Request for Proposal For Non-Profit Financial & Constituent Management Systems RFP #M1145-F

Transcription

1 SLCSD Purchasing Department 440 E 100 S, Room 118 Salt Lake City, Utah (801) Fax (801) Request for Proposal For Non-Profit Financial & Constituent Management Systems RFP #M1145-F Due December 10, 2009, 2 p.m. Gregory Maynard Purchasing Supervisor The Salt Lake City School District does not discriminate on the basis of age, color, disability, national origin, pregnancy, race, religion, or sex. Inquiries may be directed to the Advocacy & Equity Dept. 440 E 100 S, SLC, UT 84111, (801) or the Office of Civil Rights, Denver, CO, (303)

2 TABLE OF CONTENTS SECTION 1 - PURPOSE OF RFP 1.01 Purpose Pg Background Pg 3 SECTION 2 - GENERAL INFORMATION 2.01 Administrative Guidance Pg Issuing Office and RFP Reference Number Pg Response Date Pg 3 ` 2.04 Inquiries Pg Important Dates Pg Oral Presentations Pg Gratuities Pg Award of the Contract Pg Contract Period and Effective Date Pg News Releases Pg Protected Information Pg Notices Pg Incurring Costs Pg Addendum to RFP Pg Authorized Firm Representatives Pg Remedies Pg Compliance Pg Acceptance of Service Rendered Pg State and Local Taxes Pg Anti-Collusion Pg Indemnification Pg Insurance Pg Restrictions Pg Right to Reject Pg References Pg 6 SECTION 3 - SPECIFICATIONS 3.01 Scope Pg Minimum Requirements Pg 8 SECTION 4 - RFP RESPONSE OUTLINE 4.01 RFP Response Outline Pg 8 A. Vendor History & Capabilities Pg 8 B. System Specifications and Support Pg 8 C. Cost Pg 8 D. Financial Questionnaire Pg 8 The Salt Lake City School District does not discriminate on the basis of age, color, disability, national origin, pregnancy, race, religion, or sex. Inquiries may be directed to the Advocacy & Equity Dept. 440 E 100 S, SLC, UT 84111, (801) or the Office of Civil Rights, Denver, CO, (303)

3 E. Constituent Questionnaire Pg 8 SECTION 5 - RFP EVALUATION 5.01 RFP Evaluation Criteria Pg Evaluation Salt Lake City School District Pg 8 CERTIFICATION OF PROPOSAL Pg 9 Proposal Instruction and General Provisions Pg 10 ATTACHMENT A SLCSD Standard Terms and Conditions Pg 13 ATTACHMENT B - Vendor History and Capabilities Pg 17 ATTACHMENT C - System Technical Specifications and Costs Pg 18 ATTACHMENT D COST Pg 19 ATTACHMENT E NON-PROFIT FINANCIAL MANAGEMENT QUESTIONNAIRE Pg 20 ATTACHMENT F CONSTITUENT MANAGEMENT QUESTIONNAIRE Pg 31 2

4 SECTION 1 - PURPOSE OF RFP 1.01 Purpose. The Salt Lake City School District s Salt Lake Education Foundation is seeking to replace its existing management software which does not meet the current needs. They are seeking to acquire software tools necessary to build capacity. They have identified the need for a constituent management system which will integrate seamlessly with a non-profit financial management system Background. Salt Lake City is the most diverse city in the state with over eighty (80) languages and dialects. The boundaries of the school district are contiguous with those of the city making it truly urban. With this urban diversity, comes a significant set of socioeconomic challenges. Within certain neighborhoods of the district over 90 percent of the students live in poverty. As a result, half of our school are Title I schools. In 1990, the school district founded The Salt Lake Education Foundation in order to seek funds and in-kind donations from businesses, individuals, corporations, civic groups, agencies and foundations. The foundation accepts donations restricted to certain schools or programs and unrestricted donations. One hundred percent of donations go to the designated project. We are dedicated to strengthening the educational opportunities of students in the district. We seek funding and offer program support to a variety of initiatives that address the needs of the whole child, for we believe a child cannot learn if his or her basic needs are not met. SECTION 2 - GENERAL INFORMATION 2.01 Administrative Guidance. The information provided herein is intended to assist suppliers in the preparation of proposals necessary to properly respond to this RFP. The RFP is designed to provide interested suppliers with sufficient basic information to submit proposals meeting minimum requirements, but is not intended to limit a proposal s content or to exclude any relevant or essential data there from. Suppliers are at liberty and are encouraged to expand upon the specifications to evidence service capability under any proposal Issuing office and RFP Reference Number. The Purchasing Department is the issuing office for this RFP and all subsequent addenda relating to it. The reference number for the transaction is M1145-F. This number must be referred to on all proposals, correspondence, and documentation relating to the RFP Response Date. In order to be considered for selection, your proposal must be received in the Purchasing Office (440 E 100 S, Salt Lake City, Utah 84111) no later than 2 p.m. current Mountain Time on 10 December, Paper copies (one (1) original, plus three (3) copies) will be accepted. Any proposal in route, 3

