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SERVICE PURCHASE CONTRACT 1I F.

iSSUING MEMR/OfFICER & ADDRESS

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CONTRACTOR NAME & ADDRESS

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Senate of Pennsylvania Citizen Dialog. LLC
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Michelle A. Brown, Majority Staff Administrator lOSS. Columbus Sbtei
Room 292, Stale Capitol 8uilding Alexandria, VA 22314 2517010101A
Harrisburg, PA 17120-3025

Conifl P ‘°“
Mthde A. Brown LaiTy Tdford
A’ P
Piiwie 717-757.7064 Fax. Poole 703-684-1957 51 22
FTFECIVE DA’T EWIRATIDIJ DATE.
0110112017 12131(2019

SERVICES SPECiFIED iDnalbe and MM teli’, a cnnieiom. Use mid rdeance edwile,t, N necnwy) Quantity Unit Ptfl Total Price

Provide Town Hall nteraive telecommunication meetAngs and Auto-Cial Announcements in accordance
$250,000.00
with Aflad,meeit B Incorporated and made part thereof.

TWa
ohc&.-kh: $250,000.00

In compliance with the contract terms, conditions, and specifications, die undersigned, on behalf of the Contnttor, which Intends
to be legally
bound hereby, offers and agrees, to provide the specified services at the pdces) set forth above at the time(s and point(s)
specified. In
addition to this document and Attachment A (standard contract Terms and Conditions for Services), additional tens and conditions
may be
referenced and made a pad hereof as attachments.

— Contractor Signatures (In Ink) —

ria4jer:I / (ce P,egen /Monoaef / Pcflne(C—ne Dote Lrflfl3le Seaelsy I’inue
name. ana crrle Ital
Dale
rgnoekYw eon bet” nl name and crab bIb)

EZ3Ncr L 2
Larry Telford Senior Vice President
I
SenatecfPennsvlvaniaApprovalrv
Approved as to Legislative Purpose

.4ytJo ,zjzzIsI.
Michelle A. Bmwn, Majority Staff Adniinist,athr
Approved as to Fiscal Responsibility & Availability of Funds Approved as to Form and Legality
Chief Clark C fle,s nee inn hek,w S Ixnt narnel Dale Senobe Atlar,c

arGt&yu&6LLw*i I/p/I J. Md 3 .A—

.;‘..‘ .rDrnDtun Esq. Counsol to the President Pm Tempore

Print and sign two originals —

OContractcr ><Senntc
 C C

Attachment A to $PC # 251 70101 OIA

Standard Contract Terms And Conditions For Services

1. TERM OF CONTRACT
The term of the Contract shall commence on the Effective Date (as defined below) and shall end on the Etpiratlon Date
identified in the Contract, subject to the other provisions of the Contract. The Effective Date shall be fixed by the Contracting Member
or Officer after the Contract has been fully executed by the Contractor and by the Senate of Pennsylvania and all approvals required
by Senate of Pennsylvania contracting procedures has been obtained. The Contract shall not be a legally binding contract until after
the Effective Date.

2. INDEpENDENT CONTRACTOR
In performing the services required by the Contract, the Contractor will act as an independent contractor arid not as an
employee or agent of the Senate of Pennsylvania. Under Pennsylvania law independent contractors are not eligible for benefits under
the Workers Compensation Act (PA Act 33B of 1915) and the Unemployment Compensation Law (PA Act 1 of Special Session 2 of
1936).

3. COMPLIANCE WITh LAWS

The Contractor shall comply with all applicable federal and state laws and regulations and local ordinances in the performance
oldie Contract.
The Pennsylvania Ethics Act. 65 Pa. CS. Chapter 11, prohibits the use of the authority of public office ot employment, or any
confidential information received through the public office or employment. for the private financial benefit of the public olhcial or
employee, a member of their immediate family, or a business with which the official, employee or a member of their immediate family
Is associated. This contract is executed In furtherance of 5enale duties.
The Pennsylvania Right To Know Law (PA Act 3 of 2008) requires the Senate to disclose the details of any contract in excess of
$5,000 along with a copy of the contract to the Pennsylvania Treasury for posting on an internet web page available to the general
publIc The act allows for redaction of information considered to be privileged or proprietary. The Contractor agrees to notify the
Senate of Pennsylvania, no later than the execution date of this contract, of any Information the Contractor considers to be privileged
or proprietary and subject to redaction Such notIce shall be in writing and sent to the Senate Open Records Officer at Room 89,
Capitol Fast Wing, Harrisburg, PA 17120.3052. with a copy to the Issuing Member or Officer at the address contained herein. Such
notice shall include a detailed listing of the information to be redacted and the reason(s) for the redaction.

