121962 O3 Direct Interactions Redacted.pdf

State of Nebraska Department of Labor (NDOL)

Call Center Support for Unemployment Insurance Services, RFP No. 121962 O3

Table of Contents

Cover Page Contractual Agreement Form

VI.A.1. Corporate Overview

Bidder Identification and Information

Financial Statements Change of Ownership

Office Location

Relationships with the State

Bidder’s Employee Relations to State Contract Performance

Summary of Bidder’s Corporate Experience

Summary of Bidder’s Proposed Personnel/Management Approach

Key Personnel Resumes Subcontractors

Section II. Terms and Conditions

Section III. Vendor Duties

Section IV. Payment VI.A.2. Technical Response

Understanding of the Business Requirements

Detailed Project Work Plan

Deliverables and Due Dates

Attachment #1: Required Bidder Responses Attachment #2: Cost Proposal

Appendix (Additional Customer Satisfaction Attestations)

Direct Interactions, Inc. affirms that no changes in ownership or control of the company are anticipated within the twelve (12) months following the submission of this proposal. The company remains under the ownership and leadership of its original founders, Matt Storey and Jonas Nicholson, and there are no planned transactions or restructuring activities that would alter this status. Should any changes occur in the future, Direct Interactions, Inc. will promptly notify the appropriate parties in accordance with contractual and regulatory requirements.

d. OFFICE LOCATION

Identify the bidder’s office location responsible for performance pursuant to an award of a contract with the State of Nebraska.

(Section V.B.1.a.-c.- Contractor Location and Eligibility) Direct Interactions will establish a dedicated physical office location within a 100-mile area near the Department of Labor office in Nebraska (Hub site), which will serve as the central hub for call center service operations. This location will anchor our commitment to delivering high-quality, locally supported services while integrating seamlessly into our broader national infrastructure.

(V.B.7.a - Disruption in Service) As part of our distributed workforce strategy, Direct Interactions will also maintain multiple dedicated office locations across the United States. This approach is a cornerstone of our business continuity and disaster response risk mitigation plan, ensuring uninterrupted service delivery regardless of regional disruptions.

Our operational model is built on a seamless, unified service delivery framework. All agents and supervisors, whether at the Hub site or at other sites, will connect through a secure, virtualized environment powered by Amazon Web Services (AWS) and Amazon Connect. This cloud-based infrastructure enables real-time collaboration, centralized quality assurance, and consistent service standards across all locations.

Each site, including the Hub site location, will be staffed with a dedicated team of agents with supervisor support. This structure ensures both localized responsiveness and enterprise-wide coordination. Our operations are further supported by Direct Interactions’ national workforce of experienced support personnel. This team includes specialists in customer service, quality assurance, training, and IT, all working together to uphold our high standards of performance and client satisfaction. Should a service interruption occur, Direct Interactions will promptly alert the designated NDOL contact and outline an estimated timeframe for resolution.

The remainder of this page was intentionally left blank interest exists or may exist, the bidder may be disqualified from further consideration in this solicitation. If no such relationship exists, declare so.

Direct Interactions affirms that no individuals named in this proposal are current or former employees of the State of Nebraska within the past twelve (12) months. Furthermore, no current employees of Direct Interactions are known to be employed by any agency of the State of Nebraska as of the date of this submission. Direct Interactions does not intend to utilize subcontractors for contracted work with the State of Nebraska.

(Section V.B.2.a - Legal Compliance) Direct Interactions will operate in full compliance with all applicable federal and state laws and regulations throughout the duration of the contract with the Nebraska Department of Labor (NDOL). We are committed to maintaining the highest standards of legal and regulatory adherence in every aspect of our operations, including employment practices, data security, accessibility, and service delivery. Our compliance team continuously monitors changes in relevant legislation to ensure our policies, procedures, and systems remain up to date and aligned with all legal requirements. This proactive approach ensures that NDOL can rely on Direct Interactions as a responsible and trustworthy partner throughout the contract term.

Direct Interactions is committed to maintaining the highest standards of integrity and compliance. Should we be awarded a contract, we will take all reasonable and proactive measures to ensure that any personnel assigned to the project are thoroughly vetted to prevent any actual or perceived conflicts of interest in accordance with State guidelines which includes partnership, as authorized by the State, with the Nebraska Vocational Rehabilitation program.

g. CONTRACT PERFORMANCE

If the bidder or any proposed subcontractor has had a contract terminated for default during the past five (5) years, all such instances must be described as required below. Termination for default is defined as a notice to stop performance delivery due to the bidder’s non-performance or poor performance, where the issue was either not litigated due to inaction on the part of the bidder or litigated and the litigation determined the bidder to be in default. It is mandatory that the bidder submit full details of all termination for default experienced during the past five (5) years, including the other Party's name, address, and telephone number. The response must present the bidder’s position on the matter. The State will evaluate the facts and score the bidder’s solicitation response accordingly. If no such termination for default has been experienced by the bidder in the past five (5) years, declare so. If at any time during the past five

(5) years, the bidder has had a contract terminated for convenience, non-performance, non-allocation of funds, or any other reason, describe fully all circumstances surrounding such termination, including the name and address of the other contracting Party.