5 either in the mail or other locations on the campus will not be considered timely and will be returned unopened. Proposals received after this deadline will be late and ineligible for consideration. Following the deadline, the names of those responding to the RFP will be made public. All other information will remain confidential, as provided by law (please see section 2.14 hereof) Inquiries. All inquiries or requests for clarification or interpretation arising subsequent to the issuance of this RFP, that could have a significant impact on the responses to the RFP, should be submitted electronically via greg.maynard@slc.k12.ut.us or heather.levan@slc.k12.ut.us Questions and answers will be consolidated and made available to all suppliers on record as having received this RFP. All inquiries must be received by (no later than 1:00 p.m. current Mountain Time on 4 December, 2009.) 2.05 Important Dates. The following are important dates to this RFP. Dated and Issued 24 Nov, 2009 Inquiry Questions Due 04 Dec, 2009 Proposal Response Date 10 Dec, Oral Presentation. An oral presentation by a firm to supplement the RFP may be required. These presentations will be scheduled, if required, by the Purchasing Department subsequent to the receipt of the RFP and prior to the award of any contract Gratuities. By written notice to the firm(s), the School District may disqualify from consideration or cancel any subsequent contract if it is found by the School District that gratuities, in the form of entertainment, gifts, or otherwise were offered or given by the firm, or any agent or representative of the firm, to any officer or employee of the School District with the intent to secure this contract or secure favorable treatment with respect to the awarding or amending of this contract Award of the Contract. The Purchasing Department is the only agency authorized to award a contract for the proposed services. All pertinent School District policies and State of Utah purchasing codes and State procurement policies and procedures apply Contract Period and Effective Date. The contract period will be from date of award following School Board approval through date of installation final approval by the Salt Lake Education Foundation 2.10 News Releases. News releases pertaining to the RFP, any proposal or the 4

6 contract will be made only by the School District Protected Information. State procurement rules as well as the Government Records Access and Management Act, Section et seq., Utah Code Ann. (1953), as amended ("GRAMA") provides that information in the successful proposal(s) submitted may be open for public inspection after the contract has been awarded. If a firm desires to have certain proprietary information contained in its proposal(s) protected from such disclosure, the firm may request that the School District consider such treatment by providing a "written claim of business confidentiality and a concise statement of reasons supporting the claim of business confidentiality" with the proposal (GRAMA, Section ). Pricing elements of any proposal will not be considered protected. All material contained in and/or submitted with the proposal becomes the property of the School District and may be returned only at the School District s option Notices. The firm must specify the name, title and address of the person to whom all correspondence regarding any contract awarded as a result of this RFP should be directed (including amendments to the contract). All amendments must be in writing and signed by both parties Incurring Costs. The School District will not be liable for any cost which firms may incur in the preparation or presentation of their RFP s. RFP s should be concise, straightforward and prepared simply and economically. Expensive displays, bindings or promotional materials are neither desired nor required. However, there is no intent within these instructions to limit the RFP s content or to exclude any relevant or essential data there from Addendum to RFP. In the event that it becomes necessary to revise this RFP in whole or in part, an addendum will be provided to all firms on record as having received this RFP Authorized Firm Representatives. The RFP will list the name, title, office address, telephone number, and fax number of the person(s) authorized to represent the firm regarding this RFP. The School District reserves the right to negotiate a change in the individual assigned to represent the firm awarded this contact if the assigned representative is not supplying the needs of the School District appropriately. The right shall carry forward through the response period and during the term of the contract Remedies. The laws of the State of Utah shall apply in all disputes arising out of this RFP, without regard to choice. State of Utah law rules Compliance. The firm hereby agrees to abide with all applicable federal, state, 5

