MURIEL BOWSER MAYOR November 12, 2024 The Honorable Phil Mendelson Chairman, Council of the District of Columbia 1350 Pennsylvania Avenue NW, Suite 504 Washington, DC 20004 Dear Chairman Mendelson: Pursuant to section 451 of the District of Columbia Home Rule Act (D.C. Official Code § 1- 204.51) and section 202 of the Procurement Practices Reform Act of 2010 (D.C. Official Code § 2-352.02), enclosed for consideration and approval by the Council of the District of Columbia is proposed definitive Contract No. CW116910 with WSD Digital, LLC dba ReFrame Solutions in the amount of $1,488,358.08. The period of performance is from July 3, 2024, through July 2, 2025. Under the proposed contract, WSD Digital, LLC dba ReFrame Solutions will provide the Department of Licensing and Consumer Protection with a corporate registry system, including the migration of all existing data and documents from the current system, licenses, configuring, customizing, implementing, hosting, and on-going support. My administration is available to discuss any questions you may have regarding the proposed contract. In order to facilitate a response to any questions you may have, please have your staff contact Marc Scott, Chief Operating Officer, Office of Contracting and Procurement, at (202) 724- 8759. Sincerely, Muriel Bowser GOVERNMENT OF THE DISTRICT OF COLUMBIA Office of Contracting and Procurement Pursuant to section 202(c) of the Procurement Practices Reform Act of 2010, as amended, D.C. Official Code § 2-352.02(c), the following contract summary is provided: COUNCIL CONTRACT SUMMARY (Letter Contract) (A) Contract Number: CW116910 Proposed Contractor: WSD Digital, LLC dba ReFrame Solutions (“Reframe Solutions”) Contract Amount: $1,488,358.08 Unit and Method of Compensation: Fixed Unit Price Term of Contract: July 3, 2024, through July 2, 2025 Type of Contract: Firm Fixed Price Source Selection Method: Request for Proposal (B) For a contract containing option periods, the contract amount for the base period and for each option period. If the contract amount for one or more of the option periods differs from the amount for the base period, provide an explanation of the reason for the difference: Base Period Amount: $1,488,358.08 Option Period One Amount: $1,265,104.37 Explanation of difference from base period (if applicable): Continuation of implementation services. Option Period Two Amount: $891,812.32 Explanation of difference from base period (if applicable): Option period prices are for maintenance and support. Option Period Three Amount: $891,812.32 Explanation of difference from base period (if applicable): Option period prices are for maintenance and support. 1 Option Period Four Amount: $879,612.32 Explanation of difference from base period (if applicable): Option period prices are for maintenance and support. (C) The date on which the letter contract or emergency contract was executed: July 3, 2024 (D) The number of times the letter contract or emergency contract has been extended: None. (E) The value of the goods and services provided to date under the letter contract or emergency contract, including under each extension of the letter contract or emergency contract: NTE $372,090 (F) The goods or services to be provided, the methods of delivering goods or services, and any significant program changes reflected in the proposed contract: ReFrame Solutions shall replace the Department of Licensing and Consumer Protection’s (DLCP) current corporate registry system. (G) The selection process, including the number of offerors, the evaluation criteria, and the evaluation results, including price, technical or quality, and past performance components: The Office of Contracting and Procurement, on behalf of DLCP, issued a Request for Proposal on March 15, 2024, as an open market with a 35% CBE subcontracting requirement. The District received one proposal from ReFrame Solutions. ReFrame Solution’s proposal was evaluated based on the Solicitation evaluation criteria. Pursuant to 27 DCMR § 1632.1, Selection of Negotiation Process, on June 06, 2024, the Contracting Officer requested that