Direct Interactions affirms that it has not experienced any contract terminations for default within the past five (5) years. Furthermore, the company has not had any contracts terminated for convenience, non-performance, non-allocation of funds, or any other reason during this period.

Since our founding in 2007, Direct Interactions has maintained a strong track record of performance and client satisfaction. Notably, we have successfully retained every recompete contract opportunity we have pursued, demonstrating our commitment to excellence, reliability, and long-term partnership with our clients.

h. SUMMARY OF BIDDER’S CORPORATE EXPERIENCE

Provide a summary matrix listing the bidder’s previous projects similar to this Solicitation in size, scope, and complexity, including call center services for government agencies, unemployment insurance programs, or similar projects. The State will use no more than three (3) narrative project descriptions submitted by the bidder during its evaluation. Provide three (3) references for call center services, including the contact name, phone number, email address, length of relationship, and a brief overview of the services provided. Describe the company's culture and how it aligns with this solicitation. Address the following:

i. Provide narrative descriptions to highlight the similarities between the bidder’s experience and this Solicitation. Include:

• The time period of the project,

• The scheduled and actual completion dates,

• The bidder’s responsibilities,

• For reference purposes, a customer name (including the name of a contact person, a current telephone number, facsimile number, and e-mail address);

• Indicate whether the work was performed as the prime Vendor or as a subcontractor. If performed as the prime Vendor, provide the originally scheduled completion date and budget, as well as the actual (or currently planned) completion date and actual (or currently planned) budget.

ii. Bidder and Subcontractor(s) experience should be listed separately. Narrative descriptions submitted for Subcontractors should be specifically identified as subcontractor projects.

iii. If the work was performed as a subcontractor, provide the same information requested for the bidders above. Additionally, specify what share of contract costs, project responsibilities, and time period were performed as a subcontractor.

Direct Interactions Project Experience & References

The following section represents Direct Interactions 3 references and relevant experience to the Scope of Work described in this RFP.

1) Ohio Department of Job and Family Services Unemployment Insurance Call Center Matrix below (Fig. 4)

Project Name Ohio Unemployment Insurance Call Center Support

Client Name Ohio Department of Job and Family Services (ODJFS)

Reference Contact Info

Chris Duda, Management Analyst 4200 E. 5th Ave., Columbus, OH 43219 Phone: 614.214.6102 Email: Christopher.Duda@jfs.ohio.gov

Time Period March 2020 – present

Scope of Work Provided Tier 1 call center support for unemployment insurance claims during and after the COVID-19 pandemic.

Responsibilities Handled over 4 million calls, processed 700,000 claims, scaled from 150 to 750 agents, provided training, QA, and reporting.

Prime/Subcontractor Role Prime Contractor

Budget & Timeline (planned vs. actual)

Planned: 3 contracts (3/2020 – 6/2027) Actual: 1) $19 M p/a, 2) $20 M p/a, 3) $30 M (p) TBD in process (a).

Outcomes Reduced wait times from hours to under 5 minutes; maintained CSAT above 90%; exceeded SLA targets.

ODJFS Experience Narrative (Alignment with NDOL Scope of Work)

Direct Interactions brings a proven, large-scale track record of delivering first-tier unemployment insurance (UI) call center services that directly align with the Nebraska Department of Labor’s Scope of Work. From March 2020 through the present day, we have partnered with the Ohio Department of Job and Family Services (ODJFS) to provide Tier 1 support for its UI Claims Center. During this engagement, we handled over 3.8 million UI-related calls and processed more than 700,000 claims, demonstrating our ability to manage high-volume, high-complexity public service operations with precision, compliance, and care.

First-Tier Inbound Call Handling & Callback Management

NDOL requires a vendor to manage approximately 71,000 calls annually, including 5,000 non- English calls, and scheduling associated to 9,000 callbacks. In Ohio, Direct Interactions successfully managed more than 3.8 million calls and implemented a structured callback model for complex inquiries. Our agents were trained to triage calls, resolve Tier 1 issues, and schedule follow-ups with internal ODJFS staff for escalated matters mirroring NDOL’s expectations for callback scheduling, tracking, and reporting. Direct Interactions will provide the same level of service to meet and exceed NDOL's needs.

We maintained queue efficiency by minimizing hold times and implemented real-time monitoring to ensure prompt service. Our performance consistently exceeded expectations, with average wait times reduced from hours to minutes and first-call resolution rates exceeding 80%.

NDOL requires a turnkey solution with full responsibility for hiring, training, onboarding, payroll, and performance management. Direct Interactions fulfilled these same responsibilities for ODJFS, hiring and training more than 1,000 agents after screening more than 10,000 applicants. We scaled from 150 to 750 agents during peak periods, demonstrating our ability to flexibly meet seasonal demand. Direct Interactions has demonstrated our scalability and ability to manage peak periods and post-holiday surges for NDOL.