7 county and city laws and regulations and to be responsible for obtaining and/or possessing any and all permits and licenses that may be required Acceptance of Services Rendered. The School District, through its designated agents and representatives, will be the sole determining judge of whether services rendered under the contract satisfy the requirements as identified in the contract State and Local Taxes. The School District is exempt from sales and excise taxes. Exemption certification information appears on all purchase orders issued by the School District and such taxes will not apply unless otherwise noted Anti-Collusion. The submittal of a proposal constitutes agreement that the firm has not divulged its proposal to firms, nor has the firm colluded with any other firms or parties to a proposal what-so-ever Indemnification. The firm shall hold harmless, defend and indemnify the Purchasing Department, Salt Lake City School District, Salt Lake Education Foundation and its respective officers, employees, and agents from and against any and all claims, losses, causes of action, judgments, damages and expenses including, but not limited to attorney s fees because of bodily injury, sickness, disease or death, or injury to or destruction of tangible property or any other injury or damage resulting from or arising out of (a) performance of this contract, or (b) any act, error, or omission on the part of the firm, or its agents, employees, or subcontractors Insurance. If applicable, the firm shall maintain, during the term of any resulting contract, comprehensive General, Contractual, Professional and Errors and Omissions (E&O) Liability Insurance and Employee Dishonesty bonding coverage or such coverage s as required by Federal, State, and local laws governing the services described herein. Proposers shall also maintain all employee-related insurances, in the statutory amounts, such as unemployment compensation, worker s compensation, and employer s liability, for its employees involved in performing services pursuant to any resulting underwriting contract Restrictions. RFP s responses must clearly set forth any restrictions or provisions deemed necessary by the firm to effectively service the proposed contract Right to Reject. The School District reserves the right to reject in whole or in part any or all RFP s and to waive any informality or technicality in any RFP in the interest of the School District. Subsequent procurement, if any, will be in accordance with Salt Lake City School District contractual action. Non-compliance with the conditions of this RFP may result in disqualification of the offending firm 2.25 References. Please provide the institutional name, the person to contact, their 6

8 phone number and the number of years using your software solutions for three clients within the past three years. At least one of these references should come from a public school district foundation Scope. SECTION 3 - SPECIFICATIONS The current constituent management system has limitations that are prohibiting the growth of the foundation. As well, the current accounting system does not integrate with the constituent management system. As a result, extensive staff time has been wasted making duplicate entries. In order to build their capacity, they feel the optimal solution would be a system that can address the following needs: CONSTITUENT MANAGEMENT Relationship cultivation Contact management Diversify fundraising methods Event management Grants and major gifts management Extensive data analysis Ability to house 150,000+ records Internet marketing capability Online training Seamless integration with the non-profit financial management system Hosting applications (Internet accessible) NON-PROFIT FINANCIAL MANAGEMENT Comprehensive reporting Quality control Timely and extensive data analysis Internal controls Pooled asset management Online training Seamless integration with the constituent management system Hosting applications (Internet accessible) 7

9 3.02 Minimum Requirements. In order to be considered, all responses must include the following: A. Both a constituent and non-profit financial management solutions which seamlessly interface with each other. B. Hosting applications capable of storing and securing the data. SECTION 4 - RFP RESPONSE OUTLINE 4.01 RFP Response Outline. RFP s must be concise and in outline format. Pertinent supplemental information should be referenced and included as attachments. All RFP s must be organized and tabbed to comply with the following sections: A. Vendor History & Capabilities (See Attachment B) 1. Financial Statements 2. Reference Listing (See Section 2.25) B. System Specifications and Support (See Attachment C) C. Costs (See Attachment D) D. Financial Management Questionnaire (See Attachment E) E. Constituent Management Questionnaire (See Attachment F) SECTION 5 - PROPOSAL EVALUATION 5.01 Proposal Evaluation Criteria. The criteria to be used by the Selection Committee to evaluate the RFP are the specific and concise information relating History & Capabilities 10% System Specifications and Support 10% Cost 30% Financial Management Questionnaire 25% Constituent Management Questionnaire 25% 5.02 Evaluation. Upon the conclusion of an initial evaluation phase, firms may be selected for detailed review and evaluation, including oral presentations if required. The School District reserves the right to be the sole judge as to the overall acceptability of any proposal or to judge the individual merits of specific provisions within competing offers. Upon completion of the evaluation process, all firms will be notified in writing of The Selection Committee s decision. 8

10 CERTIFICATION OF PROPOSAL We have read the Salt Lake City School District Request for Proposal and fully understand its intent. We certify that we have adequate personnel and resources to fulfill the proposal requirements. We further understand that our ability to meet the criteria and provide the required services shall be judged solely by the Salt Lake City School District. We further certify that, since the receipt of this RFP, no contact, discussion, or negotiation have been made nor will be made regarding this proposal with any Salt Lake City School District, Salt Lake Education foundation employee or board member other than the listed contact people in the RFP. We understand that any such contact could disqualify this proposal. We further certify that we are properly licensed to conduct business within the scope of this RFP, in the State of Utah. We certify that all schedules and addenda contained herein shall be considered part of the entire RFP response and that the complete document submitted shall be considered a legally binding document. Submitted by: Firm Name: Authorized Signature: Name and Title: Telephone #: Date: 9