4. COMPENSATIONIEXPENSES
The Contractor shall be required to perform the specified services at the price(s) quoted in the Contract. All services shall be
performed within the time period(s) specified in the Contract. The Contractor shall be compensated only for work performed to the
satisfaction of the Senate of Pennsylvania. The Contractor shall not be allowed or paid travel or per diem expenses except as
specifically set forth in the Contract.

S. INVOICES
The Contractor shall send an itemized Invoice to the address referenced on the Service Purchase Contract form promptly after
services are satisfactorily completed. The invoice should indude only amounts due under the Contract. The Service Purchase
Contract number must be included on all invoices. In addition, the Senate of Pennsylvania shall have the right to require the
Contractor to prepare arid submit a ‘Work In Progress’ sheet that contains, at a minimum, the tasks performed, number of hours,
hourly rate.

6. TAXES
The Senate of Pennsylvania is exempt from all excise taxes imposed by the Internal Revenue Service and has accordingly
registered with the Internal Revenue Service to make excise tax-free purchase, under Registration No. 237400Q1-K. No exemption
certificates are required and none will be issued. The Senate of Pennsylvania is also exempt from Pennsylvania sales tax, local sates tax.
public transportation assistance taxes and fees and vehicle rental tax. The Department of Revenue regulations provide that
exemption certificates are not required for sales made to governmental entities and none wifl be issued.
7. PATENT, COPYRJOHT, AND TRADEMARK INDEMNITY
The Contractor warrants that It is the sole owner or author of. or has entered into a suitable legal agreement concerning either:

a) the design of any product or process provided or used in the performance ot the Contract which is covered by a patent,
copyright or trademark registration or other right duly authorized by state or federal law or
b) any ropyrighted mane, in any report document or other material provided to the Senate of Pennsylvania under the contract.
Attachment A page 1
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The Contractor shall defend any suit or proceeding brought against the Senate of Pennsylvania on account of any alleged
patent. copyright or trademark infringement in the United States of any of the products provided or used in the performance of the
Contract. This is upon condition that the Senate of Pennsylvania shall provide prompt notification in writing of such suit or
proceeding; full right, authorization and opportunity to conduct the defense thereof and full information and all reasonable
cooperation for the defense of same As principles of governmental or public law are involved, the Semite of Pennsylvania may
participate in or choose to conduct, in Its sole discretion, the defense of any such anion If information and assistance are furnished by
the Senate of Pennsylvania at the Contractors written request, it shall be at the Contractors expense, but the responsibility for such
expenses shall be onlythat within the Contractors written authorization
The Contractor shall indemnify and hold the Senate of Pennsylvania harmless from all damages, costs, and expenses, including
attorney’s fees that the Contractor or the Senate of Pennsylvania may pay or incur by reason of any infringement or violation of the
rights occurring toady holder of copyright, trademark, or patent interests and rights in any products provided or used in the
performance of the Contract.

8. OWNERSHIP RIGHTS
The Senate of Pennsylvania shall have unrestricted authority to reproduce, distribute, and use any submitted report, data, or
material, and any software or modifications and any associated documentation that is designed or developed and delivered to the
Senate of Pennsylvania as pan of the performance of the Contract

9. HOLD HARMLESS PROVISION

The Contractor shall hold the Senate of Pennsylvania harmless from and indemnify the Senate of Pennsylvania against any and
all claims, demands and actions based upon or arising out of any activities performed by the Contractor and its employees and agents
under this Contract and shall, at the request of the Senate of Pennsylvania, defend any and all anions brought against the Senate of
Pennsylvania based upon any such claims or demands.