ReFrame Solutions provide a Best and Final Offer (BAFO) to remediate the technical deficiencies in their proposal and provide better pricing. ReFrame Solutions submitted a BAFO response on June 07, 2024, that addressed all technical deficiencies. ReFrame Solutions provided a 3% discount on the pricing for the base and option years on June 7, 2024. The 2nd round of BAFO led to an additional 4% discount on the pricing for option two through four. ReFrame Solutions’ second BAFO price was determined fair and reasonable. The Contracting Officer awarded a letter contract on July 3, 2024, for 90 calendar days after determining that ReFrame Solutions proposal is the most advantageous to the District. 2 The District intends to definitize this Letter Contract within 90 calendar days from date of execution by the Contracting Officer, at which time this Letter Contract shall merge with the Definitized Contract. The total anticipated base period cost for the definitive contract is $1,488,358.08. (H) A description of any bid protest related to the award of the contract, including whether the protest was resolved through litigation, withdrawal of the protest by the protestor, or voluntary corrective action by the District. Include the identity of the protestor, the grounds alleged in the protest, and any deficiencies identified by the District as a result of the protest: None. (I) The background and qualifications of the proposed contractor, including its organization, financial stability, personnel, and performance on past or current government or private sector contracts with requirements similar to those of the proposed contract: ReFrame Solutions provides technology services for state and local governments, including corporate registry services. The leaders, managers, technical resources, subject matter experts, and support staff working for ReFrame Solutions have been in the corporate registry domain for over 20 years. ReFrame Solutions’ staff have successfully completed migration from cGov 360, including data migration and configurations, to a new Commercial off the Shelf solution. (J) A summary of the subcontracting plan required under section 2346 of the Small, Local, and Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended, D.C. Official Code § 2-218.01 et seq. (“Act”), including a certification that the subcontracting plan meets the minimum requirements of the Act and the dollar volume of the portion of the contract to be subcontracted, expressed both in total dollars and as a percentage of the total contract amount: ReFrame Solutions has submitted a subcontracting plan in accordance with D.C. Official Code § 2- 218.01 et seq. (the "Act"). The plan outlines the proposed subcontracting of 35% of the contract value to CBE. This plan complies with the minimum requirements of the Act. The 35 % of the contract amount to be paid to the CBE Subcontractor is $537,036.42. (K) Performance standards and the expected outcome of the proposed contract: ReFrame Solutions shall replace DLCP’s current corporate registry system. This shall include the migration of all existing data and documents from the current system, licenses, configuring, customizing, implementing, and hosting. (L) The amount and date of any expenditure of funds by the District pursuant to the contract prior to its submission to the Council for approval: None. 3 (M) A certification that the proposed contract is within the appropriated budget authority for the agency for the fiscal year and is consistent with the financial plan and budget adopted in accordance with D.C. Official Code §§ 47-392.01 and 47-392.02: The DLCP Agency Fiscal Officer certified that funding in the amount of $1,488,358.08 is available. (N) A certification that the contract is legally sufficient, including whether the proposed contractor has any pending legal claims against the District: The Office of the Attorney General has determined that the proposed definitized contract with ReFrame Solutions is legally sufficient and the contractor has no pending legal claim against the District. (O) A certification that the Citywide Clean Hands