11 Instructions & General Provisions Sheet. 1. RFP PREPARATION: (a) All prices and notations must be in ink or typewritten. (b) Price each item separately. Unit price shall be shown and a total price entered for each item proposal. (c) Unit price will govern if there is an error in the extension. (d) Delivery time is critical and must be adhered to as proposal. (e) Wherever in this document an item is defined by using a trade name of a manufacturer and/or model number, it is intended that the words or approved equal apply. Or approved equal means any other brand that is equal in use, quality, economy and performance to the brand listed. If the vender lists a trade name and/or catalog number in the proposal, the Department will assume the item meets the specifications unless the proposal clearly states or is an alternate, and describes specifically how it differs from the item specified. MULTIPLE OR ALTERNATE PROPOSALS WILL NOT BE ACCEPTED UNLESS SO STATED IN THE SPECIFICATIONS. (f) By signing the proposal, the vender certifies that all of the information provided is accurate, and that the prices proposal are correct. (g) This proposal may not be withdrawn for a period of 60 days from proposal due date. 2. SUBMITTING THE PROPOSAL: (a) The proposal must be signed in ink, sealed in a properly addressed envelope and either mailed or delivered to the Salt Lake City School District, Purchasing Department, Room 118, 440 East, 100 South, Salt Lake City, Utah 84111, or as otherwise directed by the Due Date and Time. The Proposal Number and Due Date must appear on the outside of the envelope. (b)proposals, modifications, or corrections received after the closing time on the Due Date will be considered late and handled in accordance with the Utah Procurement Rules, section R (c) Your proposal will be considered only if it is submitted on the forms provided by the Department. Facsimile transmission of proposals to the Department will not be considered. (d) All prices quoted must be both F.O.B. Origin per paragraph 1.(c) and F.O.B. Destination. Additional charges including but not limited to delivery, drayage, express, parcel post, packing, cartage, insurance, license fees, permits, cost of bonds, or for any other purpose must be included in the proposal for consideration and approval by the Department. Upon award of the contract, the shipping terms will be F.O.B. Destination, Freight Prepaid with freight charges to be added to the invoice unless otherwise specified by the Department. (e) All purchases are subject to the Utah Procurement Code, Title 63G, Chapter 6 Utah Code Annotated 1953, as amended, and the Procurement Rules as adopted by the Utah State Procurement Policy Board (Utah Administrative Code Section R33), and The Salt Lake City School Board, Policy F FAILURE TO RESPOND: Failure to respond may result in the removal of your firm from the vender s list for the commodity(s) listed, unless you advise the Department in writing prior to the due date that you desire to receive future invitations to proposal on this commodity(s). Three consecutive no responses will automatically result in removal. 4. PROPRIETARY INFORMATION: Suppliers are required to mark any specific information contained in their proposal which is not to be disclosed to the public or used for purposes other than the evaluation of the proposal. Each request for nondisclosure must be accompanied by a specific justification explaining why the information is to be protected. Pricing and service elements of any proposal will not be considered proprietary. Proposals submitted may be reviewed and evaluated by any persons at the discretion of the School District. 5. BONDS: The SLCSD has the right to require a 5% proposal bond and/or a 100% payment/performance bond from the vender. 6. SAMPLES: Samples of item(s) specified in this proposal, when required by the Department, must be furnished free of charge to the Department. Any item not destroyed by tests may, upon request made at the time the sample is furnished, be returned at the vender s expense. 7. WARRANTY: The contractor/supplier agrees to warrant and assume responsibility for all products (including hardware, firmware, and/or software products) that it licenses, contracts, or sells to the School District under this contract for the period of one year, unless otherwise specified and mutually agreed upon elsewhere in this contract. The contractor (seller) acknowledges that all warranties granted to the buyer by the Uniform Commercial Code of the State of Utah applies to this contract. Product liability disclaimers and/or warranty disclaimers from the seller are not applicable to this contract unless otherwise specified and mutually agreed upon elsewhere in this contract. In general, the 10