(V.B.5.b.iv - Training Content Requirements) Our training program included over 50 live instructor-led sessions and 20+ refresher courses. We followed a “Train the Trainer” model, maintained a curated knowledge base, and conducted regular calibration meetings and town halls. Our training covered all the same NDOL-required topics, including sensitivity awareness, conflict resolution, confidentiality, positive interaction approach, and system use. Our team will provide the same level of training for NDOL. Direct Interactions will engage with NDOL claimants confidently and professionally, ensuring clear, accurate communication supported by strong product knowledge. Our agents are trained to uphold strict confidentiality standards and follow all data protection protocols. We are committed to enhancing customer service through continuous performance monitoring, coaching, and feedback, ensuring every interaction is efficient, respectful, and informed.

Direct Interactions will ensure all agents are thoroughly familiar with NDOL-approved scripts, enabling them to deliver consistent, accurate, and empathetic responses during every claimant interaction. Our training program emphasizes not only script mastery but also the ability to adapt tone and pacing to meet the needs of each caller. To enhance customer service, we incorporate continuous feedback loops, real-time coaching, and quality assurance reviews that focus on both compliance and claimant satisfaction. Sensitivity and confidentiality are core components of our training curriculum, equipping agents to handle sensitive information with discretion and empathy. Through structured role-play exercises, agents practice real-world scenarios, reinforcing their understanding of scripts, confidentiality protocols, and compassionate communication. This hands-on approach ensures our team is fully prepared to represent NDOL with professionalism and care.

NDOL requires that at least 10% of agents be fluent in English and Spanish and that interpretation services be available for other languages. Direct Interactions met and exceeded these standards in Ohio, providing bilingual (English/Spanish) support and integrating telephonic interpretation services to ensure equitable access for all claimants. Direct Interactions will provide the same level of service for NDOL.

NDOL’s Scope of Work emphasizes the need for a configurable CRM, customized English & Spanish IVR, and real-time reporting. In Ohio, Direct Interactions effectively utilized our client’s secure, configurable CRM that supported case management, callback scheduling, and detailed reporting. Direct Interactions will provide NDOL with a customized and configurable CRM system with case management, dashboards, activity tracking capabilities, and exportable data formats. Our Ohio CRM experience utilization included:

• End-to-end case tracking

• Real-time dashboards

• Callback assignment and resolution tracking

• Exportable reports in multiple formats

• Custom workflows and activity tracking

Our IT Team worked closely with ODJFS to ensure proper connectivity and utilization of the agency’s IVR and telephony systems, using Cisco Finesse and Verint for call routing and workforce management. Our experience with Ohio’s IVR included support for multi-language options configurable within 48 hours. Upon contract award, Direct Interactions will provide a configurable IVR with the ability to be updated as required by NDOL within 24 to 48 hours of request.

(V.B.3.a.i-iv. - Interactive Voice Response (IVR) System) Direct Interactions will implement and manage an Interactive Voice Response (IVR) system that fully aligns with NDOL’s operational and service expectations. Our IVR will be configured to route and process calls using NDOL-approved scripts, ensuring consistency, accuracy, and a seamless claimant experience. To support Nebraska’s diverse population, the system will offer multi-language options, including English and Spanish, with the ability to expand language support as needed. We will continuously monitor IVR system performance to ensure reliability, responsiveness, and minimal downtime. In addition, Direct Interactions will provide NDOL with detailed IVR reporting, including call routing data, usage trends, and system diagnostics, enabling full transparency and performance oversight. This approach ensures that the IVR system remains a reliable, efficient, and accessible entry point for all claimants seeking assistance.

Touting multiple Amazon Web Services (AWS) certifications and Amazon Partner Network membership, Direct Interactions has an efficient staff of skilled professionals, technical expertise, and cutting-edge technology experience to seamlessly integrate with NDOL’s systems.

NDOL has clearly defined KPIs, including:

• Average Speed to Answer (≤3 minutes)

• Average Handle Time (≤10 minutes)

• After Call Work (≤1.5 minutes)

• Abandoned Call Rate (≤10%)

• Customer Satisfaction Score (≥85%)

Direct Interactions met or exceeded these benchmarks in Ohio. We maintained QA scores above 92%, an error rate below 0.25%, and CSAT scores consistently above 80%. Our Power BI dashboards provided real-time visibility into agent performance, call volume, and service level adherence.

NDOL requires audio recordings of all calls, available within 24 hours, and a robust QA process.

In Ohio, we recorded and stored all calls, conducted regular QA reviews, and implemented corrective action plans when needed. Our QA team worked closely with ODJFS to ensure compliance with all state guidelines and service expectations.

(V.B.6.c - Ad Hoc Reports) NDOL expects daily dashboards, interval reports, and ad hoc reporting. Direct Interactions delivered all of these in Ohio, including:

• Real-time call volume and queue status

Staffing & training More than 1,000 agents hired, 50+ training sessions, full HR oversight. *We have ~100 UI trained employees available for deployment.

Spanish & multilingual support Bilingual (English/Spanish) agents + interpreter services.