database indicates that the proposed contractor is current with its District taxes. If the Citywide Clean Hands Database indicates that the proposed contractor is not current with its District taxes, either: (1) a certification that the contractor has worked out and is current with a payment schedule approved by the District; or (2) a certification that the contractor will be current with its District taxes after the District recovers any outstanding debt as provided under D.C. Official Code § 2-353.01(b): The Citywide Clean Hands certification dated October 25, 2024, verifies the contractor’s compliance with District taxes. (P) A certification from the proposed contractor that it is current with its federal taxes, or has worked out and is current with a payment schedule approved by the federal government: The contractor has self-certified, via Bidders/Offerors certification form, that it is current with its federal taxes. (Q) The status of the proposed contractor as a certified local, small, or disadvantaged business enterprise as defined in the Small, Local, and Disadvantaged Business Enterprise Development and Assistance Act of 2005, as amended, D.C. Official Code § 2-218.01 et seq.: The contractor is not a District certified local, small, or disadvantaged business enterprise. (R) Other aspects of the proposed contract that the Chief Procurement Officer considers significant: None. (S) A statement indicating whether the proposed contractor is currently debarred from providing services or goods to the District or federal government, the dates of the debarment, and the reasons for debarment: 4 The contractor is not currently debarred from providing services to any government entity. The contractor does not appear as an excluded party on the District Excluded Parties List and the Federal Excluded Parties List. (T) Any determination and findings issued relating to the contract’s formation, including any determination and findings made under D.C. Official Code § 2-352.05 (privatization contracts): Determination and Findings for Contractor Responsibility Determination and Findings for Price Reasonableness (U) Where the contract, and any amendments or modifications, if executed, will be made available online: http://ocp.dc.gov (V) Where the original solicitation, and any amendments or modifications, will be made available online: http://ocp.dc.gov. 5 8987:84ÿ;ÿ458ÿ 47<4ÿ;ÿ=>😕 @;;<8ÿ;ÿ458ÿ58;ÿ,< =ÿ@;;<87 0010ÿ345ÿ6478849ÿ6 @;;<8ÿ;ÿABÿCÿD898>8ÿ 549ÿÿ113 ÿÿ !ÿ"#$ÿ"%"& ÿ*+ !'%%(")""(%& 6ÿ.8.AEF9ÿFF ,-./0ÿ112111343 ÿ EA-D6.-ÿG./8ÿ6A-ÿH10  8ÿ.0ÿ0450650 ./6@DÿAÿÿ131I620644 ÿ ÿ abcdefeagdbÿifÿajbgkÿlgkmn E ÿ78X748Cÿÿ458ÿ=8ÿ_ CÿZ48:9ÿ458ÿ?98ÿ78;878<8CÿC9C>=o844Zÿ5 ÿÿ>44C =?=4Zÿp45ÿ458ÿ 47<4ÿ;ÿ=>😕 ÿ@;;<8ÿ;ÿABÿCÿD898>8ÿ7ÿ458ÿ8X74:84ÿ;ÿ-:X=Z:84 6879<8[ÿE ÿ;ÿ458ÿC48ÿ?989ÿ458ÿC9C>=o844Zÿ5 ÿ<:X=8Cÿp45ÿÿC8ÿqÿ352439ÿÿ45878;78 45 ÿ874;<48ÿ;ÿ=8ÿ_ Cÿÿ >8C[ A.AF-ÿ35[ÿAEGEA.@/9ÿF.-/6./89ÿr-DY.A69ÿE66-66Y-/A69ÿE/ÿ,--6 _ErA-Dÿ4ÿ8-/-DEFÿF.-/6- 6st_ErA-Dÿ..[ÿF-E/ÿ_E/6ÿt-,@D-ÿD--.^./8ÿEÿF.-/6-ÿ@Dÿr-DY.A [[ÿ@-ÿqÿ35243ÿu113v qÿ35243ÿrD@_.t.A.@/ÿE8E./6Aÿ.66sE/-ÿ@,ÿF.-/6-ÿ@Dÿr-DY.A Q*L!SOÿJTÿUNKOÿVKWKR J!KLÿML$ÿMNNKÿKOÿPK!+KÿQO+KR!K Aÿ9=C48ÿ45 ÿ<874;<489ÿX=8 8ÿ9 4ÿYZAB[[9[ÿ@ÿ458ÿYZABÿÿ5:8X89ÿ<=<\ÿ458 ]^ =C48ÿÿ874;<48ÿ;ÿ=8ÿ_ C`ÿ5ZX87=\ÿ>C87ÿ458ÿ=8ÿ_ Cÿ8<4[ wwxwÿyz{ÿnz|}}zÿn~ÿn€z}ÿ~‚ƒxÿ~„{†‡zˆ†ÿmaÿ‚xx‚y‰Š{ˆ†}‹ÿŒ‚x‚ÿƒ‚yŽxy‰‘d„’“ma“‡ˆ” ÿ GOVERNMENT OF THE DISTRICT OF COLUMBIA OFFICE OF THE CHIEF FINANCIAL OFFICER ECONOMIC DEVELOPMENT AND REGULATION CLUSTER tok EG eis MEMORANDUM TO: Nancy Hapeman InterimChief Procurement Officer Office of Contracting and Procurement FROM: Rebecca A.Berry Rebecca A. ayprssyussyanaansen aro Ageney Fiscal Officer, DLCP Berry, AKO. DATE: October 28, 2024 SUBJECT: OCFO Certification of Funding~ Corporate Registry System - DLCP This memorandum serves as certification from the Office of the Chief Financial Officer that the Department of Licensing and Consumer Protection (DLCP) has sufficient funding available to procure services for their Corporate Registry System replacement from WSD Digital dba ReFrame Solutions — Contract No. CW116910 in the amountof$1,488,358.08 for FY 