12 contractor/supplier warrants that: (1) the product will do what the salesperson said it would do, (2) the product will live up to all specific claims that the manufacturer makes in their advertisements, (3) the product will be suitable for the ordinary purposes for which such product is used, (4) the product will be suitable for any special purposes that the School District has relied on the contractor s skill or judgment to consider when it advised the School District about the product, (5) the product has been properly designed and manufactured, and (6) the product is free of significant defects or unusual problems about which the School District has not been warned. Remedies available to the School District include the following: The contractor/seller will repair or replace (at no charge to the School District) the product whose nonconformance is discovered and made known to the contractor/seller in writing. If the repaired and/or replaced product proves to be inadequate, or fails of its essential purpose, the contractor/seller will refund the full amount of any payments that have been made. Nothing in this warranty will be construed to limit any rights or remedies the School District may otherwise have under this contract. 8. DEPARTMENT APPROVAL: Purchase orders placed or contracts written by the School District, as a result of this proposal, will not be legally binding without the written approval of the director of the Purchasing Department. 9. AMENDMENTS: It may be necessary to issue amendments to the original specifications or proposal documents. Venders are responsible to verify whether or not they have received the latest amendments. Also, the terms of the contract shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without the prior written approval of the Director of Purchasing. 10. AWARD OF CONTRACT: (a) The contract will be awarded with reasonable promptness, by written notice, to the lowest responsible vender that meets the specifications. Consideration will be given to the quality of the product(s) to be supplied, conformity to the specifications, the purpose for which required, delivery time required, discount terms and other criteria set forth in this invitation to proposal. (b) The proposals are opened publicly in the presence of one or more witnesses. The name of each vender, and the amount of the proposal is recorded. Each proposal and the record is open to public inspection. (c) The School District may accept any item or group of items, or overall low proposal, and has the right to cancel this invitation to proposal at any time prior to the award of contract. (d) The School District can reject any and all proposals, if the School District believes it would serve the best interest of the District. (e) Before or after the award of a contract, the School District has the right to inspect the vender's premises and all business records to determine the holder s ability to meet contract requirements. (f) The School District does not guarantee to make any purchase under the awarded contract(s). Estimated quantities are for proposal purposes only, and not to be interpreted as a guarantee to purchase any amount. 11. PROTEST PROCEDURES: A protest of a solicitation must be filed in writing with the Purchasing Department before the solicitation due date and time. A protest of the award shall be submitted in writing to the Purchasing Department within five working days after the aggrieved person knows or should have known of the facts giving rise thereto. The protest shall include: 1) Name, address, and phone number of the protestor; 2) The original signature of the protestor or its representative; 3) A detailed statement of the legal and factual grounds of protest including copies of any relevant documents; 4) The form of relief requested. 12. CANCELLATION: Unless otherwise stated in the special terms and conditions, any contract entered into as a result of this proposal may be canceled without cause by the School District upon 60 days written notice, prior to the effective date of cancellation. Cancellation may be in whole or in part. Cancellation of the contract due to Contractor default may be immediate. 13. ANTI-DISCRIMINATION ACT: The vender agrees to abide by the provisions of the Utah Anti-discrimination Act 34 Chapter 35, U.C.A. 1953, as amended, and Title VI and Title VII of the Civil Rights Act 1964 (42 USC 2000e), which prohibit discrimination against any employee or applicant for employment, or any applicant or recipient of service, on the basis of race, religion, color, or national origin; and further agrees to abide by Executive Order No , as amended, which prohibits discrimination on the basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age, and Section 504 of the Rehabilitation Act of 1973 or the Americans with Disability Act of 1990, which prohibits discrimination on the basis of disabilities. Also vender agrees to abide by Utah s Executive Order, dated March 17, 1993, which prohibits sexual harassment in the workplace. Vendor must 11

13 include this provision in every subcontract or purchase order relating to purchases by the School District to insure that the subcontractors and vendors are bound by this provision. 14. REGULATORY COMPLIANCE: The contractor/seller represents and warrants that the goods or services furnished hereunder (including all labels, packaging and containers for said goods) comply with all applicable standards, rules and regulations in effect under requirements of all Federal, State and local laws, rules and regulations as applicable, including the Occupational Safety and Health Act as amended, with respect to design, construction, manufacture or use for their intended purpose of said goods and services. As applicable, the contractor/seller shall furnish Material Safety Data Sheets in compliance to all laws. 15. TAXES: The Salt Lake City School District is exempt from the payment of Federal Excise Taxes and State Sales Tax: STC 12