10. DEFAULT

a. The Senate of Pennsylvania may. subject to the provisions of Paragraph 11, Force Majeure, and in addition to its other rights
under the Contract, declare the Contractor in default by written notice thereof to the Contractor, and terminate (as provided in
Paragraph 12. Termination Provisions) the whole or any pan of this Contract for any of the following reasons
1) Failure to begin work within the Lime speciFied in the Contract or as otherwise specified;
2) Failure to perform the work with sufficient labor, equipment, or material to insure the completion of the specified work
in accordance with the Contract terms;

3) Unsatisfanoryperformance of the work;

4) Discontinuance of work without approval;
5) Failure to resume work which has been discontinued, within a reasonable time after notice to do so;
6) Insolvency or bankruptcy;
7) Assignment made far the benefit of creditors,
8) Failure to protect, to repair, or to make good any damage or injury to property; or
9) Breach of any provision of this Contract
b) The rights and remedies of the Senate of Pennsylvania provided in this paragraph shall not be exclusive and are in addition
to any other rights and remedies provided by law or under this Contract.
c) The Senate of Pennsylvania’s failure to exercise any rights or remedies provided in this paragraph shall not be construed to be
a waiver by the Senate of Pennsylvania of its rights and remedies in regard to the event of default or any succeeding event of
default,
11. FORCE MAJEURE
Neither party will incur any liability to the other if its performance of any obligation under this Contract is prevented or delayed
by causes beyond its control and without the fault or negligence of either party. Causes beyond a part/s control may include, but
aren’t limited to. acts of God or war, changes in controlling law, regulations, orders or the requirements of any governmental entity,
severe weather conditions, civil disorders, natural disasters, fire, epidemics and quarantines, general strikes throughout the trade, and
freight embargoes.

Attachment A page 2
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The Contractor shall notify the Senate of Pennsylvania orally within five(S) days and in writing within ten (10) days of the date
or’ which the Contractor becomes aware, or should have reasonably become aware, that such cause would prevent or delay its
performance. Such notification shall (i) describe fully such cause(s) and its effect on performance. (ii) state whether performance under
the contract is prevented or delayed and (iii) if performance is delayed, state a reasonable estimate of the duration of the delay. The
Contractor shall have the border, of proving that such cause(s) delayed or prevented its performance despite its diligent efforts to
perform and shall produce such supporting documentation as the Senate of Pennsylvania may reasonably request After receipt of
such notification, the Senate of Pennsylvania may elect either to cancel the Contract or to e,ctend the time for performance as
reasonably necessary to compensate for the Contractor’s delay.
In the event of a declared emergency by competent governmental authorities, the Senate of Pennsylvania by notice to the
Contractor, may suspend all or a portion of the Contract

12. TERMINATION PROVISIONS

The Setiate of Pennsylvania has the right to terminate this Contract for any of the following reasons. Termination shall be
effective upon written notice to the Contractor.
a) Termination for Convenience: The Senate of Pennsylvania shall have the right to terminate the Contract for its convenience if
the Senate of PennsylvanIa determines terntination to be In Its best interest, The Contractor shall be paid for work satisfactorily
completed prior ro the effective date of the termination, but it, no event shall the Contractor be entitled to recover loss of
profits.
b) Non-Appropriation. The Senate of Pennsylvania’s obligation to make payments during any Senate of Pennsylvania fiscal year
succeeding the current fiscal year shall be subject to availability and appropriation of funds. When funds (state and/or federal)
are not appropriated or otherwise made available to support continuation of performance In a subsequent fiscal year period,
the Senate of Pennsylvania shall have the right to terminate the contract. The contractor shall be reimbursed for the reasonable
value of any nonrecurring costs incurred but not amortized in the price of the supplies or services delivered under this tontract
Such reimbu,sement shall not indude loss of profit, loss of use of money, or administrative or overhead costs. The
reimbursement amount may be paid from any appropriations available for that purpose.
U Termination for Cause: The Senate of Pennsylvania shall have the right to terminate the Contract for Contractor default under
Paragraph 10, Default, upon written notice to the Contractor. The Senate of Pennsylvania shall also have the right, upon written
notice to the Contractor, to terminate the Contract for other cause as specified in this Contract or bylaw. If it is later determined
that the Senate of Pennsylvania erred in terminating the Contract for cause, then, at the Senate of Pennsylvania’s discretion, the
Contract shaU be deemed to have been terminated for convenience under the Subparagraph 1 2.a.