CRM & IVR IT services provided & Agent interaction with client’s CRM, IVR, real-time dashboards

Performance standards (ASA, AHT, CSAT) Exceeded KPIs: ASA < 3 min, CSAT > 80%, QA > 92%

QA & call recording Performed QA analysis from call recordings, created corrective action plans (CAPs), conducted calibration meetings

Reporting & dashboards Provided Power BI dashboards, interval reports, ad hoc reporting

Physical call center (non-remote) ODJFS – fully remote. *Prepared to establish secure, onshore facilities for NDOL Call Center Services

Direct Interactions is confident in our ability to replicate and tailor this success for the Nebraska Department of Labor. Our experience with ODJFS demonstrates our capacity to meet NDOL’s operational, technical, and performance requirements while delivering compassionate, efficient, and compliant service to claimants across the state. A detailed description of our plan to provide call center services including live agents, telephony, CRM, WFM, Training, Supervision with real-time support, Quality, Reporting, Data Analytics, and IT services for NDOL is provided in our Work Plan on pg. xx.

2) American Red Cross Disaster Relief Hotline Support Matrix below (Fig. 7)

Project Name Disaster Relief Hotline Support

Client Name American Red Cross

Reference Contact Info

Gina Surgener 430 17th St. NW, Washington, DC 20006 Phone: 202.669.8193 Email: regina.surgener@redcross.org

Time Period August 2017 - Present

Scope of Work Provided emergency call center support during natural disasters across the U.S.

Responsibilities Staffed 24/7 hotline, trained agents in crisis response, managed call surges, and ensured data security.

Prime/Subcontractor Role Prime Contractor

Budget & Timeline (planned vs. actual)

Planned: Recompete 3 times from end of first contract starting in 2017 through 2024. Awarded to Direct Interactions 3 times (most recently on 6/2024 w/ contract term through 2027.

Actual: Original contract ~250K (p), yearly average contract value ~8 M (a).

Outcomes Handled over 500,000 calls, maintained 95% call answer rate, and supported FEMA coordination.

ARC Experience Narrative (Alignment with NDOL Scope of Work)

Direct Interactions, Inc. brings a proven track record of delivering high-quality, scalable, and mission-critical call center services that align closely with the Nebraska Department of Labor’s (NDOL) Scope of Work (SOW) for Unemployment Insurance Call Center Support. Our experience supporting the American National Red Cross (ARC) demonstrates our ability to provide 24/7, first-tier support with rapid scalability, robust training, and real-time performance monitoring.

Direct Interactions provides year-round 24/7 support for the American Red Cross, maintaining a flexible staffing pool that can ramp up within 48 to 72 hours of the client’s request. Our team consistently meets and exceeds service levels while delivering disaster support through resource referrals and demographic data collection to identify impacted areas.

3) Citizens Property Insurance Call Center Service Matrix below (Fig. 9)

Project Name Citizens Property Insurance Call Center

Client Name Citizens Property Insurance

Reference Contact Info

Jason Oliver, Sr., Vendor Relationship Administrator 2101 Maryland Circle, Tallahassee, FL 32303 904-472-8847 jason.oliver@citizensfla.com

Time Period May 2020 - present

Scope of Work Call Center Services for catastrophe (CAT) response calls if/when needed upon 72-hour notice.

Responsibilities

Provide 24/7 multilingual support for various call types, meet strict performance metrics, scale rapidly for catastrophe response, ensure business continuity, ensure qualified staffing, and adhere to monthly reporting requirements/timelines.

Prime/Subcontractor Role Prime

Budget & Timeline (planned vs.

actual)

Planned: Awarded 2020 (multi-vendor). Activated in 2022 – 2025 as needed based on CAT events.

Recompete earned multiple award categories (CAT & FNOL) on 5/2025 % dictated by call volumes)

Actual: 1) ~1 M/yr. for 3 yrs. (a) <CAT activations not predictable/as needed (p as TBD). 2) ~7 M/yr.

for up to 7 years based in part on activation/call volume peaks due to disaster events. (a) with (p as

TBD).

Outcomes

Provided 7:00 AM – 7:00 PM 7-days per week during multiple CAT activations, with occasional 24-hour coverage required / ~60 Agents adjusted as needed / ~15% attrition / 90% agents moved into production once training was completed / Monthly call volume (expressed as agent production hours delivered*) September 2022: ~2,540 hours, October 2022: ~13,943 hours, November 2022: ~4,074

Connectivity to CRM NEworks; Provide real-time dashboards and (English & Spanish) IVR with callback and routing;

call recording

Implements robust telephony infrastructure, records 100% of calls, and delivers comprehensive monthly performance reports and connectivity to client’s web-based resources.

Onsite supervisors, QA analysts, and trainers; NDOL provides initial training;

contractor handles ongoing

Assign dedicated personnel including an Account Manager, Trainer, Workforce Manager, Quality Manager, and IT support, and conduct continuous training to ensure service excellence.

Must notify NDOL of service disruptions and provide resolution timelines

Provide & Support Disaster Recovery/Business Continuity Plan led by IT Manger & Information Security Officer

Deliver real-time dashboard accessible daily to NDOL, showing key KPIs such as call volume, service level compliance, agent performance, and customer satisfaction.

Provide customizable and ad hoc reports upon request, maintain detailed call logs and callback records.

Provide real-time dashboards, weekly and ad hoc reporting, detailed call logs, and KPI tracking (e.g., AHT, CSAT, service levels) to ensure transparency, performance monitoring, and compliance with Citizens’ service expectations.