14 ATTACHMENT A: SLCSD STANDARD TERMS AND CONDITIONS 1. AUTHORITY: Provisions of this contract are pursuant to the authority set forth in 63G-6, Utah Code Annotated, 1953, as amended, Utah State Procurement Rules (Utah Administrative Code Section R33), and related statutes and Salt Lake City School District Board policies which permit the Salt Lake City School District (District) to purchase certain specified services, and other approved purchases for the District: Administrative Procedures Relating to Board Policy F2. 2. CONTRACT JURISDICTION, CHOICE OF LAW, AND VENUE: The provisions of this contract shall be governed by the laws of the State of Utah. The parties will submit to the jurisdiction of the courts of the State of Utah for any dispute arising out of this Contract or the breach thereof. Venue shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County. 3. LAWS AND REGULATIONS: The Contractor and any and all supplies, services and equipment furnished will comply fully with all applicable Federal and State laws and regulations. Said laws and regulations include, but are not limited to Equal Employment Opportunity laws, the Fair Labor Standards Act, Occupational Safety and Health Administration (OSHA) laws, Family Medical Leave Act (FMLA), the Americans with Disability Act (ADA), the Utah Anti-discrimination Act and the Utah Immigration Act. Any violation of applicable law shall constitute a breach of this contract and the Contractor shall hold the District harmless from any and all liability arising out of, or in connection with, said violation including any attorney s fees and costs incurred by the District as a result of such violation. 4. RECORDS ADMINISTRATION: The Contractor shall maintain, or supervise the maintenance of all records necessary to properly account for the payments made to the Contractor for costs authorized by this contract. These records shall be retained by the Contractor for at least four years after the contract terminates, or until all audits initiated within the four years, have been completed, whichever is later. The Contractor agrees to allow District, State and Federal auditors, and District Staff, access to all the records to this contract, for audit and inspection, and monitoring of services. Such access will be during normal business hours, or by appointment. 5. CERTIFY REGISTRATION AND USE OF EMPLOYMENT "STATUS VERIFICATION SYSTEM : The Status Verification System, also referred to as E-verify, only applies to contracts issued through a Request for Proposal process, and to sole sources that are included within a Request for Proposal. It does not apply to Invitation to Bids nor to the Multi-Step Process. 5.1 Status Verification System 1. Each offeror and each person signing on behalf of any offeror certifies as to its own entity, under penalty of perjury, that the named Contractor has registered and is participating in the Status Verification System to verify the work eligibility status of the contractor s new employees that are employed in the State of Utah in accordance with UCA Section 63G The Contractor shall require that the following provision be placed in each subcontract at every tier: The subcontractor shall certify to the main (prime or general) contractor by affidavit that the subcontractor has verified through the Status Verification System the employment status of each new employee of the respective subcontractor, all in accordance with Section 63G and to comply with all applicable employee status verification laws. Such affidavit must be provided prior to the notice to proceed for the subcontractor to perform the work. 3. The State will not consider a proposal for award, nor will it make any award where there has not been compliance with this Section. 4. Manually or electronically signing the Proposal is deemed the Contractor s certification of compliance with all provisions of this employment status verification certification required by all applicable status verification laws including UCA Section 63G Indemnity Clause for Status Verification System 1. Contractor (includes, but is not limited to any Contractor, Design Professional, Designer or Consultant) shall protect, indemnify and hold harmless, the State and its officers, employees, agents, representatives and anyone that the State may be liable for, against any claim, damages or liability arising out of or resulting from violations of the above Status Verification System Section whether violated by employees, agents, or contractors of the following: (a) Contractor; (b) Subcontractor at any tier; and/or (c) any entity or person for whom the Contractor or Subcontractor may be liable. 2. Notwithstanding Section 1. above, Design Professionals or Designers under direct contract with the State shall only be required to indemnify the State for a liability claim that arises out of the design professional's services, unless the liability claim arises from the Design Professional's negligent act, wrongful act, error or omission, or other liability imposed by law except that the design professional shall be required to indemnify the State in regard to subcontractors or sub-consultants at any tier that are under the direct or indirect control or responsibility of the Design Professional, and includes all independent contractors, agents, employees or anyone else for whom the 13