13. APPLICABLE LAW

This Contract shall be governed by and interpreled and enforced in accordance with the laws of the Commonwealth ol
Pennsylvania (without regard to any conflict of law provisions) and the decisions of the Pennsylvania courts. The Contractor consents
to the jurisdiction of any court of the Commonwealth of Pennsylvania and any federal court in Pennsylvania. waiving any claim or
defertse that such forum is not convenient or proper. The Contractor agrees that any such court shall have in personam jurisdiction
over it, and consents to service of process in any manner authorized by Pennsylvania law.

14. INTEGRATION
The Contract, including all referenced documents, constitutes the entire agreement between the parties. No agent,
representative, employee or officer of either the Senate of Pennsylvania or the Contractor has authority to make, or has made, any
statement, agreement or representation, oral or written, in connection with the Contract, which in any way can be deemed to modify,
add to or detract from, or otherwise change or alter its terms and conditions. No negotiations between the parties, nor any custom or
usage, shall be permitted to modify or contradict any of the terms and conditions of the Contract. No modifications, alterations,
ctianges, or waiver to the Contractor any of its terms shall be valid or binding unless accomplished by a written amendment signed
by both parties All such amendments will be made using the appropriate Senate of Pennsylvania form.

Attachment A page 3
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Agreement
This agreement sets forth the services to be provided to the Pennsylvania Senate Republican
Caucus an entity of the Senate of Pennsylvania, by Citizen Dialou, LLC and what is expected
in consideration of those services. The Pennsylvania Senate Republican Caucus is retaining
CITIZEN DIALOG, LLC to direct and execute for the PENNSYLVANIA SENATE
REPUBLICAN CAUCUS telephone town halls (TTH) on a project basis.

A. CITIZEN DIALOG, LLC responsibilities

CITIZEN DIALOG, LLC agrees to the following:
I) To use its telephone town hall sothvare and technology to facilitate interactive
communications for the members of the PENNSYLVANIA SENATE REPUBLICAN
CAUCUS. Citizen Dialog makes no guarantees as to the reliability of telephone lines or
services and cannot mitigate acts of God that may interrupt service.
2) To be available for meetings, conference calls and consultation relating to its TFH
responsibilities when requested to recommend best practices and tactics to attain best
results for constituent communication.
3) To use its best efforts to comply with all relevant telecommunications and FCC law
governing telephone town halls.
4) To, if requested, acquire voter lists in designated districts. It is understood the lists will be
acquired on a best effort basis and CITIZEN DIALOG, LLC cannot be held liable for
accuracy of the lists.
5) Perform all its work as an independent contractor and Citizen Dialog is not an employee
of the PENNSYLVANIA SENATE REPUBLICAN CAUCUS.

B. PENNSYLVANIA SENATE REPUBLICAN CAUCUS responsibilities

In consideration of the services provided by CITIZEN DIALOG, LLC, the PENNSYLVANIA SENATE
REPUBLICAN CAUCUS agrees:

I) To make full payment for all work performed by CITIZEN DIALOG, LLC within a reasonable
period of time.
2) To designate two persons with the authority to authorize a YFH.
3) To assume responsibility for payment for all services rendered, once a project has been
completed.
4) To assume responsibility for the accuracy, completeness and propriety of the information and
material conveyed and directed in the TTI-1.
5) To indemnify, defend and hold harmless CITIZEN DIALOG, LLC, its officers, directors,
shareholders, employees, and agents to the extent permitted by law from and against all damages,
liability, and expenses of litigation which arise or result from the breach of this agreement. This provision
shall not be construed to limit the sovereign immunity of the Commonwealth, the Senate of Pennsylvania,
or the PENNSYLVANIA SENATE REPUBLICAN CAUCUS.
6) To provide information, facts and other relevant material sufficient to assist CITIZEN DIALOG,
LLC to execute its responsibilities.
7) To use best efforts to comply with relevant telecommunications and FCC law that governs these
communications. This shall include any relevant laws of the Commonwealth of Pennsylvania.