Our engagement with Citizens Property Insurance Corporation highlights Direct Interactions’ ability to deliver scalable, secure, and high-performing call center services under dynamic and high-pressure conditions. Our proven success in managing multilingual support, rapid staffing adjustments, real-time reporting, and seamless client collaboration directly aligns with NDOL’s requirements for responsive, first-tier Unemployment Insurance call center operations, ensuring service continuity, data integrity, and exceptional claimant experience.

i. SUMMARY OF BIDDER’S PROPOSED PERSONNEL/MANAGEMENT APPROACH

Present a detailed description of the proposed approach to the management of the project.

Identify the specific professionals who will work on the State’s project if awarded the contract resulting from this Solicitation. Provide the names and titles of the proposed team, with a description of team leadership, interface, support functions, and reporting relationships. Identify the primary work assigned to each person. Provide resumes for all personnel proposed to work on the project. Resumes should not be longer than three (3) pages and should include academic background, degrees, professional certifications, understanding of the process, and at least three

(3) references who can attest to the competence and skill level of the individual. Any changes in proposed personnel should only be implemented after written approval from the State.

Direct Interactions Key Personnel and Project Management Strategy

Our approach is designed to ensure seamless execution, accountability, and responsiveness throughout the contract lifecycle. The project will be led by a dedicated Account Manager who will serve as the primary liaison with NDOL. Our Direct Interactions team is structured to ensure operational excellence, compliance with NDOL standards, and adaptability to changing needs.

We will implement a centralized chain of command with clear reporting lines, reinforced by specialized roles in quality assurance, training, technical integration, and frontline service delivery. Assigned stakeholders will utilize this structure to ensure that all aspects of the to participate in structured interviews with NDOL clearly articulating their understanding of the RFP, project scope, and individual responsibilities. Each team member will confidently convey their management style, experience, and collaborative approach to ensure a cohesive presentation. Resumes for Key Personnel are provided on the following pages.

i. SUMMARY OF BIDDER’S PROPOSED PERSONNEL/MANAGEMENT APPROACH

Resumes

Key Personnel References:

Matt Storey, President 701 5th Ave Suite 4200 Seattle, WA 98104 p: 833.972.4162 m: 206.683.8607 matt@directinteractions.com

Iliana Ulloa, Chief Client Officer 701 5th Ave Suite 4200 Seattle, WA 98104 p: 833.972.4162 iliana.ulloa@directinteractions.com

Malcolm Moore, Chief People Officer 701 5th Ave Suite 4200 Seattle, WA 98104 p: 833.972.4162 Malcolm.Moore@directinteractions.com

Resumes of Key Personnel are provided on the following pages.

j. SUBCONTRACTORS

If the bidder intends to subcontract any part of its performance, provide:

• Name, address, and telephone number of the subcontractor(s),

• Specific tasks for each subcontractor,

• Percentage of performance hours intended for each subcontract;

• Total percentage of subcontractor(s) performance hours.

Direct Interactions does not intend to utilize subcontractors to perform work in the event of a contract award from the State of Nebraska.

SPB Form 22 | RFP Template | Effective 12162024

II. TERMS AND CONDITIONS

Bidder should read the Terms and Conditions within this section and must initial either “Accept All Terms and Conditions Within Section as Written” or “Exceptions Taken to Terms and Conditions Within Section as Written” in the table below. If exception is not taken to a provision, it is deemed accepted as stated. If the bidder takes any exceptions, they must provide the following within the “Exceptions” field of the table below (Bidder may provide responses in separate attachment if multiple exceptions are taken):

1. The specific clause, including section reference, to which an exception has been taken;

2. An explanation of why the bidder took exception to the clause; and

3. Provide alternative language to the specific clause within the solicitation response.

By signing the solicitation, bidder agrees to be legally bound by all the accepted terms and conditions, and any proposed alternative terms and conditions submitted with the solicitation response. The State reserves the right to negotiate rejected or proposed alternative language. If the State and bidder fail to agree on the final Terms and Conditions, the State reserves the right to reject the solicitation response. The State reserves the right to reject solicitation responses that attempt to substitute the bidder’s commercial contracts and/or documents for this solicitation.

Accept All Terms and Conditions

Within Section as

Written (Initial)

Exceptions Taken to

Terms and Conditions

Within Section as

Written (Initial)

Exceptions:

(Bidder must note the specific clause, including section reference, to which an exception has been taken, an explanation of why the bidder took exception to the clause, and provide alternative language to the specific clause within the solicitation response.)

The bidders should submit with their solicitation response any license, user agreement, service level agreement, or similar documents that the bidder wants incorporated in the Contract. The State will not consider incorporation of any document not submitted with the solicitation response as the document will not have been included in the evaluation process. These documents shall be subject to negotiation and will be incorporated as addendums if agreed to by the Parties.

If a conflict or ambiguity arises after the Addendum to Contract Award has been negotiated and agreed to, the Addendum to Contract Award shall be interpreted as follows:

1. If only one (1) Party has a particular clause, then that clause shall control,

2. If both Parties have a similar clause, but the clauses do not conflict, the clauses shall be read together,

3. If both Parties have a similar clause, but the clauses conflict, the State’s clause shall control.

A. GENERAL

1. The contract resulting from this Solicitation shall incorporate the following documents:

a. Solicitation, including any attachments and addenda;

b. Questions and Answers;

c. Bidder’s properly submitted solicitation response, including any terms and conditions or agreements submitted by the bidder;

d. Addendum to Contract Award (if applicable); and

e. Amendments to the Contract. (if applicable)

These documents constitute the entirety of the contract.