15 Design Professional may be liable at any tier. 5. CONFLICT OF INTEREST: Contractor represents that none of its officers or employees are officers or employees of the District, unless disclosure has been made in accordance with , Utah Code Annotated, 1953, as amended. 6. CONTRACTOR, AN INDEPENDENT CONTRACTOR: The Contractor shall be an independent contractor, and as such, shall have no authorization, express or implied, to bind the District to any agreements, settlements, liability, or understanding whatsoever, and agrees not to perform any acts as agent for the District, except as herein expressly set forth. Compensation stated herein shall be the total amount payable to the Contractor by the District. The Contractor shall be responsible for the payment of all income tax and social security amounts due as a result of payments received from the District for these contract services. Persons employed by the District and acting under the direction of the District shall not be deemed to be employees or agents of the Contractor. 7. INDEMNITY CLAUSE: The Contractor agrees to indemnify, save harmless, and release the District, and all its officers, agents, volunteers, and employees from and against any and all loss, damages, injury, liability, suits, and proceedings arising out of the performance of this contract which are caused in whole or in part by the negligence of the Contractor's officers, agents, volunteers, or employees, but not for claims arising from the District's sole negligence. 8. EQUAL OPPORTUNITY CLAUSE: The Contractor agrees to abide by the provisions of Title VI and VII of the Civil Rights Act of 1964 (42USC 2000e) which prohibits discrimination against any employee or applicant for employment or any applicant or recipient of services, on the basis of race, religion, color, or national origin; and further agrees to abide by Executive Order No , as amended, which prohibits discrimination on the basis of sex; 45 CFR 90 which prohibits discrimination on the basis of age; and Section 504 of the Rehabilitation Act of 1973, or the Americans with Disabilities Act of 1990 which prohibits discrimination on the basis of disabilities. Also, the Contractor agrees to abide by Utah's Executive Order, dated March 17, 1993, which prohibits sexual harassment in the work place. 9. SEPARABILITY CLAUSE: A declaration by any court, or any other binding legal source, that any provision of this contract is illegal and void shall not affect the legality and enforceability of any other provision of this contract, unless the provisions are mutually dependent. 10. RENEGOTIATION OR MODIFICATIONS: This contract may be amended, modified, or supplemented only by written amendment to the contract, executed by authorized persons of the parties hereto, and attached to the original signed copy of the contract. Automatic renewals will not apply to this contract. 11. DEBARMENT: The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract), by any governmental department or agency. If the Contractor cannot certify this statement, attach a written explanation for review by the District. The Contractor must notify the District Director of Purchasing within 30 days if debarred by any governmental entity during the Contract period. 13. TERMINATION: Unless otherwise stated in the Special Terms and Conditions, this contract may be terminated, with cause by either party, in advance of the specified termination date, upon written notice being given by the other party. The party in violation will be given ten (10) working days after notification to correct and cease the violations, after which the contract may be terminated for cause. This contract may be terminated without cause, in advance of the specified expiration date, by either party, upon 60 days prior written notice being given the other party. On termination of this contract, all accounts and payments will be processed according to the financial arrangements set forth herein for approved services rendered to date of termination. 14. NONAPPROPRIATION OF FUNDS: The Contractor acknowledges that the District cannot contract for the payment of funds not yet appropriated by the Utah State Legislature. If funding to the District is reduced due to an order by the Legislature or the Governor, or is required by State law, or if federal funding (when applicable) is not provided, the District may terminate this contract or proportionately reduce the services and purchase obligations and the amount due from the District upon 30 days written notice. In the case that funds are not appropriated or are reduced, the District will reimburse Contractor for products delivered or services performed through the date of cancellation or reduction, and the District will not be liable for any future commitments, penalties, or liquidated damages. 15. SALES TAX EXEMPTION: The District s sales and use tax exemption number is STC. The tangible personal property or services being purchased are being paid from District funds and used in the exercise of that entity s essential functions. If the items being purchased are construction materials, they will be converted into real property by employees of this government entity, unless otherwise stated in the contract. 14

16 16. WARRANTY: The contractor agrees to warrant and assume responsibility for all products (including hardware, firmware, and/or software products) that it licenses, contracts, or sells to the District under this contract for a period of one year, unless otherwise specified and mutually agreed upon elsewhere in this contract. The contractor (seller) acknowledges that all warranties granted to the buyer by the Uniform Commercial Code of the State of Utah apply to this contract. Product liability disclaimers and/or warranty disclaimers from the seller are not applicable to this contract unless otherwise specified and mutually agreed upon elsewhere in this contract. In general, the contractor warrants that: (1) the product will do what the salesperson said it would do, (2) the product will live up to all specific claims that the manufacturer makes in their advertisements, (3) the product will be suitable for the ordinary purposes for which such product is used, (4) the product will be suitable for any special purposes that the District has relied on the contractor s skill or judgment to consider when it advised the District about the product, (5) the product has been properly designed and manufactured, and (6) the product is free of significant defects or unusual problems about which the District has not been warned. Remedies available to the District include the following: The contractor will repair or replace (at no charge to the District) the product whose nonconformance is discovered and made known to the contractor in writing. If the repaired and/or replaced product proves to be inadequate, or fails of its essential purpose, the contractor will refund the full amount of any payments that have been made. Nothing in this warranty will be construed to limit any rights or remedies the District may otherwise have under this contract. 17. PUBLIC INFORMATION: Contractor agrees that the contract, related Sales Orders, and Invoices will be public documents, and may be available for distribution. Contractor gives the District express permission to make copies of the contract, related Sales Orders, and Invoices in accordance with the State of Utah Government Records Access and Management Act (GRAMA). Except for sections identified in writing and expressly approved by the District Purchasing Department, Contractor also agrees that the Contractor s response to the solicitation will be public document, and copies may be given to the public under GRAMA laws. The permission to make copies as noted will take precedence over any statements of confidentiality, proprietary information, copyright information, or similar notation. 18. DELIVERY: Unless otherwise specified in this contract, all deliveries will be F.O.B. destination with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage will remain with the Contractor until final inspection and acceptance when responsibility will pass to the District except as to latent defects, fraud & the Contractor's warranty obligations. 19. ORDERING AND INVOICING: All orders will be shipped promptly in accordance with the delivery schedule. The Contractor will promptly submit invoices (within 30 days of shipment or delivery of services) to the District. The District purchase order number shall be listed on all invoices, freight tickets, and correspondence relating to the contract order. The prices paid by the District will be those prices listed in the contract. The District has the right to adjust or return any invoice reflecting incorrect pricing. 20. PAYMENT: Payments are normally made within 30 days following the date the order is delivered or the date a correct invoice is received, whichever is later. All payments to the Contractor will be remitted by mail unless paid by the District s Purchasing Card (major credit card). 21. PATENTS, COPYRIGHTS, ETC.: The Contractor will release, indemnify and hold the District, its officers, agents and employees harmless from liability of any kind or nature, including the Contractor's use of any copyrighted or un-copyrighted composition, secret process, patented or un-patented invention, article or appliance furnished or used in the performance of this contract. 22. ASSIGNMENT/SUBCONTRACT: The Contractor will not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this contract, in whole or in part, without the prior written approval of the District. 23. DEFAULT AND REMEDIES: Any of the following events will constitute cause for the District to declare the Contractor in default of the contract: 1) nonperformance of contractual requirements; 2) A material breach of any term or condition of this contract. The District will issue a written notice of default providing a ten (10) day period in which the Contractor will have an opportunity to cure. Time allowed for cure will not diminish or eliminate the Contractor's liability for damages. If the default remains after the Contractor has been provided the opportunity to cure, the District may do one or more of the following: 1. Exercise any remedy provided by law; 2. Terminate this contract and any related contracts or portions thereof; 3. Impose liquidated damages, if liquidated damages are listed in the contract; 4. Suspend the Contractor from receiving future solicitations. 15