2025 Ifyou have any additional questions, please contact me at 202-880-7536. ce: Tiffany Crowe, Director, DLCP ce: Georgette Johnson, Supervisory Contract Liaison Specialist T1004"Steet, SW > Suite 450 +Washingion, DC20028 > Tel (202) 766-0130 + Fax: (02)442-9445 GOVERNMENT OF THE DISTRICT OF COLUMBIA Office of the Attorney General A TTORNEY G ENERAL BRIAN L. SCHWALB Commercial Division ME MO RANDU M TO: Sarina Loy Deputy Director Office of Policy and Legislative Affairs FROM: Robert Schildkraut Section Chief Government Contracts Section DATE: October 24, 2024 SUBJECT: Approval of Contract to Replace the Current Corporate Registry System, cGov 360 Contract Number: CW116910 Contractor: WSD Digital, LLC dba ReFrame Solutions Proposed Amount: $1,488,358.08 This is to Certify that this Office has reviewed the above-referenced Contract and that we have found it to be legally sufficient. If you have any questions in this regard, please do not hesitate to call me at (202) 724-4018. ______________________________ Robert Schildkraut 400 6th Street NW, Suite 9100, Washington, DC 20001 (202) 727-3400 GOVERNMENT OF THE DISTRICT OF COLUMBIA Office of Contracting and Procurement July 2nd, 2024 Anand Balasubramanian CEO WSD Digital, LLC dba ReFrame Solutions 2 Waterside Crossing, Suite 301 Windsor, CT, 06095 Subject: Letter Contract No. CW116910 Caption: Solicitation No. Doc704526 - Corporate Registry System Mr. Amato, 1. This is a Letter Contract between the District of Columbia Office of Contracting and Procurement (OCP), on behalf of the Department of Licensing and Consumer Protection (DLCP) and WSD Digital, LLC dba ReFrame Solutions, referred to as the Contractor, wherein the Contractor agrees to provide Corporate Registry System. 2. This is a Firm fixed-price contract. 3. The District intends to definitize this Letter Contract within 90 calendar days from date of execution by the Contracting Officer, at which time this Letter Contract shall merge with the Definitized Contract. Before the expiration of 90 calendar days, the Contracting Officer may authorize an additional period in accordance with District of Columbia Municipal Regulations Title 27, Section 2425.8. The total not-to- exceed value of this Letter Contract is $372,090. The total anticipated base period cost for the definitive contract is $1,488,358.08. 4. If the District does not definitize this letter contract within 90 calendar days from the date of execution, or any extensions thereof, this letter contract shall expire. In the event of expiration of this letter contract, the District shall pay the Contractor for services performed for a not-to-exceed amount of $372,090. The duration of the base period of the definitized contract shall be from the date of this Letter Contract through July 02, 2025. 5. The maximum liability to the District to pay the Contractor for the services performed under this Letter Contract shall not exceed $372,090. In no event shall the amount paid under this Letter Contract, or any additional period thereof, exceed 50% of the definitized contract base period amount. Letter Contract No. CW116910 6. The Contractor shall perform under this Letter Contract pursuant to the terms of the following documents, which are hereby incorporated by reference and made a part of this Letter Contract. In the event of a conflict among the incorporated documents, the conflict shall be resolved by giving precedence to the documents in the order listed below. The District contractual document and standard contract provisions supersede all other contractual requests. a) This Letter Contract. b) The solicitation No. Doc704526. c) BAFO Proposal. d) Proposal dated April 5, 2024. Agreed to by : Contractor District of Columbia Office of Contracting and Procurement By: _________________________ By: _________________________ Anand Balasubramanian Name: ______________________ Name: Samira Davis CEO Title: ________________________ Title: Contracting Officer 07/03/2024 Date: ________________________ Date: _______________________ 2 GOVERNMENT OF THE DISTRICT OF COLUMBIA Office of Contracting and Procurement kkk ae eS