Unless otherwise specifically stated in a future contract amendment, in case of any conflict between the incorporated documents, the documents shall govern in the following order of preference with number one (1) receiving preference over all other documents and with each lower numbered document having preference over any higher numbered document: 1) Amendment to the executed Contract with the most recent dated amendment having the highest priority,

2) Executed Contract and any attached Addenda 3) Addendums to the solicitation and any Questions and Answers,

4) the original solicitation document and any Addenda or attachments, and 5) the Vendor’s submitted solicitation response, including any terms and conditions or agreements that are accepted by the State.

MS

Unless otherwise specifically agreed to in writing by the State, the State’s standard terms and conditions, as executed by the State, shall always control over any terms and conditions or agreements submitted or included by the Vendor.

Any ambiguity or conflict in the contract discovered after its execution, not otherwise addressed herein, shall be resolved in accordance with the rules of contract interpretation as established in the State of Nebraska.

B. NOTIFICATION

Bidder and State shall identify the contract manager who shall serve as the point of contact for the executed contract.

Communications regarding the executed contract shall be in writing and shall be deemed to have been given if delivered personally; electronically, return receipt requested; or mailed, return receipt requested. All notices, requests, or communications shall be deemed effective upon receipt.

Either party may change its address for notification purposes by giving notice of the change and setting forth the new address and an effective date.

C. BUYER’S REPRESENTATIVE

The State reserves the right to appoint a Buyer's Representative to manage or assist the Buyer in managing the contract on behalf of the State. The Buyer's Representative will be appointed in writing, and the appointment document will specify the extent of the Buyer's Representative authority and responsibilities. If a Buyer's Representative is appointed, the bidder will be provided a copy of the appointment document and is expected to cooperate accordingly with the Buyer's Representative. The Buyer's Representative has no authority to bind the State to a contract, amendment, addendum, or other change or addition to the contract.

D. GOVERNING LAW (Nonnegotiable) Notwithstanding any other provision of this contract, or any amendment or addendum(s) entered into contemporaneously or at a later time, the parties understand and agree that, (1) the State of Nebraska is a sovereign state and its authority to contract is therefore subject to limitation by the State’s Constitution, statutes, common law, and regulation; (2) this contract will be interpreted and enforced under the laws of the State of Nebraska; (3) any action to enforce the provisions of this agreement must be brought in the State of Nebraska per state law; (4) the person signing this contract on behalf of the State of Nebraska does not have the authority to waive the State's sovereign immunity, statutes, common law, or regulations; (5) the indemnity, limitation of liability, remedy, and other similar provisions of the final contract, if any, are entered into subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity; and, (6) all terms and conditions of the final contract, including but not limited to the clauses concerning third party use, licenses, warranties, limitations of liability, governing law and venue, usage verification, indemnity, liability, remedy or other similar provisions of the final contract are entered into specifically subject to the State's Constitution, statutes, common law, regulations, and sovereign immunity.

The Parties must comply with all applicable local, state, and federal laws, ordinances, rules, orders, and regulations.

E. BEGINNING OF WORK & SUSPENSION OF SERVICES

The bidder shall not commence any billable work until a valid contract has been fully executed by the State and the successful Vendor. The Vendor will be notified in writing when work may begin.

The State may, at any time and without advance notice, require the Vendor to suspend any or all performance or deliverables provided under this Contract. In the event of such suspension, the Contract Manager or POC, or their designee, will issue a written order to stop work. The written order will specify which activities are to be immediately suspended and the reason(s) for the suspension. Upon receipt of such order, the Vendor shall immediately comply with its terms and take all necessary steps to mitigate and eliminate the incurrence of costs allocable to the work affected by the order during the period of suspension. The suspended performance or deliverables may only resume when the State provides the Vendor with written notice that such performance or deliverables may resume, in whole or in part.

F. AMENDMENT

This Contract may be amended in writing, within scope, upon the agreement of both parties.

G. CHANGE ORDERS OR SUBSTITUTIONS

The State and the Vendor, upon the written agreement, may make changes to the contract within the general scope of the solicitation. Changes may involve specifications, the quantity of work, or such other items as the State may find necessary or desirable. Corrections of any deliverable, service, or work required pursuant to the contract shall not be deemed a change. The Vendor may not claim forfeiture of the contract by reasons of such changes.

The Vendor shall prepare a written description of the work required due to the change and an itemized cost sheet for the change. Changes in work and the amount of compensation to be paid to the Vendor shall be determined in accordance with applicable unit prices if any, a pro-rated value, or through negotiations. The State shall not incur a price increase for changes that should have been included in the Vendor’s solicitation response, were foreseeable, or result from difficulties with or failure of the Vendor’s solicitation response or performance.

No change shall be implemented by the Vendor until approved by the State, and the Contract is amended to reflect the change and associated costs, if any. If there is a dispute regarding the cost, but both parties agree that immediate implementation is necessary, the change may be implemented, and cost negotiations may continue with both Parties retaining all remedies under the contract and law.