17 24. FORCE MAJEURE: Neither party to this contract will be held responsible for delay or default caused by fire, riot, acts of God and/or war which is beyond that party's reasonable control. The District may terminate this contract after determining such delay or default will reasonably prevent successful performance of the contract. 25. PROCUREMENT ETHICS: The Contractor understands that a person who is interested in any way in the sale of any supplies, services, construction, or insurance to the District is violating the law if the person gives or offers to give any compensation, gratuity, contribution, loan or reward, or any promise thereof to any person acting as a procurement officer on behalf of the District, or who in any official capacity participates in the procurement of such supplies, services, construction, or insurance, whether it is given for their own use or for the use or benefit of any other person or organization (63G , Utah Code Annotated, 1953, as amended). 26. CONFLICT OF TERMS: Contractor Terms and Conditions that apply must be in writing and attached to the contract. No other Terms and Conditions will apply to this contract including terms listed or referenced on a Contractor s website, terms listed in a Contractor quotation/sales order, etc. In the event of any conflict in the contract terms and conditions, the order of precedence shall be: 1. Attachment A: District Standard Terms and Conditions; 2. District Contract Signature Page(s); 3. District Additional Terms and Conditions; 4. Contractor Terms and Conditions. 27. ENTIRE AGREEMENT: This Agreement, including all Attachments, and documents incorporated hereunder, and the related District Solicitation constitute the entire agreement between the parties with respect to the subject matter, and supersedes any and all other prior and contemporaneous agreements and understandings between the parties,whether oral or written. The terms of this Agreement shall supersede any additional or conflicting terms or provisions that may be set forth or printed on the Contractor s work plans, cost estimate forms, receiving tickets, invoices, or any other related standard forms or documents of the Contractor that may subsequently be used to implement, record, or invoice services hereunder from time to time, even if such standard forms or documents have been signed or initialed by a representative of the District. The parties agree that the terms of this Agreement shall prevail in any dispute between the terms of this Agreement and the terms printed on any such standard forms or documents, and such standard forms or documents shall not be considered written amendments of this Agreement. 16

18 Attachment B - Vendor History and Capabilities B-1 Supply an audited copy of your Financial Statement and/or Annual Report for the most recent two years. B-2 Supply a brief statement of your company's background, organizational structure, size, evolution of product line and scope of services. B-3 Provide a listing of the following individuals to include: name, title, years of experience, and phone number a. Point of contact for the company authorized to commit to a contact b. Project coordinator for this project if different from the person above c. Members of the software installation team d. Individual who would do any requested training e. Help desk person(s) assigned to the school district B -4 Supply any comments concerning features which you feel distinguish your system from that of other vendors. B-5 Define the availability of on-going support for your system, once installed: How many technical support employees do you have? How many would be dedicated to the school district? Explain is necessary: What are your hours of support: From a.m. To p.m. (time zone) Is telephone support provided? [ ] yes [ ] no. If yes, what is the number? Is on-line support provided? [ ] yes [ ] no. If yes, how is it accessed? Is a web site available? [ ] yes [ ] no. If yes, what is it? B-6 Define the pricing structure for customer support. B-7 How frequently are enhancements and fixes distributed? B-8 Is there a user group for this software? [ ] yes [ ] no. If yes, list the nearest one to the school district and its contact information 17