Attachment B
 0 0
C. Explanation of charges
Flat-rate pricing based on attempted calls. The following rates apply:

Set-up charize SO
Cancelation fee So
Voter file So

Phone-list size Price

lok-15k $1,850
15k-20k $1,995
20k-25k $2,075
25k-30k $2,290
30k-40k $2,750
40k-50k $3,090
50k-60k $3,475
60k-70k $3,895
70k 80k
- $4,350

CITIZEN DIALOG, LLC will not charge for the following:

• A set-up charge.
• A cancellation charge.
• One hour of telephone town hall time.
o EXCEPTION: A 25% surcharge for each portion of 15-minute increment over 1 hour
(rounded up) will be charged.
• Any call in to the 48 continental states
• A 45-second recorded message for live answerers and answering machines.
• A free unlimited touch-tone polling during call. Data will be saved for each respondent.
• Voice-mails during call and at end of call.
• Client-screening by client of incoming questioners.
• Purging of do-not-call requests.
• Removal of mobile phone numbers required by federal law.
• Free training of iTown Hall.
• A checklist so the client will be ready to go when the call begins.
• A complete report on who was contacted, who listened in, who asked a question, what question
they asked, what were each person’s polling responses.
o Data matched to the original address list for easy merging of follow-up letters.
• Use of a traditional hard-wired telephone system the most reliable that is available.
—

Also available for additional costs:

• Transfer, Facebook invites, SMS.

Attachment B
 OWN HALL
BY CITIZEN DIALOG LLC

Citizen Dialog Auto-dial Pricing and Features

Pricing

Length of message Price per connect

Up to 30 seconds 5 cents
3 1-45 seconds 6 cents
46-60 seconds 7 cents
Each additional part of 15 seconds I cent extra

The above includes:

• Free voter list with phone numbers

• Connect-charge based on a live answer or message left on answering machine. No
charge for busy, operator intercept (i.e., wrong number), fax, no answer/no machine, etc.
• Separate live and answering messages can be recorded.
• Client will record messages on atoll-free, call-in number.
Client-provided phone list should be in Excel, DBF or text formats.
• Free formatting of client-provided lists. No phone-list set up charges.
• Client-provided phone list needs area codes.
• Citizen Dialog phone-list scrubbing software will eliminate duplicate phone numbers,
phone numbers that are not 10 digits or have non-existent area codes, cell phone numbers
(if desired), and purge phone numbers on client-provided do-not-call lists (if provided).
• Client will provide Citizen Dialog its do-not-call list, if available, to be included in
scrubbing.
• Summary report of call results.
• Detailed report of call results, including what happened to each call (i.e., live, machine,
busy, etc.), polling results (if applicable), and transfer results (if applicable).
• If provided by client, address list will append detailed report, which would allow for easy
merging to create follow-up letters.
• Use of a traditional hard-wired telephone system the most reliably available.
—

• Minimum charge is S40.

Features for additional costs:

• Push-button touch-tone polling for those answering live.

o 5 cents per question answered or listened to.
• Transfer to another phone number for those answering live.
o 5 cents per minute per transfer. Typically totals $3 to $4 per 1,000 calls.
• Leaving voice-mail
a Free. (Included in polling charge)

Attachment B
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U. Cancellation
This agreement can be terminated at any time by written notice of either party. Termination
shall be effective in
15 days from the date of notice. In the event of termination, the PENNSYLVANIA SENATE
REPUBLICAN CAUCUS is liable for all work performed and for work-in-progress at the date
CITIZEN DIALOG, LLC receives notice of termination.

E. Jurisdiction
The parties agree that this agreement was entered into, and that CITIZEN DIALOG, LLC shall
render its services within, the Commonwealth of Pennsylvania. The parties further consent and
agree that the laws of the Commonwealth of Pennsylvania apply to this Agreement and that
any disputes hereunder shall be resolved in the courts of such Commonwealth with venue being
the courts of the County of Dauphin, Pennsylvania.

F. Agreement
This Agreement takes effect immediately upon signing and continues through December 31. 2019.

ClTIf(ALhc PENNSYLVANIA SENATE UBLICAN CAUCU

By: / ‘
p , By’Jt9dfjj iith
Larry Tel ford (date) Michelle Brown (date)
Senior Vice President Majority Staff Administrator

By:
4tLcenzo (L’
Chief Clerk of the Senate

By: IL
J. drew Crompton, Esq. (date)
unsel to the President Pro Tempore

Attachment B