In the event any good or service is discontinued or replaced upon mutual consent during the contract period or prior to delivery, the State reserves the right to amend the contract to include the alternate product at the same price.

***Vendor will not substitute any item that has been awarded without prior written approval of NDOL***

H. RECORD OF VENDOR PERFORMANCE

The State may document the vendor’s performance, which may include, but is not limited to, the customer service provided by the vendor, the ability of the vendor, the skill of the vendor, and any instance(s) of products or services delivered or performed which fail to meet the terms of the purchase order, contract, and/or specifications. In addition to other remedies and options available to the State, the State may issue one or more notices to the vendor outlining any issues the State has regarding the vendor’s performance for a specific contract (“Contract Compliance Request”).

The State may also document the Vendor’s performance in a report, which may or may not be provided to the vendor (“Contract Non-Compliance Notice”). The Vendor shall respond to any Contract Compliance Request or Contract Non-Compliance Notice in accordance with such notice or request. At the sole discretion of the State, such Contract Compliance Requests and Contract Non-Compliance Notices may be placed in the State’s records regarding the vendor and may be considered by the State and held against the vendor in any future contract or award opportunity.

The record of vendor performance will be considered in any suspension or debarment action.

I. NOTICE OF POTENTIAL VENDOR BREACH

If Vendor breaches the contract or anticipates breaching the contract, the Vendor shall immediately give written notice to the State. The notice shall explain the breach or potential breach, a proposed cure, and may include a request for a waiver of the breach if so desired. The State may, in its discretion, temporarily or permanently waive the breach.

By granting a waiver, the State does not forfeit any rights or remedies to which the State is entitled by law or equity, or pursuant to the provisions of the contract. Failure to give immediate notice, however, may be grounds for denial of any request for a waiver of a breach.

J. BREACH

Either Party may terminate the contract, in whole or in part, if the other Party breaches its duty to perform its obligations under the contract in a timely and proper manner. Termination requires written notice of default and a thirty (30) calendar day (or longer at the non-breaching Party’s discretion considering the gravity and nature of the default) cure period. Said notice shall be delivered by email, delivery receipt requested; certified mail, return receipt requested; or in person with proof of delivery. Allowing time to cure a failure or breach of contract does not waive the right to immediately terminate the contract for the same or different contract breach which may occur at a different time.

The State’s failure to make payment shall not be a breach, and the Vendor shall retain all available statutory remedies.

K. NON-WAIVER OF BREACH

The acceptance of late performance with or without objection or reservation by a Party shall not waive any rights of the Party nor constitute a waiver of the requirement of timely performance of any obligations remaining to be performed.

L. SEVERABILITY

If any term or condition of the contract is declared by a court of competent jurisdiction to be illegal or in conflict with any law, the validity of the remaining terms and conditions shall not be affected, and the rights and obligations of the parties shall be construed and enforced as if the contract did not contain the provision held to be invalid or illegal.

M. INDEMNIFICATION

1. GENERAL

The Vendor agrees to defend, indemnify, and hold harmless the State and its employees, volunteers, agents, and its elected and appointed officials (“the indemnified parties”) from and against any and all third party claims, liens, demands, damages, liability, actions, causes of action, losses, judgments, costs, and expenses of every nature, including investigation costs and expenses, settlement costs, and attorney fees and expenses (“the claims”), sustained or asserted against the State for personal injury, death, or property loss or damage, arising out of, resulting from, or attributable to the willful misconduct, negligence, error, or omission of the Vendor, its employees, Subcontractors, consultants, representatives, and agents, resulting from this contract, except to the extent such Vendor liability is attenuated by any action of the State which directly and proximately contributed to the claims.

2. INTELLECTUAL PROPERTY

The Vendor agrees it will, at its sole cost and expense, defend, indemnify, and hold harmless the indemnified parties from and against any and all claims, to the extent such claims arise out of, result from, or are attributable to, the actual or alleged infringement or misappropriation of any patent, copyright, trade secret, trademark, or confidential information of any third party by the Vendor or its employees, Subcontractors, consultants, representatives, and agents; provided, however, the State gives the Vendor prompt notice in writing of the claim. The Vendor may not settle any infringement claim that will affect the State’s use of the Licensed Software without the State’s prior written consent, which consent may be withheld for any reason.

If a judgment or settlement is obtained or reasonably anticipated against the State’s use of any intellectual property for which the Vendor has indemnified the State, the Vendor shall, at the Vendor’s sole cost and expense, promptly modify the item or items which were determined to be infringing, acquire a license or licenses on the State’s behalf to provide the necessary rights to the State to eliminate the infringement, or provide the State with a non-infringing substitute that provides the State the same functionality. At the State’s election, the actual or anticipated judgment may be treated as a breach of warranty by the Vendor, and the State may receive the remedies provided under this Solicitation.

3. PERSONNEL

The Vendor shall, at its expense, indemnify and hold harmless the indemnified parties from and against any claim with respect to withholding taxes, worker’s compensation, employee benefits, or any other claim, demand, liability, damage, or loss of any nature relating to any of the personnel, including subcontractor’s and their employees, provided by the Vendor.

