Location). C. Coverage must be issued by insurance companies authorized to do business in the State of Louisiana. Companies must have an A.M. Best rating of no less than A-, Category VII. St. Tammany Parish Risk Management Department may waive this requirement only for Workers Compensation coverage at their discretion. Attachment D Insurance Requirements - Answering Services Page 2 Provider shall secure and present proof of insurance on forms acceptable to St. Tammany Parish Government, Office of Risk Management no later than the time of submission of the Contract to the Parish. However, should any work performed under this Contract by or on behalf of Provider include exposures that are not covered by those insurance coverages, Provider is not relieved of its obligation to maintain appropriate levels and types of insurance necessary to protect itself, its agents and employees, its subcontractors, St. Tammany Parish Government (Owner), and all other intere