4. SELF-INSURANCE

The State of Nebraska is self-insured for any loss and purchases excess insurance coverage pursuant to Neb. Rev. Stat. § 81-8,239.01. If there is a presumed loss under the provisions of this agreement, Vendor may file a claim with the Office of Risk Management pursuant to Neb. Rev. Stat. §§ 81-8,239.01 to 81-8,306 for review by the State Claims Board. The State retains all rights and immunities under the State Miscellaneous (Neb. Rev. Stat. § 81-8,294), Tort (Neb. Rev. Stat. § 81-8,209), and Contract Claim Acts (Neb. Rev. Stat. § 81-8,302), as outlined in state law and accepts liability under this agreement only to the extent provided by law.

5. The Parties acknowledge that Attorney General for the State of Nebraska is required by statute to represent the legal interests of the State, and that any provision of this indemnity clause is subject to the statutory authority of the Attorney General.

N. ATTORNEY'S FEES

In the event of any litigation, appeal, or other legal action to enforce any provision of the contract, the Parties agree to pay all expenses of such action, as permitted by law and if ordered by the court, including attorney's fees and costs, if the other Party prevails.

O. ASSIGNMENT, SALE, OR MERGER

Either Party may assign the contract upon mutual written agreement of the other Party. Such agreement shall not be unreasonably withheld.

The Vendor retains the right to enter into a sale, merger, acquisition, internal reorganization, or similar transaction involving Vendor’s business. Vendor agrees to cooperate with the State in executing amendments to the contract to allow for the transaction. If a third party or entity is involved in the transaction, the Vendor will remain responsible for performance of the contract until such time as the person or entity involved in the transaction agrees in writing to be contractually bound by this contract and perform all obligations of the contract.

P. CONTRACTING WITH OTHER NEBRASKA POLITICAL SUBDIVISIONS OF THE STATE OR ANOTHER STATE The Vendor may, but shall not be required to, allow agencies, as defined in Neb. Rev. Stat. § 81-145(2), to use this contract. The terms and conditions, including price, of the contract may not be amended. The State shall not be contractually obligated or liable for any contract entered into pursuant to this clause. A listing of Nebraska political subdivisions may be found at the website of the Nebraska Auditor of Public Accounts.

The Vendor may, but shall not be required to, allow other states, agencies or divisions of other states, or political subdivisions of other states to use this contract. The terms and conditions, including price, of this contract shall apply to any such contract, but may be amended upon mutual consent of the Parties. The State of Nebraska shall not be contractually or otherwise obligated or liable under any contract entered into pursuant to this clause. The State shall be notified if a contract is executed based upon this contract.

Q. FORCE MAJEURE

Neither Party shall be liable for any costs or damages, or for default resulting from its inability to perform any of its obligations under the contract due to a natural or manmade event outside the control and not the fault of the affected Party (“Force Majeure Event”) that was not foreseeable at the time the Contract was executed. The Party so affected shall immediately make a written request for relief to the other Party and shall have the burden of proof to justify the request. The other Party may grant the relief requested; relief may not be unreasonably withheld. Labor disputes with the impacted Party’s own employees will not be considered a Force Majeure Event.

R. CONFIDENTIALITY

All materials and information provided by the Parties or acquired by a Party on behalf of the other Party shall be regarded as confidential information. All materials and information provided or acquired shall be handled in accordance with federal and state law, and ethical standards. Should said confidentiality be breached by a Party, the Party shall notify the other Party immediately of said breach and take immediate corrective action.

It is incumbent upon the Parties to inform their officers and employees of the penalties for improper disclosure imposed by the Privacy Act of 1974, 5 U.S.C. 552a. Specifically, 5 U.S.C. 552a (i)(1), which is made applicable by 5 U.S.C. 552a (m)(1), provides that any officer or employee, who by virtue of his/her employment or official position has possession of or access to agency records which contain individually identifiable information, the disclosure of which is prohibited by the Privacy Act or regulations established thereunder, and who knowing that disclosure of the specific material is prohibited, willfully discloses the material in any manner to any person or agency not entitled to receive it, shall be guilty of a misdemeanor and fined not more than $5,000.

S. EARLY TERMINATION

The contract may be terminated as follows:

1. The State and the Vendor, by mutual written agreement, may terminate the contract, in whole or in part, at any time.

2. The State, in its sole discretion, may terminate the contract, in whole or in part, for any reason upon thirty

(30) calendar day’s written notice shall be delivered by email, delivery receipt requested; certified mail, return receipt requested; or in person with proof of delivery to the Vendor. Such termination shall not relieve the Vendor of warranty or other service obligations incurred under the terms of the contract. In the event of termination, the Vendor shall be entitled to payment, determined on a pro rata basis, for products or services satisfactorily performed or provided.

3. The State may terminate the contract, in whole or in part, immediately for the following reasons:

a. if directed to do so by statute,

b. Vendor has made an assignment for the benefit of creditors, has admitted in writing its inability to pay debts as they mature, or has ceased operating in the normal course of business,

c. a trustee or receiver of the Vendor or of any substantial part of the Vendor’s assets has been appointed by a court,

d. fraud,…